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FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Ballantyne of Omaha, Inc.
(Exact name of registrant as specified in its charter)

Delaware   47-0587703
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

4350 McKinley Street, Omaha, Nebraska
 
68112
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
To be so registered
 
Name of each exchange on which
each class is to be registered
Common Stock, $0.01 Par Value   American Stock Exchange

        If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.     ý

        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.     o

Securities Act registration statement file number to which this form relates:
Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:
None


Item 1.    Description of Registrant's Securities to be Registered

Common Stock, $0.01 Par Value

        The capital stock of Ballantyne of Omaha, Inc. (the "Company" or "Registrant") to be registered on the American Stock Exchange (the "Exchange") is the Registrant's Common Stock with a par value of $0.01 per share.

        For further information, the Company's latest prospectus dated June 25, 2004, filed as a part of Registration Statement on Form S-1, File No. 333-116428, is incorporated by reference. An index appears on the outside back cover page of the prospectus.


Item 2.    Exhibits

1.
Certificate of Incorporation, as amended through July 20, 1995 (incorporated by reference to Exhibits 3.1 and 3.3 to the Registration Statement on Form S-1, File No. 33-93244); and

2.
Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 to the Form 10-Q for the quarter ended June 30, 1997); and

3.
Bylaws of the Company as amended through August 24, 1995 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, File No. 33-93244); and

4.
First Amendment to Bylaws of the Company dated December 12, 2001 (incorporated by reference to Exhibit 3.2.1 to the Form 10-K for the year ended December 31, 2001); and

5.
Specimen Stock Certificate.*
*
Filed herewith

2


SIGNATURES

        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, thereunto duly authorized.

    BALLANTYNE OF OMAHA, INC.

 
 
By:
/s/   BRAD FRENCH       
Brad French,
Secretary/Treasurer and
Chief Financial Officer

 
 
Dated: September 22, 2004

3



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SIGNATURES

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Exhibit 5

    COMMON STOCK       COMMON STOCK

NUMBER
 
 
 
 
 
SHARES

B
 
 
 
 
 
 

 
 
THIS CERTIFICATE IS TRANSFERABLE IN
RIDGEFIELD PARK, NJ OR
NEW YORK, NY
 
[PICTURE]
 
[BALLANTYNE LOGO]

 
 
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 
 
 
CUSIP 058516 10 5
SEE REVERSE FOR CERTAIN DEFINITIONS

 
 
BALLANTYNE OF OMAHA, INC.

 
 
THIS IS TO CERTIFY THAT
 
 

    
 
 
 
 
 
 

 
 
IS THE OWNER OF
 
 

 
 
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK (PAR VALUE $0.01) OF

[SEAL]
 
Ballantyne of Omaha, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and all amendments thereto to all of which the holder by the acceptance hereof assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 
 
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 
 
DATED
 
 
 
 

 
 
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
        TRANSFER AGENT
AND REGISTRAR 		   

 
 
BY
 
/s/ Brad J. French
 
/s/ John P. Wilmers

American Bank Note Company
 
AUTHORIZED SIGNATURE
 
CHIEF FINANCIAL OFFICER,
SECRETARY AND TREASURER
 
PRESIDENT AND CHIEF EXECUTIVE OFFICER

        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM —   as tenants in common       UNIF GIFT MIN ACT —  
  Custodian  
TEN ENT —   as tenants by the entireties             (Cust)       (Minor)
JT TEN —   as joint tenants with right of survivorship and not as tenants in common             under Uniform Gifts to Minors Act
    
(State)

Additional abbreviations may also be used though not in the above list

        For Value Received,                                                                                                                                                     hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
    
       

    
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
    

    

    

 
Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
    
  Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated
 
    

 
 

 
 
 
 
    
    NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:
 
 

    
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
 
 
        



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