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
RIGHTCHOICE MANAGED CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-030308*
(State of Incorporation (IRS Employer
or Organization) Identification No.)
1831 Chestnut Street, St. Louis, MO 63103
(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), check
the following box. [x]
If this form relates to the registration of a class of
securities and pursuant to Section 12(g) of the Exchange Act
and is pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to
which this form relates: 333-34750
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On
To Be So Registered Which
Each Class Is To Be
Registered
Common Stock, par New York Stock Exchange
value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock, par value $0.01 per
share, of RightCHOICE Managed Care, Inc., a Delaware corporation
(the "Company"), is set forth under various captions in the Proxy
Statement/Prospectus that forms part of the Registration
Statement on Form S-4 (Registration No. 333-34750) (the
"Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), on April 14, 2000. The
information set forth under the following captions of the Proxy
Statement/Prospectus is hereby incorporated by reference in
answer to this item:
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Authorized Stock -- Common Stock,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Classified Board,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Limitations on Ownership,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Cumulative Voting,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Preemptive Rights,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Amendments to Certificate of Incorporation,"
-- "NEW RIGHTCHOICE CERTIFICATE OF INCORPORATION AND BYLAWS --
Amendments to Bylaws,"
-- "COMPARISON OF RIGHTS OF SHAREHOLDERS OF RIGHTCHOICE AND NEW
RIGHTCHOICE -- Rights Upon Liquidation,"
-- "COMPARISON OF RIGHTS OF SHAREHOLDERS OF RIGHTCHOICE AND NEW
RIGHTCHOICE -- Preemptive Rights," and
-- "COMPARISON OF RIGHTS OF SHAREHOLDERS OF RIGHTCHOICE AND NEW
RIGHTCHOICE -- Shareholder Voting on Mergers or Consolidations --
New RightCHOICE"
Definitive copies of the Proxy Statement/Prospectus describing
the Common Stock will be filed pursuant to an amendment to the
Registration Statement under the Securities Act and shall be
deemed incorporated by reference into this registration statement
on Form 8-A. The Company's Common Stock does not have any
conversion rights, sinking fund provisions or redemption
provisions or any liability to further calls or assessments by
the Company.
Item 2. Exhibits
The following exhibits were filed as part of the Registration Statement:
2.1 Certificate of Incorporation of RightCHOICE Managed Care,
Inc., a Delaware corporation, incorporated by reference to
Exhibit 3(a) to the Registration Statement;
2.2 Bylaws of RightCHOICE Managed Care, Inc., a Delaware
corporation, incorporated by reference to Exhibit 3(b) to the
Registration Statement;
2.3 Form of Voting Trust and Divestiture Agreement, to be
entered into by and among RightCHOICE Managed Care, Inc., a
Delaware corporation, The Missouri Foundation For Health, a
Missouri nonprofit public benefit corporation, and the trustee to
be named therein, incorporated by reference to Exhibit 9 to the
Registration Statement;
2.4 Form of Registration Rights Agreement, to be entered into by
and between RightCHOICE Managed Care, Inc., a Delaware
corporation, and The Missouri Foundation For Health, a Missouri
nonprofit public benefit corporation, incorporated by reference
to Exhibit 10(b) to the Registration Statement.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
RIGHTCHOICE MANAGED CARE, INC.,
a Delaware corporation
Date May 22, 2000 By /s/ Sandra Van Trease
Sandra A. Van Trease
Vice Chairman of the Board
Executive Vice President and Treasurer
_______________________________
*This is the current Internal Revenue Service Employer
Identification Number for Blue Cross and Blue Shield of
Missouri and will be the Internal Revenue Service Employer
Identification Number of the Registrant upon consummation
of the reorganization described in the Registration
Statement referred to in Item 1 hereto.
