<PAGE> 1
FORM 8-A/AMENDED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Educational Medical, Inc.
--------------------------------------------------------------
(Exact Name of registrant as specified in its Charter)
Delaware 65-0038445
-------- ----------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1327 Northmeadow Parkway
Suite 132
Roswell, Georgia 30076
------------------------
(Address of 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:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
Common Stock $.01 Par Value
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 [ ]
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
See "Description of Securities" in Registrant's Registration
Statement on Form S-1 (File No. 333-09777) which is hereby incorporated by
reference.
<TABLE>
<CAPTION>
Item 2. Exhibits
--------
<S> <C> <C>
1. None.
2. None.
3. None.
4. A. Restated Certificate of Incorporation,
as amended, (incorporated by reference to
Exhibit 3.1, of Registrant's Registration
Statement on Form S-1 (File No. 333-09777),
to be filed by amendment).
B. Restated By-laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's
Registration Statement on Form S-1 (File No.
333-09777) to be filed by amendment.
5. Specimen of Registrant's Common Stock, par value $.01
(incorporated by reference to Exhibit 4.1, of Registrant's
Registration Statement on Form S-1 (File No. 333-09777) to
be filed by amendment).
6. None.
</TABLE>
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, thereunto duly authorized.
EDUCATIONAL MEDICAL, INC.
(REGISTRANT)
By: s/ Vince Pisano
--------------------------------
Vince Pisano, Vice President
Finance and Chief Financial
Officer
Dated: October 18, 1996
<PAGE> 3
GREENBERG
ATTORNEYS AT LAW
TRAURIG
Direct Dial No.:
561-650-7928
October 18, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. David Lavin, Examiner
Re: Educational Medical, Inc. ("EMI")
Registration Statement on Form 8-A/Amended
------------------------------------------
Dear Mr. Lavin:
On behalf of Educational Medical, Inc. a Delaware corporation (the
"Registrant"), enclosed for filing under the Securities Exchange Act of 1934, as
amended, is EMI's Registration Statement on Form 8-A (the "Registration
Statement") which has been amended to remove "Nasdaq" as an exchange. The
filing fee in the amount of $250,00 was previously submitted by EMI as required
through wire transfer to the SEC on October 11, 1996.
The shares being registered are shares of the Registrant's common stock
to be offered in an underwritten initial public offering as described in the
Registration Statement on Form S-1 (File No. 333-09777) filed by the Registrant
on August 8, 1996 and as amended on September 20 and October 7, 1996.
The Registrant intends to request simultaneous acceleration of the
effectiveness of the Registration Statement on Form S-1 and the Registration
Statement on Form 8-A.
Please direct any comments or questions you might have to be the
undersigned at (561) 650-7928 or to Jan Crank, my legal assistant, at (561)
650-7932.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
P.O. Box 20629 West Palm Beach, Florida 33416-0629
561-650-7900 Fax 561-655-6222
777 South Flagler Drive Suite 310 East West Palm Beach, Florida 33401
Miami New York Washington, D.C.
Fort Lauderdale West Palm Beach Tallahassee Orlando
<PAGE> 4
Securities and Exchange Commission
October 18, 1996
Page 2
Please acknowledge receipt of this filing by returning a confirmation
form indicating the registration number thereon to the undersigned. Thank you.
Very truly yours,
/s/ Morris C. Brown
Morris C. Brown, P.A.
MCB/jc/cdh
Enclosure: Form 8-A/Amended
cc: NASDAQ
Vince Pisano
(both with enclosure)
GREENBERG TRAURIG
