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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
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3273637
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Princeton Pike Corporate Center
1009 Lenox Drive
Lawrenceville, NJ 08648
(Address of principal executive office) (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. / /
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant hereby incorporates by reference the description of its
Common Stock, no par value, contained under the caption "DESCRIPTION OF
SECURITIES -- Common Stock" in its Registration Statement on Form SB-2,
Registration No. 33-94826-NY, filed with the Commission on July 20, 1995. This
Registration Statement on Form 8-A shall be deemed to incorporate by reference
the description of the Common Stock contained in any prospectus subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act of
1933.
ITEM 2. EXHIBITS
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Exhibit No. Description Page
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1 The section titled "DESCRIPTION OF __
SECURITIES" included as part of the
Registrant's Registration Statement on
Form SB-2, as amended, Registration
No. 33-94826-NY ("Registration
Statement on Form SB-2") is
incorporated herein by reference.
2 The Amended and Restated Certificate __
of Incorporation and the Amended and
Restated By-laws of the Registrant filed
as Exhibits 3.1 and 3.2 to the Registration
Statement on Form SB-2, respectively,
are hereby incorporated by reference.
3 Specimen of Common Stock certificate 3
of the Registrant.
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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.
Physician Healthcare Plan of New
Jersey, Inc.
Date: June 17, 1997 By: /s/ Joseph Billotti
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Joseph Billotti, M.D.
President and Chairman
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EXHIBIT 3
SHARES ONE (1)
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
20,000 SHARES OF COMMON STOCK WITHOUT NOMINAL OR PAR VALUE
(SEE LEGEND ON REVERSE FOR IMPORTANT NOTICE)
THIS CERTIFIES THAT __________________________________________ IS THE OWNER
OF ONE (1) FULLY PAID AND NON-ASSESSABLE SHARE OF THE CAPITAL STOCK
OF THE ABOVE NAMED CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION
BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED. THE SAID CORPORATION HAS CAUSED THIS
CERTIFICATE TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL
TO BE HEREUNTO AFFIXED THIS ___ DAY OF ________ A.D. 19__.
/S/ RAYMOND P. KENNY, M.D., /S/ JOSEPH D. BILLOTTI, M.D.,
SECRETARY CHAIRMAN
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
CORPORATE
SEAL
NEW JERSEY
1994
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EXPLANATION OF ABBREVIATIONS
The following abbreviations, when used in the inscription of ownership
on the face of this certificate, shall be construed as if they were written out
in full according to applicable laws or regulations. Abbreviations, in addition
to those appearing below, may be used.
JT TEN As joint tenants with right of survivorship and
not as tenants in common
TEN COM As tenants in common
TEN ENT As tenants by the entireties
UNIF GIFT MIN ACT Uniform Gifts to Minors Act
CUST Custodian for
FOR VALUE RECEIVED, ________________________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO ________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
________ SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ________________________________ ATTORNEY TO TRANSFER THE
SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.
DATED ____________________, 19__
IN PRESENCE OF
________________________________ ___________________________________
NOTICE IS HEREBY GIVEN THAT THE SHARE OF STOCK REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE PROVISIONS AND RESTRICTIONS ON TRANSFER AND
REDEMPTION INCLUDED IN THE BY-LAWS OF THE CORPORATION, A COPY OF WHICH IS ON
FILE AT THE OFFICE OF THE CORPORATION, AND THAT ANY TRANSFER OF THE SHARE OF
STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE VOID UNLESS SAID TRANSFER IS IN
COMPLIANCE WITH SAID BY-LAWS.
