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
HEALTHCORE MEDICAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1771999
(State of incorporation or organization) (I.R.S. employee identification no.)
11904 Blue Ridge Boulevard, Grandview, Missouri 64030
(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 [ ].
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 [ ].
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:
Class A Common Stock, $.01 par value
Class A Warrants
(Title of class)
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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 SB-2
File No. 333-28233 originally filed with the Securities and Exchange
Commission on June 2, 1997.
Item 2. Exhibits
1. Specimen of certificate evidencing Registrant's Class A Common
Stock, par value $.01.
2. Specimen Class A Warrant Certificate.
3. (a) Amended and Restated Certificate of Incorporation of the
Registrant.*
(b) By-Laws of the Registrant.*
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* Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(File No. 333-28233) originally filed with the Commission on June 2, 1997.
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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: August 5, 1997 HEALTHCORE MEDICAL SOLUTIONS, INC.
By: /s/ Neal J. Polan
-----------------------------
Neal J. Polan
Chairman of the Board and
Chief Executive Officer
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SPECIMEN CLASS A COMMON STOCK CERTIFICATE
- ---------- ----------
HC
- ---------- ----------
HEALTHCORE MEDICAL SOLUTIONS, INC.
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 CLASS A COMMON STOCK OF THE
PAR VALUE OF $.01 PER SHARE OF
- --------------------- HEALTHCORE MEDICAL SOLUTIONS, INC. ---------------------
========================== ==========================
CERTIFICATE OF STOCK
(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.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated;
[Corporate Seal of HealthCore Medical Solutions]
1997
Secretary Chairman of the Board
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<PAGE>
HEALTHCORE MEDICAL SOLUTIONS, INC.
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:
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 ______________
(State)
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, 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:
____________________________________________________________
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.
SPECIMEN CLASS A WARRANT CERTIFICATE
No. HC _____ Class A Warrants
VOID AFTER _____
REDEEMABLE CLASS A WARRANT CERTIFICATE FOR PURCHASE
OF CLASS A COMMON STOCK
HEALTHCORE MEDICAL SOLUTIONS, INC.
This certifies that FOR VALUE RECEIVED _______________________ or
registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Class A Warrants ("Class A Warrants") specified above. Each Class A
Warrant represented hereby initially entitles the Registered Holder to purchase,
subject to the terms and conditions set forth in this Warrant Certificate and
the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
share of Class A Common Stock, $.01 par value ("Class A Common Stock"), of
HEALTHCORE MEDICAL SOLUTIONS, INC., a Delaware corporation (the "Company"), at
any time between the date hereof, and the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with
the Subscription Form on the reverse hereof duly executed, at the corporate
office of American Stock Transfer & Trust Company as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $6.50 (the "Purchase
Price") in lawful money of the United States of America in cash or by official
bank or certified check made payable to the Company.
This Warrant Certificate and each Class A Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of
____________________, by and among the Company, the Warrant Agreement and D.H.
Blair Investment Banking Corp.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of securities subject to purchase
upon the exercise of each Class A Warrant represented hereby are subject to
modification or adjustment.
Each Class A Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Class A Common Stock will be
issued. In the case of the exercise of less than all the Class A Warrants
represented hereby, the Company shall cancel this Warrant Certificate upon the
surrender hereof and shall execute and deliver a new Warrant Certificate or
Warrant Certificates of like tenor, which the Warrant Agent shall countersign,
for the balance of such Class A Warrants.
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The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
____________________, or such earlier date as the Class A Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a day on
which banks are authorized to close, then the Expiration Date shall mean 5:00
P.M. (New York time) the next following day which in the State of New York is
not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of the Class A Warrants represented by this Warrant Certificate
unless a registration statement under the Securities Act of 1933, as amended,
with respect to such securities is effective. The Company has covenanted and
agreed that it will file a registration statement and will use its best efforts
to cause the same to become effective and to keep such registration statement
current while any of the Class A Warrants are outstanding. The Class A Warrants
represented hereby shall not be exercisable by a Registered Holder in any state
where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Class A Warrants, each of such new Warrant Certificates to
represent such number of Class A Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with any
applicable transfer fee in addition to any tax or other governmental charge
imposed in connection therewith, for registration of transfer of the Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Class A Warrants will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Warrant Agreement.
Prior to the exercise of any Class A Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
The Class A Warrants represented by this Warrant Certificate may be
redeemed at the option of the Company, at a redemption price of $.05 per Class A
Warrant at any time after _______, provided the Market Price (as defined in the
Warrant Agreement) for the Class A Common Stock shall exceed $9.10 per share.
Notice of redemption shall be given not later than the thirtieth day before the
date fixed for redemption, all as provided in the Warrant Agreement. On and
after the date fixed for redemption, the Registered Holder shall have no rights
with respect to the Class A Warrants represented hereby except to receive the
$.05 per Class A Warrant upon surrender of this Warrant Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Class A Warrant represented hereby (notwithstanding any
notations of ownership or writing
<PAGE>
hereon made by anyone other than a duly authorized officer of the Company or the
Warrant Agent) for all purposes and shall not be affected by any notice to the
contrary.
The Company has agreed to pay a fee of 5% of the Purchase Price upon
certain conditions as specified in the Warrant Agreement upon the exercise of
the Class A Warrants represented hereby.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
HEALTHCORE MEDICAL SOLUTIONS, INC.
Dated: ___________ By: ______________________________
By: ______________________________
[seal]
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY
as Warrant Agent
By ___________________________
Authorized Officer