UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN MEDICAL PROVIDERS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 76-0530185
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3555 TIMMONS LANE, SUITE 1550, HOUSTON, TEXAS 77027
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Class A Common Stock, American Stock Exchange
$.001 Par Value
Per Share
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), please 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), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Class A Common Stock, $.001 par value
per share (the "Common Stock") to be registered is incorporated herein by
reference to the section entitled "Description of Capital Stock" contained in
the Registrant's Registration Statement on Form S-1 (Registration No. 333-39441)
filed with the Securities and Exchange Commission on November 4, 1997, as
amended, (the "Registration Statement"). The Registration Statement relates to
the proposed public offering of the Class A Common Stock. The form of prospectus
to be subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed to be incorporated herein by
reference.
ITEM 2. EXHIBITS.
1. A specimen of the Class A Common Stock Certificate is incorporated
herein by reference to the Exhibit 4.2 to Amendment No. 3 to the
Registration Statement.
2. A specimen of the Class B Common Stock Certificate is incorporated
herein by reference to the Exhibit 4.3 to Amendment No. 3 to the
Registration Statement.
3. The Form of Underwriting Agreement is incorporated herein by
reference to Exhibit 1.1 to Amendment No. 3 to the Registration
Statement.
4. Form of Amended and Restated Certificate of Incorporation of
American Medical Providers, Inc. (the "Company") is incorporated
herein by reference to Exhibit 3.1 to Amendment No. 3 to the
Registration Statement.
5. Form of Amended and Restated Bylaws of the Company is incorporated
herein by reference to Exhibit 3.2 to Amendment No. 3 to the
Registration Statement.
6. Form of the Series A Preferred Stock Certificate of Designation is
incorporated herein by reference to Exhibit 4.1 to Amendment No. 3
to the Registration Statement.
7. Form of 1997 Incentive and Non-Qualified Stock Option Plan of the
Company is incorporated herein by reference to Exhibit 10.1 to
Amendment No. 3 to the Registration Statement.
8. Form of Registration Rights Agreement between the Company and each
Doctor of Podiatric Medicine practice owner is incorporated herein
by reference to Exhibit 10.11 to the Registration Statement.
9. Form of Stockholder Protection Agreement between the Company and
______________, as Rights Agent is incorporated herein by reference
to Exhibit 10.12 to Amendment No. 3 to the Registration
Statement.
2
<PAGE>
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.
AMERICAN MEDICAL PROVIDERS, INC.
("Registrant")
Date: March 17, 1998
By: /s/ Cecil R. Pickens
Name: Cecil R. Pickens
Title: Vice President and Chief Executive
Officer
