-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UEdGhIaOyl8KLilIN20i+k/YphL+A57xtJJrYSbK6CNyDvvCiAvKhDWbxl0SrUoU iqeNlnRb6/VxithBKEZTgw== 0000950157-94-000081.txt : 19940705 0000950157-94-000081.hdr.sgml : 19940705 ACCESSION NUMBER: 0000950157-94-000081 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTH LABORATORIES HOLDINGS INC CENTRAL INDEX KEY: 0000920148 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133757370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11353 FILM NUMBER: 94537561 BUSINESS ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 800 CITY: LAJOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195500600 MAIL ADDRESS: STREET 1: NATIONAL HEALTH LABORATORIES HOLDINGS IN STREET 2: 4225 EXECUTIVE SQUARE, SUITE 800 CITY: LAJOLLA STATE: CA ZIP: 92037 8-B12B 1 FORM 8-B12(B) =========================================================== FORM 8-B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- Registration of Securities of Certain Successor Issuers Filed Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NATIONAL HEALTH LABORATORIES HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 13-3757370 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization) 4225 Executive Square Suite 805 La Jolla, California 92037 (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 Name of each exchange on registered: which each class is to be registered: Common Stock, par value New York Stock Exchange $.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None. ============================================================ 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. General Information. National Health Laboratories Holdings Inc. (the "Registrant") was incorporated as a corporation under the laws of the State of Delaware on March 8, 1994. The Registrant's fiscal year ends on December 31 of each year. Item 2. Transaction of Succession. The predecessor corporation to the Registrant was National Health Laboratories Incorporated, a Delaware corporation ("NHL"). The common stock of NHL, par value $.01 per share, was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Registrant acquired all the outstanding common stock of NHL as part of a corporate restructuring whereby one share of common stock of the Registrant, par value $.01 per share, was exchanged for each outstanding share of NHL common stock. See "Proposed Reorganization" in the Proxy Statement/Prospectus of NHL, dated April 26, 1994, and Exhibit A thereto, "Agreement and Plan of Merger", incorporated herein by reference pursuant to General Instruction A(b) to this Form 8-B. Item 3. Securities to be Registered. The Registrant has authorized 220,000,000 shares of common stock, of which on June 27, 1994: (i) 84,753,192 were issued to persons other than the Registrant and (ii) none were held by or for the account of the Registrant. Item 4. Description of Registrant's Securities to be Registered. For a description of Registrant's common stock, see the information set forth under the captions "Proposed Reorganization--New York Stock Exchange Listing"; "--Dividends"; and "--Description of NHL Holdings' Capital Stock" on pages 8-9 of the Proxy Statement/Prospectus included in Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (Registation No. 33-52655) (the "Registration Statement") filed with the Securities and 3 Exchange Commission on April 20, 1994. Such information is incorporated herein by reference. Item 5. Financial Statements and Exhibits. (a) Financial Statements. None (b) Exhibits. Number Description of Document Page Number 2 Proxy Statement/Prospectus dated April 26, 1994 (including as Exhibit A thereto, the Agreement and Plan of Merger dated as of April 15, 1994, among the Registrant, NHL and NHL Sub Acquisition Corp.) (incorporated herein by reference to the Registration Statement) 3.1 Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registration Statement) 3.2 By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registration Statement) 21 Subsidiaries of the Registrant 4 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, thereunto duly authorized. NATIONAL HEALTH LABORATORIES HOLDINGS INC., by /s/ Michael L. Jeub ______________________________ Name: Michael L. Jeub Title: Executive Vice President, Chief Financial Officer & Treasurer Date: June 30, 1994 EX-99 2 EXHIBIT EXHIBIT 21 NATIONAL HEALTH LABORATORIES HOLDINGS INC. SUBSIDIARIES (as of June 29, 1994) Jurisdiction Percentage Subsidiary Name of Incorporation Ownership NHL Intermediate Holdings Corp. I . Delaware 100% NHL Intermediate Holdings Corp. II Delaware 100% National Health Laboratories Incorporated . . . . . . . . . . Delaware 100% La Jolla Management Corp. . . . . . Delaware 100% Quality Assurance Group, Inc. . . . Delaware 100% Executive Tower Travel Inc. . . . . Delaware 100% Allied Clinical Laboratories, Inc., A Delaware corporation . . . . . Delaware 100% Allied Clinical Laboratories, Inc., An Oregon Corporation . . . . . . Oregon 100% Reference Pathology Laboratory, Inc. Delaware 100% Physicians Clinical Laboratories, Inc. . . . . . . . . . . . . . . Illinois 100% Sierra Nevada Laboratories, Inc. . Nevada 100% Suburban Pathology Associates, Inc. Delaware 100% Nevada Genetics . . . . . . . . . . Nevada 100% -----END PRIVACY-ENHANCED MESSAGE-----