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 MICROLEAGUE MULTIMEDIA, INC. - - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2563090 - - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 750 Dawson Drive Newark, Delaware 19713 ---------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) 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(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 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share, and Redeemable Warrants to purchase shares of Common Stock --------------------------------- (Title of class) PH02/110158.3 Item 1. Description of Registrant's Securities to be Registered. The sections "DESCRIPTION OF SECURITIES - Securities"; "DESCRIPTION OF SECURITIES - Common Stock"; and "DESCRIPTION OF SECURITIES - Redeemable Warrants," to be included in a form of Prospectus which will subsequently be filed with the Registrant pursuant to Rule 424 of the Securities Act of 1933, as amended, in connection with the Registrant's Registration Statement on Form SB-2 (Registration No. 333-02148) shall be deemed incorporated by reference into this Form 8-A. Item 2. Exhibits. The following exhibits are incorporated herein by reference to the Company's Registration Statement referred to in Item 1 above: 1. Articles of Incorporation of the Company (Exhibit 3.1 to the Registration Statement). 2. Bylaws (Exhibit 3.2 to the Registration Statement). 3. Specimen stock certificate representing the Common Stock (Exhibit 4.1 to the Registration Statement). 4. Specimen warrant certificate representing the Redeemable Warrants (Exhibit 4.2 to the Registration Statement). 5. Form of Redeemable Warrant Agreement (Exhibit 4.3 to the Registration Statement). PH02/110158.3 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. Date: May 20, 1996 MICROLEAGUE MULTIMEDIA, INC. By: /S/ Peter Flanagan ------------------------------ Name: Peter Flanagan Title: Chief Financial Officer PH02/110158.3