FORM 8-A/A
Securities and Exchange Commission
Washington, D.C. 20549
For registration of certain classes of securities
pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934
SFBC INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
Delaware 8731 59-2407464
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) dentification No.)
11190 Biscayne Blvd.
Miami, FL 33181
(305) 895-0304
(Address and telephone number or intended principal place of business)
Securities to be registered pursuant to Section 12(b) of the Act:
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. [ ]
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. [X]
Securities Act registration statement file number to which this form
relates: 333-85429
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
Redeemable Warrants
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
SFBC International, Inc. hereby incorporates by reference herein the description
of its common stock, par value $0.001 per share, and the description of its
redeemable warrants appearing under the caption "Description of Capital Stock"
in the form of preliminary prospectus contained in the Registration Statement on
Form SB-2, as filed with the Securities and Exchange Commission on September 8,
2000 and as the same may be subsequently amended. Any form of prospectus that
constitutes part of the Registration Statement and is subsequently filed by the
registrant with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, or otherwise, or otherwise, shall
be deemed incorporated by reference herein.
Item 2. Exhibits.
The registrant hereby incorporates by reference herein the following exhibits to
the registrant's Registration Statement on Form SB-2 and subsequent exhibits
contained in later amendments to Form SB-2.
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Exhibit Number Description
-------------- -----------
<S> <C>
2 Agreement and Plan of Merger (1)
3.1 Certificate of Incorporation (1)
3.2 First Amendment to Certificate of Incorporation (1)
3.3 Form of Certificate of Correction to Certificate of Incorporation (3)
3.4 Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Warrant Agreement (3)
4.3 Form of Warrant (3)
10.1 Employment Agreement of Arnold Hantman (2)
10.2 Employment Agreement of Lisa Krinsky, M.D. (2)
10.3 Employment Agreement of Dr. Gregory Holmes (1)
10.4 Amended and Restated 1999 Stock Option Plan (2)
10.5 Heller Healthcare Finance Loan Agreement, as amended (2)
10.6 $383,000 Secured Note (1)
10.7 Employment Agreement of D. Scott Davis (2)
10.8 Asset Purchase Agreement (2)*
10.9 Strategic Alliance Agreement (2)
10.10 Audit Committee Charter (2)
21 Subsidiaries (2)
27 Financial Data Schedule (2)
</TABLE>
(1) Contained in Form SB-2 filed on August 17, 1999
(2) Contained in Form SB-2 /A-2 filed on July 21, 2000
(3) Contained in Form SB-2/A-3 filed on September 8, 2000
* Confidential Portions have been omitted and filed separately under an
application for Confidential Treatment.
<PAGE>
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.
Registrant: SFBC International, Inc.
Date: September 14, 2000
By: /s/ ARNOLD HANTMAN
---------------------------------
Arnold Hantman
Chief Executive Officer
