<PAGE> 1
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
CERULEAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Georgia 58-2217138
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
3350 Peachtree Road, N.E., Atlanta, Georgia 30326
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code (404) 842-8000
If this form related to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General Instruction A(c)(1) simultaneously with the effectiveness
please check the following box. [ ] 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Convertible Common Stock
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information relating to the Class A Convertible Common Stock of the
Company is set forth in "DESCRIPTION OF CAPITAL STOCK" in the Form S-1,
Registration No. 333-2796, filed March 27, 1996, and subsequent amendments. The
description is incorporated herein by reference.
ITEM 2. EXHIBITS. The following exhibits, defining the rights of the holders of
the Class A Convertible Common Stock, are filed as part of this registration
statement.
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation of Cerulean Companies, Inc.*
3.2 Bylaws of Cerulean Companies, Inc.*
4.1 Specimen form of Class Convertible Common Stock certificate.**
- --------------------
* Incorporated herein by reference to the identically numbered exhibit
filed as part of the Registrant's Registration Statement on Form S-1
(Registration No. 333-2796), filed on March 27, 1996.
** Incorporated herein by reference to Exhibit 4.2 filed as part of
Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-2796), filed on May 8, 1996.
-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.
CERULEAN COMPANIES, INC.
Date: April 29, 1997
By: /s/ Hugh J. Steadman
---------------------------------------------
Name: Hugh J. Steadman
Title: Senior Vice President, General Counsel
-3-
