SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Fine Host Corporation --------------------- (Exact name of registrant as specified in its charter) Delaware 06-1156070 - ---------------------------- -------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 3 Greenwich Office Park Greenwich, CT 06831 - ---------------------------- -------------------------- (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ None None If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share ------------------------ (Title of class) Item 1. Description of Registrant's Securities to be Registered. The description of the Registrant's Common Stock, par value $.01 per share (the "Common Stock"), is incorporated herein by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and will be included in a form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act, which prospectus shall be deemed to be incorporated herein by reference. Item 2. Exhibits. 1. The Form of Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act. 2. The Form of Restated Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act. 3. The Specimen of the Registrant's Common Stock Certificate is incorporated herein by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act. - 2 - SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. FINE HOST CORPORATION Date: May 8, 1996 /s/ Randy B. Spector ------------------------------- Randy B. Spector Executive Vice President and Secretary - 3 - EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 1 The Form of Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act. 2 The Form of Restated Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.4 to the Registrant's Regis- tration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act. 3 The Specimen of the Registrant's Common Stock Certificate is incorporated herein by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-1 (File No. 333-2906) as filed with the Commission under the Securities Act.