As filed with the Securities and Exchange Commission on April 6, 1999
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROVANTAGE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1508848
(State of incorporation ) (I.R.S. Employer
or organization) Identification No.)
13555 Bishops Court, Suite 201, Brookfield, Wisconsin 53005
(Address of principal executive offices) (Zip Code)
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. [ ]
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. [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:
333-71743
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange in which
to be so registered each class is to be registered
Common Stock, $0.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
Descriptions of the Common Stock, $.01 par value,
and the Preferred Stock Purchase Rights of
ProVantage Health Services, Inc. (the
"Registrant") to be registered hereunder are
contained under the caption "Description of
Capital Stock" in the Prospectus constituting a
part of the Registration Statement on Form S-1
filed by the Registrant with the Commission on
February 4, 1999, as amended (File No. 333-71743)
(the "Form S-1 Registration Statement"), which
descriptions are incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are incorporated herein by
reference as part of this Registration Statement:
1.Form of Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement).
2.Form of Amended and Restated By-Laws
(incorporated by reference to Exhibit 3.2 to
the Form S-1 Registration Statement).
3. Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to
the Form S-1 Registration Statement).
4. Form of Rights Agreement between the
Registrant and Norwest Bank Minnesota, N.A., as
Rights Agent (incorporated by reference to
Exhibit 4.2 to the Form S-1 Registration
Statement).
<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.
(Registrant) ProVantage Health Services, Inc.
Date: March 31, 1999
By: /s/ Patricia Nussle
--------------------------------
Patricia Nussle
Vice President - Legal Affairs
<PAGE>
ProVantage Health Services, Inc.
Form 8-A Exhibit Index
Exhibit Number Description
1.Form of Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement).
2.Form of Amended and Restated By-Laws
(incorporated by reference to Exhibit 3.2 to
the Form S-1 Registration Statement).
3. Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to
the Form S-1 Registration Statement).
4. Form of Rights Agreement between the
Registrant and Norwest Bank Minnesota, N.A., as
Rights Agent (incorporated by reference to
Exhibit 4.2 to the Form S-1 Registration
Statement).
