HEALTHSOURCE INC
8-A12B, 1996-06-25
HOSPITAL & MEDICAL SERVICE PLANS
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<PAGE>   1
                                    FORM 8-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

                               HEALTHSOURCE, INC.
             (Exact name of registrant as specified in its charter)

              New Hampshire                         02-0387748
      (State of incorporation or            (I.R.S. Employer Identification 
              organization)                              No.)

     Two College Park Drive, Hooksett, NH                        03105
     (Address of principal executive offices)                  (Zip Code)
                 
Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class               Name of each exchange on which
      to be so registered               each class is to be registered

  5% Convertible Subordinated               New York Stock Exchange
       Notes Due 2003

      If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.  [__]

      If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.  [__]

Securities to be registered pursuant to Section 12(g) of the Act:

                                      
                                     N/A
                        -----------------------------
                               (Title of class)




<PAGE>   2


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

         The description of the Healthsource, Inc. (the "Company") 5% 
Convertible Subordinated Notes Due 2003 set forth in the Company's Form S-3 
Registration Statement, No. 333-5223, filed on June 5, 1996, is hereby 
incorporated by reference.

Item 2.  Exhibits

      1. Indenture dated as of March 6, 1996 by and between Healthsource, Inc.
         and The Bank of New York as Trustee and the form of First Supplemental
         Indenture dated as of June 3, 1996 (filed as Exhibit 4.1 to the
         Company's Form S-3 Registration Statement, No. 333-5223, filed on June
         5, 1996)

      2. Note Resale Registration Rights Agreement dated as of March 6, 1996 by
         and between Healthsource, Inc. and Bear, Stearns & Co., Inc. for itself
         and on behalf of the Initial Purchasers named therein (filed as
         Exhibit 4.2 to the Company's Form S-3 Registration Statement, No.
         333-5223, filed on June 5, 1996)



<PAGE>   3

                                    SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Healthsource, Inc. has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
    
                                          HEALTHSOURCE, INC.


Dated: June 25, 1996                      By: /s/ Norman C. Payson, M.D.
                                          ------------------------------------
                                          Name: Norman C. Payson, M.D.
                                          Title: President and Chief Executive
                                                 Officer



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