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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
NOVAMED EYECARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4116193
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the registration of
registration of a class of securities a class of securities pursuant to Section
pursuant to Section 12(b) of The 12(g) of The Exchange Act and is
Exchange Act and is effective effective pursuant to General
pursuant to General Instruction Instruction A.(d), please check the
A.(c), please check the following following box. [X]
box. [_]
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Securities Act registration Statement file number to which this from related:
333-79271
Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock,
$0.01 par value per share NASDAQ National Market
Preferred Stock Purchase Rights NASDAQ National Market
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Common Stock, $0.01 par value per share, and the
Series E Junior Participating Preferred Stock, $0.01 par value per share, of the
Registrant to be registered that is contained in the "Description of Securities"
section, including the "Rights Plan" of the Registrant's Registration Statement
on Form S-1, File No. 333-79271, filed with the Securities and Exchange
Commission on May 25, 1999, as amended from time to time (the "Registration
Statement"), is hereby incorporated herein by reference. Any form of prospectus
that constitutes part of the Registration Statement and is filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
shall be deemed incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
Number Description of Document
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3.1* Amended and Restated Certificate of Incorporation of the Registrant
3.2* Bylaws of the Registrant
4.1* Specimen stock certificate representing Common Stock
4.2* Form of Registrant's Rights Agreement
10.4* Registration Rights Agreement
10.5* Subordinated Registration Rights Agreement
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* Incorporated by reference to the corresponding exhibit to the Registrants'
registration statement on Form S-1 filed on May 25, 1999, as amended from time
to time.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
NOVAMED EYECARE, INC.
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(Registrant)
Dated: July 8, 1999 By: /S/Stephen J. Winjum
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Stephen J. Winjum, Chairman of the Board, President
and Chief Executive Officer
