<PAGE> 1
FORM 8-A/A
_________________
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
_________________
MEDICAL ALLIANCE, INC. (Exact name of
registrant as specified in its charter)
TEXAS 73-1347577
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2445 GATEWAY DRIVE, SUITE 150
IRVING, TEXAS 75063
(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 if 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, $0.002 PAR VALUE PER
SHARE (Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Reference is made to "DESCRIPTION OF CAPITAL STOCK" relating to registrant's
common stock on pages 45-48 in Amendment No. 2 to the registrant's Registration
Statement on Form S-1 (Registration No. 333-9815), dated September 23, 1996
and incorporated herein by reference.
ITEM 2. EXHIBITS
I. Exhibits to be filed with the Securities and Exchange Commission and the
Nasdaq Stock Market, Inc.'s Nasdaq National Market:
1. Articles of Incorporation of the registrant. (1)
2. Form of Restated Articles of Incorporation of the Registrant (to become
effective prior to the registrant's completion of its initial public
offering). (2)
3. Bylaws of the registrant. (1)
4. Restated and Amended Bylaws of the registrant (to become effective upon the
registrant's successful completion of its initial public offering). (2)
5. Specimen of Certificate of Stock representing the registrant's common
stock. (2)
- -------
(1) Filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-9815), as filed with the
Securities and Exchange Commission on August 9, 1996, and
incorporated herein by reference.
(2) Filed as an exhibit to Amendment No. 1 to the Registrant's
Registration Sttement on Form S-1 (Registration No. 333-9815),
as filed with the Securities and Exchange Commission on September
11, 1996, and incorporated herein by reference.
<PAGE> 3
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.
MEDICAL ALLIANCE, INC.
By: /s/ MARK NOVY
--------------------------------
Mark Novy, Secretary
Date: September 23, 1996
<PAGE> 4
FORM 8-A
MEDICAL ALLIANCE, INC.
INDEX TO EXHIBITS
TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
<TABLE>
<CAPTION>
Number Exhibit Incorporated by Reference
------ ------- -------------------------
Company Registration
Statement on Form S-1
(Commission File No.
333-05785)
Exhibit No.
-----------
<S> <C> <C>
I-1 Articles of Incorporation of the registrant. 3.1
I-2 Restated and Amended Articles of Incorporation of the
registrant (to become effective prior to the registrant's
completion of its initial public offering). 3.3
I-3 Bylaws of the registrant. 3.2
I-4 Restated and Amended Bylaws of the registrant (to become
effective upon the registrant's completion of its initial
public offering). 3.4
I-5 Specimen of Certificate of Stock representing the
registrant's common stock. 4.1
</TABLE>
