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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 3 TO 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
Medaphis Corporation
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(Exact name of registrant as specified in its charter)
Delaware 58-1651222
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
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 Instructions A(c)(2),
please check the following box. [ ]
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
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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Item 1. Description of Registrant's Securities to be Registered.
The Registrant's authorized capital stock consists of 200,000,000 shares
of common stock, par value $.01 per share (the "Common Stock") and 600,000
shares of non-voting common stock, par value $.01 per share (the "Non-Voting
Common Stock"). Holders of shares of Common Stock are entitled to one vote per
share on all matters upon which stockholders have the right to vote. Holders of
Non-Voting Common Stock have no rights to vote under the Registrant's Amended
and Restated Certificate of Incorporation except as provided by law. Holders of
shares of Common Stock and Non-Voting Common Stock are entitled to receive such
dividends as from time to time may be declared by the Board of Directors. The
dividends declared on Non-Voting Common Stock shall be equal to the dividends
declared on Common Stock; provided, however, that in the event holders of Common
Stock receive a dividend payable in shares of Common Stock, holders of
Non-Voting Common Stock shall receive an equivalent dividend, payable in shares
of Non-Voting Common Stock. Holders of shares of Common Stock and Non-Voting
Common Stock are entitled to share ratably in all assets available for
distribution in the event of a liquidation, dissolution or winding-up of the
Registrant. Shares of Non-Voting Common Stock are convertible at the option of
the holder and at any time into an equal number of shares of Common Stock.
Holders of shares of Common Stock and Non-Voting Common Stock have no cumulative
voting or pre-emptive rights. All outstanding shares of Common Stock and
Non-Voting Common Stock are fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is SunTrust Bank.
Section 203 of the Delaware General Corporation Law generally restricts a
corporation from entering into certain business combinations with an interested
stockholder (defined as any person or entity that is the beneficial owner of at
least 15% of a corporation's voting stock) or its affiliates for a period of
three years from the time such stockholder became an interested stockholder,
unless (i) the transaction is approved by the Board of Directors of the
corporation prior to the date such person became an interested stockholder; (ii)
the interested stockholder acquires 85% of the corporation's voting stock in the
same transaction in which it exceeds 15%; or (iii) the business combination is
approved by the Board of Directors and by vote of two-thirds of the outstanding
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voting stock not owned by the interested stockholder. The Delaware General
Corporation Law provides that a corporation may elect not to be governed by
Section 203. At present, the Registrant does not intend to make such an election
and intends to avail itself of the rights afforded by Section 203. The effect of
Section 203 may be to render more difficult a change of control of the
Registrant.
Item 2. Exhibits.
Exhibit No.
3.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form S-1 (File No. 33-42216)).
3.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 3 of
Registrant's Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1993 (File No. 000-19480)).
3.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 3.3 to
the Registrant's Form 8A/A, filed on March 28, 1995).
3.4 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement on Form S-8 (File No.
333-03213)).
3.5 Amended and Restated By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the Year Ended
December 31, 1992 (File No. 000-19480)).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 of Registrant's Annual Report on Form 10-K for the Year Ended
December 31, 1995 (File No. 000-19480)).
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Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Form 8-A/A to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: May 22, 1996
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President --
Finance, Chief Financial Officer
and Assistant Secretary
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