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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHYSICIAN HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-2199947
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Lakeside Commons
990 Hammond Drive, Suite 300
Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
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
None None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates: 333-40073 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0025 per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities to be registered hereby is Common Stock, par
value $.0025 per share (the "Common Stock"), of Physician Health Corporation, a
Delaware corporation (the "Company"). For descriptions of the Common Stock, the
other capital stock of the Company and certain anti-takeover provisions included
in the charter of the Company, see the information set forth under the caption
"Description of Capital Stock" in (i) the prospectus subject to completion dated
January 28, 1998, included in Part I of the Registration Statement on Form S-1
(the "Registration Statement") of the Company, originally filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on November 12, 1997, and (ii) the
related final form of prospectus to be filed with the Commission under Rule
424(b) of the Securities Act, which descriptions are incorporated herein by
reference. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof to
the extent that another document incorporated herein by reference modifies or
supersedes such previous statement.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement
on Form 8-A:
*1 Form of certificate representing the Common Stock (incorporated herein by
reference to Exhibit 4.1 of the Registration Statement).
*2(a) Fifth Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1a of the Registration
Statement).
*2(b) Second Amended and Restated Certificate of Designation, Preferences
and Rights of the Series B Redeemable Convertible Preferred Stock of the
Company (incorporated herein by reference to Exhibit 3.2 of the
Registration Statement).
*2(c) Certificate of Amendment to the Second Amended and Restated Certificate
of Designation, Preferences and Rights of the Series B Redeemable
Convertible Preferred Stock and the Series B Non-Voting Redeemable
Convertible Preferred Stock of the Company (incorporated herein by
reference to Exhibit 3.2a of the Registration Statement).
*2(d) Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.3 of the Registration Statement).
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* Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURES
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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, thereunder duly authorized.
PHYSICIAN HEALTH CORPORATION
By /s/ Sarah C. Garvin
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Sarah C. Garvin
President and Chief Executive Officer
Date: February 13, 1998
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