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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADVANCE PARADIGM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2493381
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
545 EAST JOHN CARPENTER FREEWAY, SUITE 1900, IRVING, TEXAS 75062
(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, $.01 PAR VALUE
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Capital Stock"
in the Registrant's Registration Statement on Form S-1 (Registration No. 333-
06931), filed with the Securities and Exchange Commission on June 26, 1996, as
amended, is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1 Amended and Restated Certificate of Incorporation of Advance
ParadigM, Inc. ("the Company") (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-06931), filed with the Securities and
Exchange Commission on June 26,
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1996, as amended (the "Registration Statement") and
incorporated herein by reference).
2 Amended and Restated Bylaws of the Company (filed as Exhibit
3.2 to the Registration Statement and incorporated herein by
reference).
3 Specimen Certificate for Shares of Common Stock, $.01 par
value, of the Company (filed as Exhibit 4.1 to the
Registration Statement and incorporated herein by
reference).
4 Preferred Stock Purchase Agreement dated as of August 4,
1993, among the Company and Canaan LP, Canaan Offshore,
Stephen L. Green, Jeffrey R. Jay, Quai Ltd., J.H. Whitney,
and Whitney Fund (filed as Exhibit 4.2 to the Registration
Statement and incorporated herein by reference).
5 Amendment No. 1 to Preferred Stock Purchase Agreement dated
as of December 7, 1993, by and among Advance Data and the
Purchasers (filed as Exhibit 4.3 to the Registration
Statement and incorporated herein by reference).
6 Amendment No. 2 to Preferred Stock Purchase Agreement dated
as of December 8, 1993, by and among APS, the Purchasers and
Whitney Debt Fund. (filed as Exhibit 4.4 to the
Registration Statement and incorporated herein by
reference).
7 Voting, Co-Sale and Right of First Refusal Agreement dated
as of August 4, 1993, among the Company, Advance Health
Care, David D. Halbert, Jon S. Halbert, Danny Phillips and
the Purchasers (filed as Exhibit 4.5 to the Registration
Statement and incorporated herein by reference).
8 Amendment No. 1 to Voting, Co-Sale and Right of First
Refusal Agreement dated as of December 8, 1993, among the
Company, Advance Health Care, David D. Halbert, Jon Halbert,
Danny Phillips, the Purchasers and Whitney Debt Fund (filed
as Exhibit 4.6 to the Registration Statement and
incorporated herein by reference).
9 Note and Warrant Purchase Agreement dated December 8, 1993,
between the Company and Whitney Debt Fund (filed as Exhibit
4.7 to the Registration Statement and incorporated herein by
reference).
10 Common Stock Purchase Warrant dated December 8, 1993, made
by the Company in favor of Whitney Debt Fund (filed as
Exhibit 4.9 to the Registration Statement and incorporated
herein by reference).
11 Termination Agreement dated as of September , 1996, among
the Company, Advance Health Care, David D. Halbert, Jon S.
Halbert,
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Danny Phillips, the Purchasers and Whitney Debt Fund (filed
as Exhibit 4.10 to the Registration Statement and
incorporated herein by reference).
12 Warrant for Purchase of Shares of Common Stock of the
Company dated December 8, 1993, in favor of Blue Cross and
Blue Shield of Maryland (filed as Exhibit 4.11 to the
Registration Statement and incorporated herein by
reference).
13 Stock Purchase Agreement dated as of June 25, 1996, by and
between the Company and Blue Cross and Blue Shield of Texas
(filed as Exhibit 4.12 to the Registration Statement and
incorporated herein by reference).
14 Warrant Agreement dated as of November 25, 1995, by and
between the Company and Blue Cross and Blue Shield of Texas
(filed as Exhibit 4.13 to the Registration Statement and
incorporated herein by reference).
15 Amended and Restated Incentive Stock Option Plan (filed as
Exhibit 4.14 to the Registration Statement and incorporated
herein by reference).
16 Incentive Stock Option Plan (filed as Exhibit 4.15 to the
Registration Statement and incorporated herein by
reference).
17 Warrant Agreement dated as of September 12, 1996, by and
between the Company and VHA, Inc. (filed as Exhibit 4.16 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, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ADVANCE PARADIGM, INC.
Date September 30, 1996 By: /s/ Danny Phillips
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Danny Phillips
Chief Financial Officer, Senior Vice
President, Secretary and Treasurer
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