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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
PHYSICIANS' SPECIALTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 58-2251438
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(State of incorporation or organization) (I.R.S. employee identification no.)
5555 Peachtree Dunwoody Road, Suite 235
Atlanta, Georgia 30342
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(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 1.(c)(1), please check the
following box o.
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
Instructions A.(c)(2), please check the following box o.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class to be registered
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Common Stock, $.001 par value Nasdaq National Market
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information called for by this Item 1 is incorporated herein
by reference from the Registrant's Registration Statement on
Form S-1 File No. 333-17091 originally filed with the Securities
and Exchange Commission on November 29, 1996.
Item 2. Exhibits
1. Specimen of certificate evidencing Registrant's Common
Stock, par value $.001.
2. (a) Certificate of Incorporation of the Registrant.*
(b) Amended and Restated By-Laws of the Registrant.*
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* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(File No. 333-17091) originally filed with the Commission on November 29,
1996.
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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 registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 20, 1997 PHYSICIANS' SPECIALTY CORP.
By: /s/ Ramie A. Tritt, M.D.
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Ramie A. Tritt, M.D.
Chairman of the Board and President
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SPECIMEN COMMON STOCK CERTIFICATE
PS
PHYSICIANS' SPECIALTY CORP.
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<S> <C>
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE OF
PHYSICIANS' SPECIALTY CORP.
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(hereinafter the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by his duly authorized attorney, upon surrender
of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer
Agent and Registrar. Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
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[CORPORTE SEAL]
Dated:
SEAL
1996
Secretary President
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PHYSICIANS' SPECIALTY CORP.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the designations, powers, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to the Corporation
or the Transfer Agent.
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:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT - _____________ Custodian ____________
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
Act ______________
JT TEN -- as joint tenants with right of (State)
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________________________
(please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________________________
________________________________________________________________ shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint __________________________________ Attorney to transfer the said stock
on the books of the within named Corporation with full power of substitution in
the premises.
Dated ___________
______________________________________________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
NOTICE: 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 17 Ad-15.
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