Amendment No. 1
to
Form 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) or
The Securities Exchange Act of 1934
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3389871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
101 Southhall Lane, Suite 210, Maitland, Florida 32751
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
______________ ___________________________
Common Stock, par value $.01 NASDAQ
Item 1. General Information
(a) DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Florida
corporation, formerly known as DYNAMIC HEALTHCARE TECHNOLOGIES,
INC., a Nebraska corporation, was incorporated in Florida on May
10, 1996 (the "Registrant").
(b) The Registrant's fiscal year ends December 31.
Item 2. Transaction of Succession
(a) At the time of succession, the sole predecessor of
the Registrant was DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a
Nebraska corporation (the "Predecessor"). The Predecessor's
common stock, par value $.01 per share, was registered under
Section 12(b) of the Securities Exchange Act of 1934 (the "Act").
(b) The Registrant succeeded to the business of the
Predecessor pursuant to a merger of the Predecessor with and
into the Registrant (the "Merger"). Prior to the Merger,
Registrant was a wholly-owned subsidiary of the Predecessor, and
the sole purpose of the Merger was to effect a reincorporation
of the Predecessor in Florida.
The Merger was consummated on July 29, 1996. Upon
consummation of the Merger, each outstanding share of common
stock of the Predecessor was converted into one share of common
stock, par value $.01 per share of the Registrant, each
outstanding share of Series A Preferred Stock, par value $.01
per share, of the Predecessor was converted into one share of
Series A Preferred Stock, par value $.01 per share, of the
Registrant, and each outstanding share of Series B Preferred
Stock, par value $.01 per share, of the Predecessor was
converted into one share of Series B Preferred Stock, par value
$.01 per share, of the Registrant, without any action on the
part of the holders thereof; all outstanding warrants and stock
options to acquire common stock of the Predecessor were
converted into warrants and stock options to acquire an
equivalent number of shares of common stock of the Registrant on
identical terms and conditions.
A more complete description of the Merger is contained in
the definitive Proxy Statement of the Predecessor, dated April
22, 1996, a copy of which was filed with the Securities and
Exchange Commission on April 10, 1996.
Item 3. Securities to be Registered
The Registrant has 20,000,000 shares of common stock
authorized, of which, as of the close of business on July 30,
1996, 6,681,786 were issued and outstanding, and none were
issued and held by Registrant.
Item 4. Description of Registrants Securities to be
Registered
The title of the securities to be registered is "common
stock, par value $.01 per share." The holders of common stock
have equal, ratable rights to dividends from funds legally
available therefor, when, as and if declared by the board of
directors of the Registrant, and are entitled to share ratably
in all assets of the Registrant available for distribution to
holders of common stock upon the liquidation, dissolution or
winding-up of the Affairs of the Registrant Holders of common
stock do not have pre-emptive, subscription or conversion
rights. There are no redemption or sinking fund provisions in
the Registrant's articles of incorporation. The outstanding
shares of common stock are fully paid and non-assessable. The
Registrants articles of incorporation do not provide for
cumulative voting by shareholders.
Item 5. Financial Statements and Exhibits
(a) Financial Statements
No financial statements are required to be filed
with this registration statement because the capital structure
and balance sheet of the Registrant immediately after the
succession were substantially the same as those of the
Predecessor.
(b) Exhibits
2.1 Agreement and Plan of Merger, dated July 29,
1996, between the Registrant and the
Predecessor*
3.1 Articles of Incorporation*
3.2 Amendment to Articles of Incorporation*
3.3 By-Laws*
* Previously filed with Form 8-B Registration Statement filed
on behalf of Registrant on August 9, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
DYNAMIC HEALTHCARE TECHNOLOGIES,
INC.
Date: September 20, 1996 By: /S/PAUL S. GLOVER
Paul S. Glover, Vice President
Finance and Chief Financial
Officer
