SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 ON
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNSTAR HEALTHCARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3361076
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(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
231 East New Haven Avenue, Melbourne, Florida 32901
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(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box. [ ] 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:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be so Registered
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Common Stock, $.001 par value Boston Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information required by this Item 1 relating to the Registrant's
Common Stock is set forth in Exhibit 1.0 and is incorporated by reference to
Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (File
No. 333-1650) that was filed with the Securities and Exchange Commission on May
9, 1996.
ITEM 2. EXHIBITS
1.0 The section captioned "Description of Securities" set
forth in the prospectus contained in Amendment No. 1 to
the Registrant's Registration Statement on Form SB-2 (File
No. 333-1650).*
3.1 Certificate of Incorporation of the Registrant.*
3.2 By-laws of the Registrant.*
4.1 Specimen Certificate for shares of Common Stock of the
Registrant.**
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* Previously filed.
** Filed herewith
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<PAGE>
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, thereto duly authorized.
Dated: May 9, 1996
SUNSTAR HEALTHCARE, INC.
By: /S/ WARREN STOWELL
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Warren Stowell
Chairman of the Board, President and
Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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1.0 The section captioned "Description of Securities" set
forth in the prospectus contained in Amendment No. 1 to
the Registrant's Registration Statement on Form SB-2 (File
No. 333-1650).
3.1 Certificate of Incorporation of the Registrant.
3.2 By-laws of the Registrant.
4.1 Specimen Certificate for shares of Common Stock of the
Registrant.*
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* Filed herewith.
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Exhibit 4.1
[LOGO]
SUNSTAR HEALTHCARE, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 867939 10 0
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF $.001 PAR VALUE, OF
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- --------------------------- SUNSTAR HEALTHCARE, INC. -----------------------
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transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney, upon surrender of this certificate properly
endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated
/s/ David Jesse /s/ Warren D. Stowell
EXECUTIVE VICE PRESIDENT CHAIRMAN, PRESIDENT AND
AND ASSISTANT SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERER:
AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER ACCOUNT
(NEW YORK, NY) AND REGISTRAR
AUTHORIZED OFFICER
<PAGE>
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK,
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS
TRANSFER AGENT AND REGISTRAR.
The following abbreviations, when used in the inscription on the faces of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______ Custodian _______
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of ACT ______________
survivorship and not as tenants (State)
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, ________________ hereby sell, assign and transfer unto
PLEASE (INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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\ \
\ \
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- ----------------------------------------------------------------- Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------------ Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitituion in the premises.
Dated _____________
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THE SIGNATURES TO THE ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN
NOTICE: UPON THE PAGE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION,
ENLARGEMENT OR ANY CHANGE WHATEVER
SIGNATURE(S) GUARANTEED:
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 1/Ad-15.
