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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW GRANCARE, INC.
(to be renamed GranCare, Inc.)
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4336136
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
One Ravinia Drive
Suite 1500
Atlanta, Georgia 30346
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of debt
debt securities and is securities and is to become
effective upon filing pursuant effective simultaneously with the
to General Instruction A(c)(1), effectiveness of a concurrent
please check the following registration statement under the
box [ ] 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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value $.001 per share New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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This Registration Statement contains a total of 3 pages. Certain exhibits are
incorporated in this Registration Statement by reference to the Registrant's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on December 31, 1996 and as amended on January 8, 1997, Registration
No. 333-19097.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant hereby incorporates by reference herein the description of
the Registrant's Common Stock, par value $.001 per share (the "Common Stock"),
appearing under the caption, "Description of Capital Stock," in the Prospectus
contained in the Registrant's Amendment Number 1 to Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission (the
"Commission") on January 8, 1997, Registration No. 333-19097. The Company's
Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2,
respectively, to the Registrant's Registration Statement on Form S-1, as filed
with the Commission on December 31, 1996, Registration No. 333-19097.
ITEM 2. EXHIBITS
The following exhibits are incorporated by reference into this
Registration Statement.
2(a) Amendment Number 1 to Registration Statement on Form S-1 of the
Registrant filed with the Commission on January 8, 1997,
Registration No. 333-19097.
2(b) Amended and Restated Certificate of Incorporation of the
Registrant./1/
2(c) Amended and Restated Bylaws of the Registrant./2/
2(d) Specimen of Common Stock Certificate./3/
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/1/ Incorporated herein by reference to Exhibit 3.1 of the Registration
Statement on Form S-1 filed with the Commission on December 31, 1996,
Registration No. 333-19097 (the "Registration Statement").
/2/ Incorporated herein by reference to Exhibit 3.2 of the Registration
Statement.
/3/ Incorporated herein by reference to Exhibit 4.1 of the Registration
Statement.
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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.
NEW GRANCARE, INC.
(Registrant)
By: /s/ Jerry A. Schneider
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Its: Vice President
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Dated: January 30, 1997
