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As filed with the Securities and Exchange Commission on August 22, 1997.
Registration No.
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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
SHARED MEDICAL SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 23-1704148
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(State of Incorporation) (IRS Employer Identification No.)
51 Valley Stream Parkway, Malvern, Pennsylvania 19355
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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
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(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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Common Stock, $.01 Par Value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The holders of the Registrant's Common Stock, par value $.01 per
share, are entitled to one vote per share at all meetings of stockholders on all
matters to come before the meeting. Holders of the Common Stock are entitled to
receive such dividends, if any, as may be declared by the Board of Directors out
of funds legally available therefor, subject to any preferential dividend rights
of the holders of any outstanding Preferred Stock of the Registrant. Upon the
liquidation or dissolution of the Registrant, holders of the Common Stock are
entitled to share ratably in the assets of the Registrant remaining after
payment of all amounts due to the holders of the Registrant's outstanding
Preferred Stock. Holders of the Common Stock have no preemptive, conversion or
redemption rights.
A description of certain provisions of the Registrant's Certificate of
Incorporation and By-Laws which would have an effect of delaying, deferring or
preventing a change in control of the Registrant is incorporated herein by
reference to the Subsection entitled "Other Considerations" under the heading
"Amendment to Certificate of Incorporation" in the Registrant's definitive proxy
statement dated April 4, 1997 which was filed with the Securities and Exchange
Commission.
Item 2. Exhibits
The following exhibits will be filed with each copy of this
registration statement filed with the New York Stock Exchange in accordance with
Instruction II to Item 2:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1997 and June 30, 1997;
3. Definitive Proxy Statement dated April 4, 1997 for the Annual
Meeting of Stockholders held on May 9, 1997;
4. Restated Certificate of Incorporation filed June 19, 1992;
Certificate of Amendment to Certificate of Incorporation filed May 28, 1997; By-
Laws as amended through August 10, 1995;
5. Specimen Certificate for Common Stock;
6. 1996 Annual Report to Stockholders.
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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.
Shared Medical Systems Corporation
By: /s/ Marvin S. Cadwell
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Marvin S. Cadwell
President and Chief Executive
Officer
Date: August 21, 1997
