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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
AMERICAN PHYSICIAN PARTNERS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 75-2648089
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.
2301 NATIONSBANK PLAZA, 901 MAIN STREET, DALLAS, TEXAS 75202-3721
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of If this form relates to the registration
debt Securities and if effective upon filing pursuant of a class of debt Securities and is to
to General Instruction A(c)(1) please check the become effective simultaneously with the
following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $0.0001
per share (the "Common Stock"), of American Physician Partners, Inc., a Delaware
corporation (the "Registrant"). The description of the Common Stock to be
registered hereunder set forth under the caption "Description of Capital Stock"
at page 64 of the Registrant's Pre-Effective Amendment No. 5 to Registration
Statement on Form S-1 (Reg. No. 333-30205), filed with the Securities and
Exchange Commission on October 14, 1997, is incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Specimen Certificate representing the Registrant's Common Stock.*
2.2 Amended and Restated Bylaws of the Registrant, filed as Exhibit
3.2 to the Registrant's Pre-Effective Amendment No. 3 to Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on September 30,
1997 and incorporated herein by reference.
2.3 Restated Certificate of Incorporation of the Registrant filed as
Exhibit 3.1 to the Registrant's Pre-Effective Amendment No. 2 to Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
October 30, 1997 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN PHYSICIAN PARTNERS, INC.
(Registrant)
Dated: November 3, 1997 By: /s/ GREGORY L. SOLOMON
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Gregory L. Solomon
President and Chief Executive Officer
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* to be filed by amendment
