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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
AMENDING FORM 8-A DATED DECEMBER 18, 1997 IN ITS ENTIRETY
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 American Stock Exchange, Inc.
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), check the following box. [X]
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. [ ]
Securities Act registration statement file number to which this form
relates: 333-37633 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
(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 $.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, Registration No. 333-37633 (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).
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* Incorporated by reference as indicated pursuant to Rule 12b-32.
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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, thereto duly
authorized.
PENTEGRA DENTAL GROUP, INC.
By /s/ Kimberlee K. Rozman
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Kimberlee K. Rozman
Senior Vice President, General
Counsel and Secretary
Date: December 24, 1997
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