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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-2795795
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
651 East Park Drive
Harrisburg, Pennsylvania 17111
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |X|
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
None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required herein is incorporated by reference to the
Registrant's definitive Proxy Statement, as supplemented, for the Special
Meeting of Class A and Class B Stockholders held on January 9, 1999 (Commission
File No. 0-28390).
Item 2. Exhibits.
1. Amended and Restated Articles of Incorporation of Pennsylvania
Physician Healthcare Plan, Inc. (incorporated by reference to
Exhibit C to the Company's definitive Proxy Statement, as
supplemented, for the Special Meeting of Class A and Class B
Stockholders held on January 9, 1999 (Commission File No.
0-28390)).
2. Amended and Restated Bylaws of Pennsylvania Physician
Healthcare Plan, Inc. dated as of October 3, 1998
(incorporated by reference to Exhibit 2.2 to the Company's
Form 10-KSB for the fiscal year ended December 31, 1998
(Commission File No. 0-28390)).
3. Form of Certificate of Common Stock.
4. Plan of Recapitalization, dated October 3, 1998 (incorporated
by reference to Exhibit B to the Company's definitive Proxy
Statement, as supplemented, for the Special Meeting of Class A
and Class B Stockholders held on January 9, 1999 (Commission
File No. 0-28390)).
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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.
PENNSYLVANIA PHYSICIAN
HEALTHCARE PLAN, INC.
(Registrant)
Date: May 10, 1999 By:/s/Richard A. Felice
Richard A. Felice,
President and Chief Executive Officer
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EXHIBIT 3
SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS ON TRANSFER
NUMBER SHARES
PPHP
Pennsylvania Physician Healthcare Plan, Inc.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
COMMON STOCK
CUSIP
THIS CERTIFIES THAT:
is owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$.01 PER SHARE OF THE COMMON STOCK OF
- ------------------Pennsylvania Physician Healthcare Plan, Inc.------------------
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate duly endorsed or
assigned. This certificate and the shares represented hereby are subject to the
laws of the Commonwealth of Pennsylvania, and to the Articles of Incorporation
and Bylaws of the Corporation, as now or hereafter amended. This certificate is
not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized officers.
COUNTERSIGNED:
STOCKTRANS, INC.
DATED: 7 EAST LANCASTER AVE., ARDMORE, PA 19003
TRANSFER AGENT
PPHP
SEAL
By:
AUTHORIZED SIGNATURE
SECRETARY PRESIDENT
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PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
COMMON STOCK
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND
WITHOUT CHARGE, A FULL OR SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS,
PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR
SERIES AUTHORIZED TO BE ISSUED SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED,
AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE
DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF EACH
CLASS AND SERIES OF SHARES OF THE CORPORATION.
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THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOLUNTARILY
TRANSFERRED FOR VALUE EXCEPT TO A TRANSFEREE WHO, AFTER THE TRANSFER, WILL BE
ENTITLED TO VOTE A SHARE. FOR THIS PURPOSE, "VOLUNTARILY TRANSFER FOR VALUE"
DOES NOT INCLUDE GIFTS, TRANSFERS BY OPERATION OF LAW, OR ANY OTHER INVOLUNTARY
TRANSFER OR INVOLUNTARY DISPOSITION.
- ------------------------------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A
NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A
SIGNATURE GUARANTEE MEDALLION PROGRAM.
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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:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ........Custodian.........
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
in common Act..........
(State)
</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
- ------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
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Shares
- -----------------------------------------------------------------------
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAMES AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER.
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