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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORTHODONTIC CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 72-1278948
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
5000 Sawgrass Village Circle, Suite 25,
Ponte Vedra Beach, Florida 32082
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(Address of Principal Executive Offices) (Zip Code)
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), check the following box. [ ]
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(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
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the Registrant's Common Stock, reference is made
to the information set forth under the caption "Description of Capital Stock" in
the Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933,
forming a part of the Registrant's Registration Statement on Form S-1
(Registration No. 33-85326), which information is incorporated herein by
reference.
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ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York Stock
Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits required in accordance with Part II of the
Instructions as to Exhibits on Form 8-A have been duly filed with the New York
Stock Exchange:
(1) Annual Report on Form 10-K for the year ended December 31, 1996 of the
Registrant and an amendment thereto on Form 10-K/A-1, as filed with
the Commission on April 18, 1997;
(2) Quarterly Reports on Form 10-Q for the three-month periods ended March
31 and June 30, 1997 of the Registrant;
(3) 1997 Proxy Statement of the Registrant;
(4) (i) Restated Certificate of Incorporation of the Registrant,
(ii) Bylaws of the Registrant;
(5) Specimen Common Stock Certificate of the Registrant; and
(6) 1996 Annual Report to Stockholders of the Registrant.
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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 Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ORTHODONTIC CENTERS OF AMERICA, INC.
Date: October 6, 1997 By: /s/ GASPER LAZZARA, JR., D.D.S.
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Gasper Lazzara, Jr., D.D.S.
Chairman and Chief Executive Officer
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