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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MATRIA HEALTHCARE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 58-2205984
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1850 PARKWAY PLACE, MARIETTA, GEORGIA 30067
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the securities to be registered is included in the
joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") filed
as part of the registration statement on Form S-4 (the "Registration
Statement") by Matria Healthcare, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission on February 7, 1996, relating to
the registration pursuant to the provisions of the Securities Act of 1933, as
amended, of 37,682,286 shares of common stock, par value $0.01 per share (the
"Common Stock"), of the Company, including associated common stock purchase
rights. The Joint Proxy Statement/Prospectus will be provided to stockholders
of Tokos Medical Corporation (Delaware), a Delaware corporation ("Tokos"), and
Healthdyne, Inc., a Georgia corporation ("Healthdyne"), in connection with the
special meetings of Tokos and Healthdyne stockholders to approve the proposed
merger of Tokos and Healthdyne with and into the Company pursuant to the terms
of the Agreement and Plan of Merger, dated as of October 2, 1995, as amended,
by and among Tokos, Healthdyne and the Company. The description of the Common
Stock under the caption "Operation, Management and Business of Newco after the
Merger -- Description of Capital Stock of Newco" of the Joint Proxy
Statement/Prospectus is incorporated herein by reference.
ITEM 2. EXHIBITS.
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EXHIBIT DESCRIPTION
NUMBER
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1 Amended and Restated Certificate of Incorporation (included
as Appendix D to the Joint Proxy Statement/Prospectus).
2 Bylaws (included as Appendix E to the Joint Proxy
Statement/Prospectus).
3 Indenture dated as of December 1, 1986, between Healthdyne
and National Bank of Georgia, trustee, for 8% Convertible
Subordinated Indentures due December 31, 2001 filed as an
exhibit to the Healthdyne Annual Report on Form 10-K for
the year ended December 31, 1986 and incorporated herein
by reference.
4 Form of Supplemental Indenture between the Company and
Southtrust Estate & Trust Company of Georgia, N.A.,
trustee, to Indenture dated as of December 1, 1986, for 8%
Convertible Subordinated Indentures due December 31, 2001
filed as an exhibit to the Registration Statement and
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Matria Healthcare, Inc.
(Registrant)
By: /s/ Donald R. Millard
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Name: Donald R. Millard
Title: Senior Vice President and
Chief Financial Officer
Date: February 7, 1996
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