As filed with the Securities and Exchange Commission on March 3, 1997
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
ProMedCo Management Company
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation
or organization)
75-2529809
(I.R.S. Employer
Identification No.)
801 Cherry Street, Suite 1450
Fort Worth, Texas 76102
(817) 335-5035
(Address of registrant's principal executive offices)
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, par value $0.01 per share
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information contained under
"Description of Capital Stock" in the registrant's Registration Statement on
Form S-1 (Commission File No. 333-10557), as amended.
Item 2. Exhibits
3.1 Form of Restated Certificate of Incorporation of the
registrant*
3.2 Bylaws of the registrant*
4. Form of Rights Agreement*
4.1 Specimen Common Stock Certificate
* These exhibits are incorporated by reference to the exhibits of the
same number filed with the registrant's Registration Statement on Form S-1
(Commission File No. 333-10557), as amended.
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.
ProMedCo Management Company
Date: March 3, 1997 By:
H. Wayne Posey
President and Chief Executive Officer
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FRONT
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
COMMON STOCK
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, ILLINOIS AND NEW YORK,
NEW YORK
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 74314H 10 8
THIS CERTIFIES THAT
is the owner of
FULLY-PAID NON-ASSESSABLE SHARES OF THE COMMON STOCK OF PROMEDCO MANAGEMENT
COMPANY 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
unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
President and Chief Executive Officer
Secretary
Dated:
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
BACK
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR TO THE TRANSFER AGENT.
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between ProMedCo Management Company and
Harris Trust and Savings Bank (the "Rights Agent") dated as of February 18, 1997
(the "Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of ProMedCo
Management Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company or the Rights Agent will
mail to the holder of this certificate a copy of the Rights Agreement, without
charge after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement), may become null and void.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- .............. Custodian ...................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ..............................................
(State)
Additional abbreviations may also be used though not in the above list.
ForValue received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
X
(SIGNATURE)
X
(SIGNATURE)
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 17Ad-15.
SIGNATURE(S) GUARANTEED BY:
