STAR MULTI CARE SERVICES INC
8-A12G, 1996-09-04
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Star Multi Care Services, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



        New York                                            11-975534
- ------------------------------                  --------------------------------
  (State of Incorporation                               (I.R.S. Employer
     or Organization)                                 Identification Number)


99 Railroad Station Plaza, Hicksville, New York               11801
- -----------------------------------------------        --------------------
          (Address of Principal                             (Zip Code)
           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
filing    pursuant    to    General          effective  simultaneously  with the
Instruction  A(c)(1)  please  check          effectiveness   of   a   concurrent
the following box.  [_]                      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(b) of the Act: None

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


                     Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>



ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

               Information  required by this Item 1 relating to the Registrant's
Common  Stock is  incorporated  by reference  to the  Registrant's  Registration
Statement on Form S-4 (File No.  333-08499)  that was filed with the  Securities
and  Exchange  Commission,  under the  section  captioned  "Description  of Star
Capital Stock" on page 62 of the prospectus contained therein.

ITEM 2.        EXHIBITS

               3.             (a)      *     Certificate  of Incorporation filed
                                             April 25, 1961.               
                              (b)      *     Certificate of Amendment to  Certi-
                                             ficate   of   Incorporation   filed
                                             February 22, 1989.
                              (c)      *     Certificate  of Amendment to Certi-
                                             ficate   of   Incorporation   filed
                                             December 4, 1990.
                              (d)            Certificate    of    Amendment   to
                                             Certificate of Incorporation  filed
                                             February 3, 1994.  (Incorporated by
                                             reference  to  Exhibit  3(d) to the
                                             Company's  Annual  Report  on  Form
                                             10-KSB  for the  fiscal  year ended
                                             May 31, 1994.)
                              (e)            Certificate  of Change  filed March
                                             2, 1995. (Incorporated by reference
                                             to  Exhibit  3(e) to the  Company's
                                             Annual  Report on Form  10-KSB  for
                                             the  fiscal   year  ended  May  31,
                                             1995.)
                              (f)            By-Laws, as amended on November 18,
                                             1992  and   September   13,   1993.
                                             (Incorporated   by   reference   to
                                             Exhibit   3(e)  to  the   Company's
                                             Annual  Report on Form  10-KSB  for
                                             the  fiscal   year  ended  May  31,
                                             1994.)
               4.             (a)      *     Form  of  Common Stock Certificate.
                              (b)      *     Form  of  Underwriters'  Warrant.
- -------------------------------
*          Denotes   Exhibits   incorporated   by  reference  to  the  Company's
           Registration  Statement on Form S-18 dated May 14, 1991 (Registration
           No. 33-39697-NY).


                                       -2-

<PAGE>



                                    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.

                                                 STAR MULTI CARE SERVICES, INC.

Dated: September 4, 1996                         By:  /s/ Stephen Sternbach 
                                                   -----------------------------
                                                   Stephen Sternbach, President,
                                                   Chairman of the Board of 
                                                   Directors and Chief Executive
                                                   Officer


                                       -3-

<PAGE>



    EXHIBITS

               3.             (a)      *     Certificate  of Incorporation filed
                                             April 25, 1961.               
                              (b)      *     Certificate of Amendment to  Certi-
                                             ficate   of   Incorporation   filed
                                             February 22, 1989.
                              (c)      *     Certificate  of Amendment to Certi-
                                             ficate   of   Incorporation   filed
                                             December 4, 1990.
                              (d)            Certificate    of    Amendment   to
                                             Certificate of Incorporation  filed
                                             February 3, 1994.  (Incorporated by
                                             reference  to  Exhibit  3(d) to the
                                             Company's  Annual  Report  on  Form
                                             10-KSB  for the  fiscal  year ended
                                             May 31, 1994.)
                              (e)            Certificate  of Change  filed March
                                             2, 1995. (Incorporated by reference
                                             to  Exhibit  3(e) to the  Company's
                                             Annual  Report on Form  10-KSB  for
                                             the  fiscal   year  ended  May  31,
                                             1995.)
                              (f)            By-Laws, as amended on November 18,
                                             1992  and   September   13,   1993.
                                             (Incorporated   by   reference   to
                                             Exhibit   3(e)  to  the   Company's
                                             Annual  Report on Form  10-KSB  for
                                             the  fiscal   year  ended  May  31,
                                             1994.)
               4.             (a)      *     Form  of  Common Stock Certificate.
                              (b)      *     Form  of  Underwriters'  Warrant.
- -------------------------------
*              Denotes  Exhibits  incorporated  by  reference  to the  Company's
               Registration   Statement   on  Form  S-18  dated  May  14,   1991
               (Registration No. 33-39697-NY).


                                       -4-



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