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File No. 000-21515
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Medserve Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-3925637
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
184 Shuman Blvd., Suite 200
Naperville, Illinois 60563
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(Address of principal executive offices) (Zip Code)
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
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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(g) of the Act:
Common Stock,
$.01 par value per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description (the "Description") of the Registrant's Common Stock, par
value $.01 per share, is set forth under the caption "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1 (Registration No.
333-11667) filed with the Securities and Exchange Commission (the "Commission")
on September 10, 1996, as amended by Amendment No. 1 to Registration Statement
on Form S-1 filed with the Commission on October 8, 1996 (as so amended, the
"Registration Statement"), which description is incorporated herein by
reference. Any subsequent amendment filed which amends the Description, and any
description of the Common Stock appearing under the caption "Description of
Capital Stock" in any Prospectus relating to the Registration Statement filed
pursuant to any subsequent amendment or filed pursuant to Rule 424(b) under the
Securities of 1933, as amended, are deemed to be incorporated herein by
reference.
There is no established public trading market for the Common Stock.
Application has been made for listing of the Common Stock on the Nasdaq National
Market.
ITEM 2. EXHIBITS
1. Specimen of Common Stock Certificate.
2. Amended and Restated Certificate of Incorporation of American Medserve
Corporation ("Amended and Restated Certificate") is set forth as
Exhibit 3.1 to the Registration Statement and is incorporated herein
by reference. Any subsequent amendment filed which amends the Amended
and Restated Certificate set forth as Exhibit 3.1 to the Registration
Statement is deemed to be incorporated herein by reference.
3. Amended and Restated By-laws of American Medserve Corporation
("Amended and Restated By-laws") are set forth as Exhibit 3.2 to the
Registration Statement and are incorporated herein by reference. Any
subsequent amendment filed which amends the Amended and Restated By-
laws set forth as Exhibit 3.2 to the Registration Statement is deemed
to be incorporated herein by reference.
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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.
Dated: November 5, 1996 AMERICAN MEDSERVE CORPORATION
By: /s/ Charles R. Wallace
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Charles R. Wallace
Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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1. Specimen of Common Stock Certificate.
2. Amended and Restated Certificate of Incorporation of American Medserve
Corporation ("Amended and Restated Certificate") is set forth as
Exhibit 3.1 to the Registration Statement and is incorporated herein
by reference. Any subsequent amendment filed which amends the Amended
and Restated Certificate set forth as Exhibit 3.1 to the Registration
Statement is deemed to be incorporated herein by reference.
3. Amended and Restated By-laws of American Medserve Corporation
("Amended and Restated By-laws") are set forth as Exhibit 3.2 to the
Registration Statement and are incorporated herein by reference. Any
subsequent amendment filed which amends the Amended and Restated By-
laws set forth as Exhibit 3.2 to the Registration Statement is deemed
to be incorporated herein by reference.
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EXHIBIT 1
Number Common Stock
AM Shares
Par Value $0.01
[LOGO OF AMERICAN MEDSERVE CORPORATION]
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
CUSIP 027448 10 9
This Certifies that
is the registered holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
American Medserve Corporation (hereinafter referred to as the "Company")
transferable on the books of the Company by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented are issued and shall
be subject to all of the provisions of the Certificate of Incorporation and
the By-laws of the Company and all amendments thereto and restatements
thereof (copies of which are on file with the Transfer Agent). This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:
/s/ Charles R. Wallace /s/ Timothy L. Burfield
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Charles R. Wallace Timothy L. Burfield
Vice President and President
Secretary
COUNTERSIGNED AND REGISTERED:
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LASALLE NATIONAL BANK
TRANSFER AGENT and REGISTRAR
By
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AUTHORIZED SIGNATURE
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The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences, and relative,
participating, optional, or other special rights of each class of stock or
series thereof of the Company and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request may be made to
the Secretary of the Company.
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:
UNIF GIFT MIN ACT CUSTODIAN
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(Cust) (Minor)
Under Uniform Gifts to Minors
Act -
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(State)
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
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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Shares
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney
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to transfer the said shares 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 NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
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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.
