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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
CHAMPION HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-2283872
(State of Incorporation (I.R.S. Employer Identification No.)
or organization)
515 W. GREENS ROAD, SUITE 800,
HOUSTON, TEXAS 77067
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
Common Stock, $.01 par value
(Title of each class to be registered)
New York Stock Exchange*
(Name of each exchange on which
each class is to be registered)
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* Previously registered on the American Stock Exchange.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Champion Healthcare Corporation (the "Company")
consists of 25,000,000 authorized shares of Common Stock, par value
$.01 per share (the "Common Stock"), 500,000 authorized shares of
Series C Cumulative Convertible Preferred Stock, par value $.01 per
share and 2,200,000 shares of Series D Cumulative Convertible
Preferred Stock, par value $.01 per share (together, the "Preferred
Stock"). Only the Common Stock is being registered hereby.
Each share of Common Stock is entitled to participate pro rata in
dividends and distributions, if any, with respect to the Common Stock
when, as and if declared by the Board of Directors from funds legally
available therefor. The shares of Common Stock have no preemptive
rights.
Upon liquidation of the Company, the assets then legally available for
distribution to the holders of the shares of the Company's Common
Stock would be distributed ratably among such holders in proportion to
their share holdings.
Shares of Common Stock are not redeemable, do not have any conversion
rights, and are not subject to call. The shares of Common Stock
presently outstanding are fully paid and non-assessable.
Each stockholder is entitled to one vote for each share of Common
Stock held by him or her. Cumulative voting is not permitted in the
election of directors.
A complete description of the Preferred Stock, including its impact on
the rights of the Common Stock and its effect on a potential change in
control of the Company, is set forth in the Company's Amended and
Restated Certificate of Incorporation, attached hereto as Exhibit 3.1
and incorporated by reference herein.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which no other securities of the Company are
registered. Accordingly, the following exhibits required in
accordance with Part II to the Instructions as to exhibits on Form 8-A
have been duly filed with the New York Stock Exchange but, except for
the Company's Amended and Restated Certificate of Incorporation, are
not being filed with, nor incorporated by reference in, this
Registration Statement being filed with the Commission:
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The Company's Form 10-K Annual Report for the year ended December 31,
1995.
The Company's Amended Form 10-K Annual Report for the year ended
December 31, 1995.
The Company's Form 10-Q Quarterly Report for the quarter ended March
31, 1996.
The Company's Definitive Proxy Statement dated July 18, 1996.
* The Company's Amended and Restated Certificate of Incorporation.
The Company's Bylaws.
Specimen of the Company's Common Stock certificate.
The Company's Annual Report to Stockholders with respect to the year
ended December 31, 1996.
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* Filed with the Commission as Exhibit 3.01 to the Company's Schedule 14A
Definitive Proxy Statement dated January 22, 1996; such Exhibit is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
CHAMPION HEALTHCARE CORPORATION
By: /s/ James G. VanDevender
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James G. VanDevender
Executive Vice President and
Chief Financial Officer
Date: July 17, 1996
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EXHIBIT INDEX
Exhibit No. Description
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3.1* Champion Healthcare Corporation Amended and Restated Certificate
of Incorporation.
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* Filed with the Commission as Exhibit 3.01 to the Company's Schedule 14A
Definitive Proxy Statement dated January 22, 1996; such Exhibit is
incorporated herein by reference.
