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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SELFCARE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 04-3164127
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
200 Prospect Street, Waltham, Massachusetts 02154
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c)(1)check the registration statement under the
following box. / / 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:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value per share
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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
A description of the Common Stock of the Registrant is set forth in the
information provided under "Description of Capital Stock" in the Prospectus
forming part of the Form SB-2 Registration Statement, filed under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
on May 17, 1996, No. 333-4830-NY (the "Registration Statement"), which
information is incorporated herein by reference.
ITEM 2. EXHIBITS
The securities described herein are to be registered on the Nasdaq Stock
Market's National Market ("Nasdaq"). Accordingly, the following exhibits,
required in accordance with Part II to the Instructions as to Exhibits on Form
8-A, have been duly filed with Nasdaq:
(1) The Registration Statement.
(2) Form of Amended and Restated Certificate of Incorporation of
Registrant.
(3) Form of Amendment to Amended and Restated Certificate of
Incorporation of Registrant.
(4) Form of Amended and Restated By-laws of Registrant.
(5) Voting Agreement, dated May 13, 1996, by and among the stockholders
of the Registrant who are signatories thereto.
(6) Form of Option Agreement by and between the Registrant and
shareholders of Orgenics Ltd. and Orgenics International Holdings,
B.V., together with letter amendments thereto dated May 9, 1996, May
11, 1996 and May 13, 1996, respectively.
(7) Registration Rights Agreement, dated April 5, 1994, between the
Registrant, USB '93 Technology Associates Limited Partnership and
Enviromed plc.
(8) Shareholders' Agreement, dated April 5, 1994, among the Registrant,
USB '93 Technology Associates Limited Partnership, Enviromed plc and
the Ron Zwanziger Family Trust.
The following exhibit, required in accordance with Part II to the
Instructions as to Exhibits on Form 8-A, will be duly filed with Nasdaq as soon
as such exhibit is made available to the Company:
(9) Specimen of Registrant's Common Stock certificate.
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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.
SELFCARE, INC.
Date: June 14, 1996 By:/s/ RON ZWANZIGER
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Ron Zwanziger
Chairman, President and Chief Executive
Officer
