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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
TRANSWORLD HEALTHCARE, INC.
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(Exact name of Registrant as specified in its charter)
New York 13-3098275
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
555 Madison Avenue New York, New York 10022
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(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 each class
to be so registered is to be registered
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Common Stock, $.01 par value 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), please 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 to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The Company's authorized capital stock currently consists of 40,000,000 shares
of Common Stock and 2,000,000 shares of preferred stock, par value $.01per share
(the "Preferred Stock"). No shares of Preferred Stock are issued or outstanding.
Each share of Common Stock entitles the holder thereof to one vote. Holders of
Common Stock have equal ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors and are entitled to
share ratably, as a single class, in all of the assets of the Company available
for distribution to holders of Common Stock upon the liquidation, dissolution or
winding up of the affairs of the Company. Holders of Common Stock do not have
preemptive, subscription or conversion rights. There are no redemption or
sinking fund provisions for the benefit of holders of the Common Stock in the
Company's Restated Certificate of Incorporation. .
Item 2. Exhibits.
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Incorporated By
Reference To Exhibit No.
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1. Constituent instruments defining rights of
holders of securities to be registered.
1.1 Restated Certificate of Incorporation of (1) 3.1
the Company filed on December 12, 1990, as
amended on August 7, 1992
1.2 Certificate of Amendment to the Restated (1) 3.2
Certificate of Incorporation of the
Company filed on June 28, 1995
1.3 Certificate of Amendment to the Restated (1) 3.3
Certificate of Incorporation of the
Company filed on October 9, 1996
1.4 Certificate of Amendment to the Restated (1) 3.4
Certificate of Incorporation of the
Company filed on May 6, 1997
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Incorporated By
Reference To Exhibit No.
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1.6 Certificate of Amendment to the Restated (2) 3.5
Certificate of Incorporation of the
Company filed on April 16, 1998.
1.7 Restated By-laws of the Company, as (3) 3.4
amended
2. Specimen of each security to be registered hereunder.
2.1 Specimen of Certificate for Common Shares. (4) 4.1
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(1) Incorporated herein by reference to the Company's Quarterly Report on Form
10-Q for the Quarter ended April 30, 1997.
(2) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the year ended September 30, 1998.
(3) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the year ended October 31, 1996.
(4) Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement (No. 33-50876) on Form S-1.
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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.
TRANSWORLD HEALTHCARE, INC.
By: /s/ Wayne A. Palladino
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Name: Wayne A. Palladino
Title: Senior Vice President and
Chief Financial Officer
Date: April 28, 1999
