<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENTEGRA DENTAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0545043
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2999 North 44th Street
Suite 650
Phoenix, Arizona 85018
(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
Common Stock, $0.001 Par Value The American Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(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 Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The class of securities to be registered hereby is Common Stock, par
value $.001 per share (the "Common Stock"), of Pentegra Dental Group, Inc., 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 December 11, 1997, included in Part I of Amendment No. 1 to
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 October 10, 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or superseded for purposes hereof to the extent that another document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 Common Stock (incorporated herein by
reference to Exhibit 4.1 of the Registration Statement).
*2(a) Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 of the Registration Statement).
*2(b) Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
of the Registration Statement).
- ----------------------
*Incorporated by reference as indicated pursuant to Rule 12b-32.
2
<PAGE>
SIGNATURES
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.
PENTEGRA DENTAL GROUP, INC.
By /s/ Kimberlee K. Rozman
------------------------------
Kimberlee K. Rozman
Senior Vice President, General
Counsel and Secretary
Date: December 18, 1997
3
