OMB APPROVAL OMB Number: 3235-0167 Expires: October 31, 2004 Estimated average burden hours per response . . . . 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-25308 ------------------- FIRST LOOK MEDIA, INC. (f/k/a Overseas Filmgroup, Inc.) -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) 8000 Sunset Boulevard Suite B310 Los Angeles, California 90069 (323) 337-1000 -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Warrants to Purchase Common Stock which expired on February 16, 2002 THIS FORM 15 IS BEING FILED SOLELY TO TERMINATE THE REGISTRATION OF THE WARRANTS OF FIRST LOOK MEDIA, INC. WHICH EXPIRED ON FEBRUARY 16, 2002. THE COMMON STOCK OF FIRST LOOK MEDIA, INC. IS TO REMAIN REGISTERED. -------------------------------------------------------------------------------- (Titles of each class of securities covered by this Form) Common Stock, par value $.001 per share -------------------------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Rule 12h-3(b)(1)(i) |X| Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ] Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ] Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ] Rule 15d-6 |X| Approximate number of holders of record as of the certification or notice date: 9 ------------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934, First Look Media, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: February 26, 2002 By: /s/ William F. Lischak ----------------------------- William F. Lischak Chief Operating Officer, Chief Financial Officer and Secretary Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.