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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEALTHCARE INTEGRATED SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3119929
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(State of incorporation or organization) (IRS Employer Identification No.)
Shrewsbury Executive Center II,
1040 Broad Street, Shrewsbury, New Jersey 07702
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
To be so registered be registered
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Common Stock, $0.01 par value per share The American Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered
GENERAL
The authorized capital stock of HealthCare Integrated Services, Inc. (the
"Registrant") presently consists of 50.0 million shares of common stock, par
value $0.01 per share (the "Common Stock"), and 1.0 million shares of preferred
stock, par value $0.10 per share (the "Preferred Stock"). By letter dated
January 12, 2000, The American Stock Exchange accepted the Common Stock for
listing on its exchange.
COMMON STOCK
Each outstanding share of Common Stock entitles the holder to one vote,
either in person or by proxy, on all matters presented to the Registrant's
stockholders for a vote. Holders of Common Stock are entitled to receive ratably
such distributions as may be declared on the Common Stock by the Registrant's
Board of Directors (the "Board") in its discretion from funds legally available
therefor. In the event of the liquidation, dissolution or winding up of the
Registrant, holders of Common Stock are entitled to share ratably in all assets
of the Registrant legally available for distribution to such holders after the
payment of all debts and other liabilities and after distribution to preferred
stockholders legally entitled thereto. Holders of Common Stock have no
subscription, redemption, conversion or preemptive rights. Matters submitted for
stockholder approval generally require a majority vote of the shares present and
voting thereon. The outstanding shares of Common Stock are fully paid and
nonassessable.
PREFERRED STOCK
The Registrant's Certificate of Incorporation authorizes the Board (without
further action by stockholders unless such action is required by applicable law
or regulation or the rules of any exchange on which the Registrant's securities
may be included) to issue from time to time, in one or more series, shares of
Preferred Stock with such designations and preferences, relative voting rights,
redemption, conversion, participation and other rights and qualifications,
limitations and restrictions as permitted by law. The Board, by its approval of
certain series of Preferred Stock, could adversely affect the voting power of
the holders of Common Stock, and, by issuing shares of Preferred Stock with
certain voting, conversion, redemption rights or other terms, could delay,
discourage or make more difficult changes of control or management of the
Registrant. Currently, there are no outstanding shares of Preferred Stock, other
than 871.743 outstanding shares of Series D Cumulative Accelerating Redeemable
Preferred Stock of the Registrant.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Registrant is subject to Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits certain publicly-held
Delaware corporations from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date of the
transaction in which the person or entity became an interested stockholder,
unless the
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business combination is approved in a prescribed manner or certain other
exemptions apply. For purposes of Section 203, "business combination" is defined
broadly to include mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Generally, an "interested
stockholder" is any person or entity who, together with affiliates and
associates, owns (or within the three immediately preceding years did own) 15%
or more of the corporation's voting stock.
Item 2. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit Number Exhibit Title or Description
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3.1 Certificate of Incorporation of Registrant
(Incorporated by Reference to Exhibit 3.1 to
the Registrant's Registration Statement on
Form S-1, Registration Number 33-42091,
filed with the Securities and Exchange
Commission on August 13, 1991)
3.2 Certificate of Designations, Preferences and
Rights of Series C Convertible Preferred
Stock of the Registrant (Incorporated by
Reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1995)
3.3 Bylaws of the Registrant (Incorporated by
Reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1,
Registration Number 33-42091, filed with the
Securities and Exchange Commission on
August 13, 1991)
3.4 Certificate of Amendment of the Certificate
of Incorporation of the Registrant
(Incorporated by Reference to Exhibit 3.4 to
the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996)
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3.5 Certificate of Designations, Preferences and
Rights of Series D Cumulative Accelerating
Redeemable Preferred Stock of the Registrant
(Incorporated by Reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
Commission on October 16, 1998)
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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.
Dated: January 13, 2000 HealthCare Integrated Services, Inc.
By: /s/ Elliott H. Vernon
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Name: Elliott H. Vernon
Title: Chairman of the Board
and Chief Executive Officer
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