<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIRMAN MANAGED CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 62-1584092
(State of Incorporation (IRS Employer Identification No.)
or Organization)
502 GOULD DRIVE 38506
COOKEVILLE, TENNESSEE (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 TO BE REGISTERED
------------------- ------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.001 per share
<PAGE> 2
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the securities to be registered hereunder
set forth under the caption "Description of Securities" in the
preliminary prospectus constituting a part of Amendment No. 3
to the Registrant's Registration Statement (Registration No.
333-11957) filed with the Commission on February 3, 1997, is
hereby incorporated herein by reference.
Item 2. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
1 Copy of Amendment No. 3 to the Registrant's Registration
Statement on Form SB-2 (No. 333-11957).
4.1 Certificate of Incorporation of Birman Managed Care, Inc.
4.2 By-Laws of Birman Managed Care, Inc.
4.3 Form of Representative's Warrant Agreement
5.1 Specimen of Common Stock Certificate of Birman Managed Care,
Inc.
</TABLE>
2
<PAGE> 3
SIGNATURES
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.
BIRMAN MANAGED CARE, INC. (Registrant)
By:
-----------------------------------
David N. Birman, M.D.
Chairman of the Board, President
and Chief Executive Officer
Date: February 10, 1997
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
*1 Copy of Amendment No. 3 to the
Registrant's Registration Statement on
Form SB-2 (No. 333-11957).
*4.1 Certificate of Incorporation of Birman
Managed Care, Inc.
*4.2 Bylaws of Birman Managed Care, Inc.
*4.3 Form of Representative's Warrant
Agreement
*5.1 Specimen Common Stock Certificate of
Birman Managed Care, Inc.
</TABLE>
- ----------
* These exhibits, which are included in the Registration Statement on
Form SB-2 (Registration No. 333-11957) filed with the Securities and
Exchange Commission, are incorporated herein by reference.
