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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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
NATIONAL MEDICAL ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2557091
(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
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2700 Colorado Avenue
Santa Monica, CA 90404
(310) 998-8000
(Address, including zip code, and telephone number
of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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___% Senior Notes due 2002 New York Stock Exchange
___% Senior Subordinated Notes due 2005 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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NATIONAL MEDICAL ENTERPRISES, INC.
REGISTRATION STATEMENT ON FORM 8-A
Item 1 Description of Registrant's Securities to be Registered
This Registration Statement relates to the registration with the Securities
and Exchange Commission (the "Commission") of $300,000,000 aggregate principal
amount of ___% Senior Notes due 2002 (the "Senior Notes") and $700,000,000
aggregate principal amount of ___% Senior Subordinated Notes due 2005 (the
"Senior Subordinated Notes" and, together with the Senior Notes, the "Notes") of
National Medical Enterprises, Inc., a Nevada corporation ("NME"), which Notes
are being issued by NME in connection with an underwritten offering. The
description of the Notes to be registered hereunder is set forth under the
caption "DESCRIPTION OF NOTES" included on pages 81 through 104 in the
Registrant's Registration Statement on Form S-3 (No. 33-57057) filed with the
Commission on December 23, 1994, as amended January 31, 1995, and as amended
February 13, 1995 (the "Registration Statement"), is hereby incorporated herein
by reference.
Said description of the Registrant's securities have not previously been
filed with the New York Stock Exchange on which the Registrant's securities are
to be registered and, therefore, shall be filed with copies of the application
filed with such exchange, in accordance with the instructions in Item 1 of Form
8-A.
Item 2 Exhibits
The securities described are to be registered on the New York Stock
Exchange on which other securities of the Registrant are currently registered.
Accordingly, the following copies of all constituent instruments defining the
rights of the holders of each class of such securities, including any contracts
or other documents which limit or qualify the rights of such holders, will be
filed as exhibits with each copy of the registration statement filed with the
Commission or with an exchange subject to Rule 12b-32 regarding incorporation of
exhibits by reference.
4.1 Form of Indenture for the Registrant's Convertible Floating Rate
Debentures, dated as of February 1, 1992, among NME PIP Funding I, Inc.,
the Registrant and Bankers Trust Company, as Trustee (Incorporated by
reference to Exhibit 4(a) to Registration Statement on Form S-3,
Registration No. 33-45689, dated February 14, 1992)
4.2 Form of Convertible Floating Rate Debenture due April 3, 1996 (Incorporated
by reference to Exhibit (e) to Registrant's Registration Statement on Form
S-3, Registration No. 33-45689, dated February 14, 1992)
4.3 Agreement Providing for First Amendment to Convertible Floating Rate
Debentures due April 3, 1996, dated as of December 11, 1991, between the
Registrant and NME PIP Funding I, Inc. (Incorporated by reference to
Exhibit (f) to Registrant's Registration Statement on Form S-3,
Registration No. 33-45689, dated February 14, 1992)
4.4 Certificate of Designation, Preferences and Rights of Series B Convertible
Preferred Stock (Incorporated by reference to Exhibit 4(d) to Registrant's
Annual Report on Form 10-K dated August 23, 1991)
4.5 Form of Investment Option Agreement (Incorporated by reference to Exhibit
10(e) to Registrant's Annual Report on Form 10-K dated August 28, 1989)
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4.6 Indenture, dated as of March 1, 1991, between the Registrant and The Bank
of New York, as Trustee (Incorporated by reference to Exhibit 4(a) to
Registrant's Annual Report on Form 10-K dated August 23, 1991)
4.7 Indenture, dated as of April 1, 1985, between the Registrant and The Bank
of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-3,
File No. 2-96780, filed with the Securities and Exchange Commission on
April 3, 1985)
4.8 Certificate of Designation, Preference and Rights of Series A Junior
Participating Preferred Stock (Incorporated by reference to Exhibit 4(h) to
Registrant's Annual Report on Form 10-K dated August 30, 1993)
4.9 Form of Indenture dated as of February 13, 1995 between the Registrant
and Bank of New York, as Trustee relating to the Senior Notes, including
the form of certificate representing the Senior Subordinated Notes
(Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-3, File No. 33-57057, filed
with the Securities and Exchange Commission on February 13, 1995)
4.10 Form of Indenture dated as of February 13, 1995 between Registrant and
Bank of New York, as Trustee relating to the Senior Subordinated Notes,
including the form of certificate representing the Senior Subordinated
Notes (Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-3, File No. 33-57057, filed
with the Securities and Exchange Commission on February 13, 1995).
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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.
NATIONAL MEDICAL ENTERPRISES, INC.
Date: February 13, 1995 By: /s/ SCOTT M. BROWN
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Scott M. Brown
Senior Vice President, Secretary
and General Counsel
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