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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 Purchase Right
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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, of the
Company, including associated common stock purchase rights (the "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 Rights
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
<S> <C>
1 Form of Rights Agreement between the Company and SunTrust
Bank, Atlanta, which includes as Exhibit A thereto the
Form of Rights Certificate, 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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