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
AMERIGROUP Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1739323
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
4425 Corporation Lane, Virginia Beach, VA 23462
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(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box. [x]
Securities Act registration statement
file number to which this form relates: 333-37410
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Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock,
par value $.01 per share NASDAQ National Market
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading
"Description of Capital Stock" in the Registrant's prospectus, which
constitutes a part of the Registrant's registration statement on Form S-1,
as amended (File No. 333-37410), (the "Registration Statement"), filed
under the Securities Act of 1933, as amended, which information is hereby
incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits to this registration statement have been
filed as exhibits to the Registration Statement and are hereby incorporated
herein by reference.
Exhibit
Number Description of Exhibit
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Form of By-Laws of the Company.
3.3 Form of share certificate for common stock.
3.4 AMERIGROUP Corporation Second Restated Investor Rights Agreement,
dated July 28, 1998.
3.5 Silicon Valley Registration Rights Agreement, entered into as of
May 15,1998.
3.6 Stock Restriction and Registration Rights Agreement, between
AMERIGROUP Corporation and Prudential Health Care Plan, Inc.
3.7 Form of warrant issued in connection with the sale of Series E
Redeemable Preferred Stock.
3.8 Common Stock Purchase Warrant Issued to Silicon Valley Bank, dated
May 15, 1998.
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.
Dated: July 24, 2000
AMERIGROUP Corporation
By: /s/ Stanley F. Baldwin
Name: Stanley F. Baldwin
Title:Senior Vice President, General
Counsel and Secretary
