SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3720962
(State of incorporation or organization) (I.R.S. Employer Identification No.)
55 Madison Avenue,
Suite 300, Morristown, NJ 07960
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. |X| 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
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Class A Common Stock, $.001 par value American Stock Exchange
Securities Act registration statement file number to which this form relates:
333-107711
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the Class A Common Stock, par value
$.001 per share (the "Class A Common Stock"), of Access Integrated Technologies
Inc., a Delaware corporation (the "Company"). The information required in
response to this Item with respect to the Class A Common Stock is set forth
under the caption "Description of securities" (excluding the subsection
captioned "Warrants") in the Company's Registration Statement on Form SB-2,
Registration No. 333-107711, filed with the Securities and Exchange Commission
on August 6, 2003, as amended (the "Registration Statement"), and as
subsequently amended and included in the prospectus to be filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended. Such information is hereby
incorporated herein by reference in its entirety. The Company's authorized
capital stock consists of 80,000,000 shares of common stock, par value $.001 per
share, of which 40,000,000 shares are designated as Class A Common Stock,
15,000,000 shares are designated as Class B Common Stock, 10,000,000 shares are
designated as Class C Common Stock (the "Class C Common Stock"), and 15,000,000
shares are designated as Class D Common Stock (the "Class D Common Stock") and
5,000,000 shares of preferred stock, par value $.001 per share, of which
3,500,000 shares are designated as Series A 8% Cumulative Convertible Preferred
Stock (the "Series A Preferred Stock") and 5,000,000 shares are designated as
Series B 8% Cumulative Convertible Preferred Stock (the "Series B Preferred
Stock"). Upon and subject to the effectiveness of the Registration Statement,
the designations for the Series A and Series B Preferred Stock and the Class C
and Class D Common Stock will be eliminated in their entirety. Copies of the
information set forth under the caption "Description of securities" in the
Registration Statement have been furnished to the American Stock Exchange.
ITEM 2. EXHIBITS.
1. Third Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.1 of the SB-2
Registration Statement.
2. Amendment to Third Amended and Restated Certificate of Incorporation
of the Registrant, incorporated by reference to Exhibit 3.1 of the
SB-2 Registration Statement.
3. Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of
the SB-2 Registration Statement.
4. Specimen certificates representing Class A Common Stock of the
Registrant, incorporated by reference to Exhibit 4.2 of the SB-2
Registration Statement.
5. Specimen certificates representing the Underwriter's Warrants of the
Registrant, incorporated by reference to Exhibit 4.2 of the SB-2
Registration Statement.
6. Form of Underwriting Agreement between the Registrant and the
Underwriter, incorporated by reference to Exhibit 1.1 of the SB-2
Registration Statement.
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.
ACCESS INTEGRATED TECHNOLOGIES, INC.
Dated: September 23, 2003 By: /s/ A. Dale Mayo
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A. Dale Mayo
President, Chief Executive Officer
and Chairman of the Board of Directors
EXHIBIT INDEX
Method of
Exhibit Description Means of filing
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1. Third Amended and Restated Certificate of Incorporation by reference to Exhibit 3.1
Incorporation of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.
1. Amendment to Third Amended and Restated Incorporation by reference to Exhibit 3.1
Certificate of Incorporation of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.
2. Bylaws Incorporation by reference to Exhibit 3.2
of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.
3. Specimen Class A Common Stock Certificate Incorporation by reference to Exhibit 4.2
of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.
4 Specimen Warrant Certificate Incorporation by reference to Exhibit 4.2
of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.
5. Form of Underwriting Agreement Incorporation by reference to Exhibit 1.1
of the Registration Statement on Form
SB-2 (File No. 333-107711), filed with
the Commission on August 6, 2003,
as amended.