UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF THE

SECURITIES EXCHANGE ACT OF 1934


CAROLCO PICTURES, INC.

(Exact name of registrant as specified in its charter)


Florida

 

26-4330545

(State of incorporation or organization)

 

(I.R.S. Employer

 

 

Identification No.)


5550 Glades Road, Ste. 500

 

 

Boca Raton, Florida

 

33431

(Address of principal executive offices)

 

(Zip Code)


Securities 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

 

N/A


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.  o

 

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.   [X]


Securities Act registration statement file number to which this form relates:    333-176093


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


Common Stock, par value $0.0001 per share

 (Title of Class)






Item 1.

Description of Registrant’s Securities to be Registered.


A description of the common stock, par value $0.0001 per share (the “Common Stock”), of Carolco Pictures, Inc., a Florida corporation (the “Registrant”), to be registered hereunder is set forth under the caption “Description of Securities” in the prospectus included in the Registrant’s registration statement on Form S-1 (Registration Statement No. 333-176093) as originally filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2011, as subsequently amended (the “Registration Statement”), including any amendment or report updating such description, and is incorporated herein by reference.

 

Item 2.

Exhibits.

 

Exhibit Number  

 

Description of Exhibit

4.1

 

2014 Incentive Stock Plan


(1)

Incorporated by reference to Exhibit 4.1 to the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on April 15, 2014.






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.


 

CAROLCO PICTURES, INC.

 

 

 

By:

/s/ Alexander Bafer

 

Name:

Alexander Bafer

 

Title:

Chief Executive Officer


Date:  January 27, 2015