-----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, DAGnG4Rof2kckNYZSyJgzDcMTKnoAQfyE6jztsjeBAmKsC0rUOudt3gqjEtC1Qxy awIA2uNAeaUmhCnv1L3Xvg== 0000892569-94-000161.txt : 19940819 0000892569-94-000161.hdr.sgml : 19940819 ACCESSION NUMBER: 0000892569-94-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940609 FILED AS OF DATE: 19940609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAM HEALTHCARE CORP CENTRAL INDEX KEY: 0000924174 STANDARD INDUSTRIAL CLASSIFICATION: 8082 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11343 FILM NUMBER: 94533503 BUSINESS ADDRESS: STREET 1: ONE LAKESHORE CENTRE STREET 2: 3281 GUASTI ROAD SUITE 700 CITY: ONTARIO STATE: CA ZIP: 91761 MAIL ADDRESS: STREET 1: ONE LAKESHORE CENTRE STREET 2: 3281 GUASTI ROAD SUITE 700 CITY: ONTARIO STATE: CA ZIP: 91761 8-A12B 1 FORM 8-A 1 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 DELAWARE 33-0615337 - - --------------------------------------- -------------------------------- (State of Incorporation or organization) (IRS Employer Identification No.) ONE LAKESHORE CENTER, 3281 GUASTI ROAD, SUITE 700, ONTARIO CALIFORNIA 91761 - - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 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 ------------------- ------------------------------ NONE NONE --------------------- ------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered hereunder are the Common Stock, par value $.001 per share, of Coram Healthcare Corporation, a Delaware corporation (the "Registrant"). Subject to any special voting rights of the holders of Preferred Stock, if any, holders of Common Stock of the Registrant are entitled to one vote per share on all matters to be voted upon by the Registrant's stockholders. Subject to preferences that may be applicable to the holders of the outstanding shares of Preferred Stock, if any, holders of Registrant's Common Stock are entitled to receive such lawful dividends, if any, as may be declared from time to time by Registrant's Board of Directors. In the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of Registrant and subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of shares of Common Stock of Registrant shall be entitled to receive pro rata all of the remaining assets of Registrant, tangible and intangible, of whatever kind available for distribution to its stockholders. No redemption or sinking fund provisions are applicable to Registrant's Common Stock. Additional information related to Registrant's Common Stock is incorporated herein by reference to "The Merger -- Rights of Security Holders" in Registrant's Registration Statement on Form S-4 (File No. 33-53957). ITEM 2. EXHIBITS. Pursuant to Instruction II of the Instructions As To Exhibits of Form 8-A, the following exhibits are required to be filed only with each copy of this Registration Statement on Form 8-A filed with the exchange on which the Common Stock of Registrant is to be registered and need not be filed with, or incorporated by reference in, copies of this Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the "Commission").
Exhibit Description Page No. ------------------- --------- 2.1 Specimen of Certificate representing Registrant's Common Stock.* 2.2 Registrant's Registration Statement on Form S-4, together with all Exhibits thereto, filed under the Securities Act of 1933, as amended, filed with the Commission on June 3, 1994, as amended by Amendment No. 1 to Registration Statement on Form S-4 filed with the Commission on June 6, 1994, and as further amended by post-effective Amendment No. 1 to Registration Statement on Form S-4 filed with the Commission on June 7, 1994 (as so amended, the "Registration Statement").** 2.3 Definitive Joint Proxy Statement/Prospectus of Registrant dated June 9, 1994 (incorporated herein by reference to the definitive Joint Proxy Statement/Prospectus filed together with and as a part of the Registration Statement).
3
Exhibit Description Page No. ------------------- -------- 2.4 Certificate of Incorporation of Registrant, as amended through May 11, 1994 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement). 2.5 Bylaws of Registrant (incorporated herein by reference to Exhibit 3.2 to the Registration Statement). 2.6 Agreement and Plan of Merger dated as of February 6, 1994,by and among the Registrant, T(2) Medical, Inc., Curaflex Health Services, Inc., HealthInfusion, Inc., Medisys, Inc., T(2) Acquisition Company, CHS Acquisition Company, HII Acquisition Company and MI Acquisition Company (incorporated herein by reference to Exhibit 2.1 to the Registration Statement). 2.7 First Amendment to Agreement and Plan of Merger dated as of May 25, 1994, by and among the Registrant, T(2) Medical, Inc., Curaflex Health Services, Inc., HealthInfusion, Inc., Medisys, Inc., T(2) Acquisition Company, CHS Acquisition Company, HII Acquisition Company and MI Acquisition Company (incorporated herein by reference to Exhibit 2.2 to the Registration Statement). 2.8 T(2) Medical, Inc. 1992 Annual Report.*** 2.9 Curaflex Health Services, Inc. 1992 Annual Report.*** 2.10 HealthInfusion, Inc. 1992 Annual Report.*** 2.11 Medisys, Inc. 1992 Annual Report.***
_______________ * To be filed supplementally as soon as available. ** Filed supplementally herewith. *** Filed supplementally herewith. Pursuant to Instruction II of the Instructions As To Exhibits of Form 8-A, such Annual Report shall not be deemed to be "filed" with the exchange or otherwise subject to the liabilities of Section 18 of the Securities Act of 1933, as amended, except to the extent it may already be subject thereto. 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. CORAM HEALTHCARE CORPORATION (Registrant) Dated: June 8, 1994 By: /s/ James M. Sweeney ----------------------------------------- James M. Sweeney Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----