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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHOICECARE CORPORATION
OHIO 31-1446609
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
655 EDEN PARK DRIVE, SUITE 400 45202
CINCINNATI, OHIO (Zip Code)
(Address of Principal Executive
Offices)
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 registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Shares, without Par Value
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is incorporated herein by reference to the
ChoiceCare Corporation (the "Company") Registration Statement on Form S-1 (No.
33-99624) and filed with the Commission.
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ITEM 2. EXHIBITS
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3(i) Articles of Incorporation of the Company, incorporated herein
by reference to the Company's Registration Statement on Form
S-1 (No. 33-99624) and filed with the Commission.
3(i)(A) Amendment to Articles of Incorporation of the Company,
incorporated herein by reference to the Company's Registration
Statement on Form S-1 (No. 33-99624) and filed with the
Commission.
3(ii) Regulations of the Company, incorporated herein by reference to
the Company's Registration Statement on Form S-1 (No. 33-99624)
and filed with the Commission.
3(ii)(A) Amendment to Regulations of the Company, incorporated herein by
reference to the Company's Registration Statement on Form S-1
(No. 33-99624) and filed with the Commission.
3(ii)(B) Amendment to Regulations of the Company dated May 8, 1996.
4 Specimen Common Share Certificate, incorporated herein by
reference to the Company's Registration Statement on Form S-1
(No. 33-99624) and filed with the Commission.
10(ii)(A)(7) Shareholder Agreement of ChoiceCare Corporation between the
Tristate Foundation for Health and the Company, dated as of
January 25, 1996, incorporated herein by reference to the
Company's Registration Statement on Form S-1 (No. 33-99624)
and filed with the Commission.
10(ii)(A)(8) Registration Rights Agreement between the Tristate Foundation
for Health and the Company, dated as of January 25, 1996,
incorporated herein by reference to the Company's Registration
Statement on Form S-1 (No. 33-99624) and filed with the
Commission.
99(i) Subscription Agreement, incorporated herein by reference to the
Company's Registration Statement on Form S-1 (No. 33-99624) and
filed with the Commission.
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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.
CHOICECARE CORPORATION
Date: March 24, 1997 By: /s/ Juan M. Fraiz
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Juan M. Fraiz
Vice President and Chief Financial
Officer (Principal Financial Officer)
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EXHIBIT 3(ii)(B)
SECRETARY'S CERTIFICATE
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The undersigned hereby certifies as follows:
1. I am the Secretary of ChoiceCare Corporation (the "Corporation"), a
for profit corporation duly organized, existing and in good standing under the
laws of the State of Ohio.
2. At a meeting of the Shareholder of ChoiceCare Corporation, held on
May 8, 1996, the Shareholder duly amended Section 2.2 of the Corporation's Code
of Regulations to read as follows:
SECTION 2.2 ANNUAL MEETING. ANNUAL FINANCIAL STATEMENT. An annual
meeting of the Shareholders shall be held on the second Wednesday
of May in each year (or on such other date as the Board may fix)
for the purpose of electing a Board and for the transaction of such
other business as may properly be brought before such meeting. At
the annual meeting of the Shareholders, or at any meeting held in
lieu thereof, the Corporation shall present to the Shareholders
such financial statements as are required by Section 1701.38 of
Chapter 1701 of the Revised Code of Ohio, as amended and
implemented (the "General Corporation Law of Ohio").
3. The amendment required the addition of the parenthetical statement
"(or on such other date as the Board may fix)".
IN WITNESS WHEREOF, the undersigned hereby certifies the above to
be true and has hereunto affixed her signature as of this 24th of March, 1997.
/s/ Thomas D. Anthony
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Thomas D. Anthony, Secretary
Subscribed and sworn before me this 24th day of March, 1997.
/s/ Carol-Anne Straubing
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Notary Public
Hamilton County
My commission expires June 21, 1999
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