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FORM 8-A/A-2
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
MILESTONE HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2592398
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2501 CEDAR SPRINGS ROAD, SUITE 600, LB15, DALLAS, TEXAS 75201
(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, $.001 PAR VALUE
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 Form S-1 Registration Statement (Registration No. 333-9013),
filed with the Securities and Exchange Commission on July 26, 1996, is
incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1. Certificate of Incorporation of the Company, dated as of July
26, 1996 (filed as Exhibit 3.1 to the Company's Amendment No.
1 to Form S-1 (No. 333-09013) filed with the Commission on
August 21, 1996 and incorporated herein by reference).
2. Bylaws of the Company adopted July 26, 1996 (filed as Exhibit
3.2 to the Company's Amendment No. 1 on Form S-1
(No.333-09013) filed with the Commission on August 21, 1996
and incorporated herein by reference).
3. Form of Amended and Restated Certificate of Incorporation of
the Company (filed as Exhibit 3.3 to the Company's Amendment
No. 4 to Form S-1 (No. 333-09013) filed with the Commission on
October 2, 1996 and incorporated herein by reference).
4. Form of Amended and Restated Bylaws of the Company (filed as
Exhibit 3.4 to the Company's Amendment No. 4 on Form S-1
(No.333-09013) filed with the Commission on October 2, 1996
and incorporated herein by reference).
5. Specimen certificate for shares of Common Stock, $.001 par
value, of the Company (filed as Exhibit 4.1 to the Company's
Amendment No. 1 to Form S-1 (No. 333-09013) filed with the
Commission on August 21, 1996 and incorporated herein by
reference).
6. Registration Rights Agreement, dated as of May 31, 1995, among
MHI and Morgan Stanley Venture Capital Fund II, L.P., Morgan
Stanley Venture Capital Fund II, C.V., Morgan Stanley Venture
Investors, L.P., Charles L. Allen, Roy W. Griffitts, Jr.,
William A. Brosius, and ING (filed as Exhibit 4.2 to the
Company's Amendment No. 1 to Form S-1 (No. 333-09013) filed
with the Commission on August 21, 1996 and incorporated herein
by reference).
7. Stockholders Agreement, dated as of May 31, 1995, among MHI
and Morgan Stanley Venture Capital Fund II, L.P., Morgan
Stanley Venture Capital Fund II, C.V., Morgan Stanley Venture
Investors, L.P., Charles L. Allen, Roy W. Griffitts, Jr. and
William A. Brosius (filed as Exhibit 4.3 to the Company's
Amendment No. 1 to Form S-1 (No. 333-09013) filed with the
Commission on August 21, 1996 and incorporated herein by
reference).
8. Warrant Purchase Agreement, dated as of May 31, 1995, between
MHI and ING (filed as Exhibit 4.4 to the Company's Amendment
No. 1 to Form S-1 (No. 333-09013) filed with the Commission on
August 21, 1996 and incorporated herein by reference).
9. Warrant Certificate, dated May 31, 1995, pursuant to which MHI
issued 297,973 warrants to ING (filed as Exhibit 4.5 to the
Company's Amendment No. 1 to Form S-1 (No. 333-09013) filed
with the Commission on August 21, 1996 and incorporated herein
by reference).
10. Put and Call Agreement, dated May 31, 1995, among the Company,
MHI, MHI Acquisition Corporation I and ING (filed as Exhibit
4.6 to the Company's Amendment No. 1 to Form S-1 (No.
333-09013) filed with the Commission on August 21, 1996 and
incorporated herein by reference).
11. Form of Founder Performance Stock Purchase Agreement, dated as
of May 31, 1995, between: MHI and each of Charles L. Allen,
Roy W. Griffitts, Jr., and William A. Brosius (filed as
Exhibit 4.7 to the Company's Amendment No. 1 to Form S-1 (No.
333-09013) filed with the Commission on August 21, 1996 and
incorporated herein by reference).
12. Series A Preferred Stock Purchase Agreement, dated as of May
31, 1995, among MHI and Morgan Stanley Venture Capital Fund
II, L.P., Morgan Stanley Venture Capital Fund II, C.V., Morgan
Stanley Venture Investors, L.P., Charles L. Allen, Roy W.
Griffitts, Jr., and William A. Brosius (filed as Exhibit 4.8
to the Company's Amendment No. 1 to Form S-1 (No. 333-09013)
filed with the Commission on August 21, 1996 and incorporated
herein by reference).
13. Morgan Stanley Letter Agreement, dated May 31, 1995, between
Morgan Stanley Venture Capital Fund II, L.P., Morgan Stanley
Venture Capital Fund II, C.V., Morgan Stanley Venture
Investors, L.P., MHI, MHI Acquisition Corporation I, the
Company, MileStone Healthcare Management, Inc., Trucare Health
Systems, Inc., Trucare Rehabilitation Systems, Inc., and
Trucare Physical Therapy Services, Inc. and ING (filed as
Exhibit 4.9 to the Company's Amendment No. 1 to Form S-1 (No.
333-09013) filed with the Commission on August 21, 1996 and
incorporated herein by reference).
14. 1996 Stock Option Plan, including form of Stock Option
Agreement (filed as Exhibit 4.10 to the Company's Amendment
No. 1 to Form S-1 (No. 333-09013) filed with the Commission on
August 21, 1996 and incorporated herein by reference).
15. Form of Warrant, dated April 30, 1996, issued by each of
Morgan Stanley Venture Capital Fund II, L.P., Morgan Stanley
Venture Capital Fund II, C.V. and Morgan Investors, L.P. to
each of Alan Gerry and SV Capital Partners, L.P. for purchase
of shares of Series A Preferred Stock of MHI (filed as Exhibit
4.11 to the Company's Amendment No. 1 to Form S-1 (No.
333-09013) filed with the Commission on August 21, 1996 and
incorporated herein by reference).
16. Merger Agreement between MHI and the Company dated July 26,
1996 (filed as Exhibit 4.12 to the Company's Amendment No. 1
to Form S-1 (No. 333-09013) filed with the Commission on
August 21, 1996 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 Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on this 2nd day of October, 1996.
MILESTONE HEALTHCARE, INC.
By: /s/ WILLIAM A. BROSIUS
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William A. Brosius, Secretary
