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
Sun Healthcare Group, Inc. Delaware To be Applied For
Sun Financing I Delaware 85-0410612
(Exact Name of Registrant (State of Incorporation (I.R.S. Employer
as Specified in its Charter) or Organization) Identification
Number)
101 Sun Avenue, N.E.
Albuquerque, NM 87109
(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
Instruction A(c)(2) please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
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
__% Convertible Trust Issued New York Stock Exchange
Preferred Securities of Sun Financing I
(and the Guarantee with respect
thereto by Sun Healthcare Group, Inc.)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the ____%
Convertible Trust Issued Preferred Securities (the "Convertible Preferred
Securities"), representing undivided beneficial interests in the assets of
Sun Financing I, a statutory business trust created under the laws of the
State of Delaware (the "Trust").
For a description of the Convertible Preferred Securities,
reference is made to the information set forth under the headings
"Description of Trust Preferred Securities" and "Description of Trust
Preferred Securities Guarantees" in the Registration Statement on Form S-3
(Registration No. 33-93228) filed with the Securities and Exchange Commission
(the "Commission") on June 7, 1995 under the Securities Act of 1933, as amended
(the "Act"), Amendment No. 1 thereto filed with the Commission on April 30,
1997, Amendment No. 2 thereto filed with the Commission on November 12, 1997
and Amendment No. 3 thereto filed with the Commission on March 19, 1998 (such
registration statement, as so amended, being hereinafter referred to as the
"Registration Statement"), which description is incorporated herein by
reference. Definitive copies of the prospectus and the prospectus supplement
describing the Convertible Preferred Securities will be filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and shall be
incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of Sun Financing I (incorporated herein by
reference to Exhibit 3(e) to the Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of Sun Financing I
(incorporated herein by reference to Exhibit 4(d) to the Registration
Statement).
2.3 Form of Preferred Security (incorporated herein by reference to
Exhibit 4(c) to the Registration Statement, which will be filed as
an exhibit to a Current Report of the Company on Form 8-K and
incorporated by reference in such Registration Statement).
2.4 Form of Preferred Securities Guarantee for the benefit of the holders
of the Preferred Securities of Sun Financing I (incorporated herein
by reference to Exhibit 4(g) to the Registration Statement).
2.5 Form of Indenture for Subordinated Debt Securities between Sun
Healthcare Group, Inc. and The Bank of New York, as trustee
(incorporated herein by reference to Exhibit 4(b) to the Registration
Statement).
2.6 Form of Supplemental Indenture to be used in connection with the
issuance of Subordinated Debt Securities and Convertible Preferred
Securities (incorporated herein by reference to Exhibit 4(f) to the
Registration Statement).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized on the 19th day of
March 1998.
SUN FINANCING I
By: /s/ Robert D. Woltil
Name: Robert D. Woltil
Title: Regular Trustee
By: /s/ Robert F. Murphy
Name: Robert F. Murphy
Title: Regular Trustee
SUN HEALTHCARE GROUP, INC., Sponsor of
the Registrant and Guarantor under the Guarantee
By: /s/ Robert D. Woltil
Name: Robert D. Woltil
Title: Chief Financial Officer
