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
SALICK HEALTH CARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4333272
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8201 Beverly Boulevard
Los Angeles, California 90048
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(Address of principal (Zip Code)
executive offices)
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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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:
Callable Puttable Common Stock, $.001 par value per share
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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This Registration Statement on Form 8-A relates to the Callable Puttable
Common Stock, $.001 par value per share, of the Registrant, a description of
which is set forth on pages 39 and 45 through 51 inclusive of the Proxy
Statement/Prospectus contained in Registrant's Registration Statement on Form S-
4 filed with, and declared effective by, the Securities and Exchange Commission
on March 13, 1995, File Number 33-58057, which description is incorporated
herein by this reference.
Item 2. Exhibits.
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The following is a list of the exhibits filed as a part of this
Registration Statement:
1 Specimen form of certificate of Callable Puttable Common Stock of
Registrant (incorporated by reference to Exhibit 4.3 of Registrant's
Registration Statement on Form S-4, File No. 33-58057).
2.1 Certificate of Incorporation of Registrant (incorporated by reference
to Annex B of Registrant's Proxy Statement/Prospectus dated March 13,
1995).
2.2 By-laws of Registrant (incorporated by reference to Annex C of
Registrant's Proxy Statement/Prospectus dated March 13, 1995).
2.3 Agreement and Plan of Merger, dated as of December 22, 1994, as
amended, among Registrant, Zeneca Limited and Atkemix Thirty-nine Inc.
(incorporated by reference to Annex A of Registrant's Proxy
Statement/Prospectus dated March 13, 1995).
2.4 Governance Agreement, dated as of December 22, 1994, by and among
Registrant, Dr. Bernard Salick and Zeneca Limited (incorporated by
reference to Exhibit 99(a) of Registrant's Form 8-K with date of
earliest event reported being December 22, 1994).
2.5 Amendment No. 1 to Governance Agreement, dated as of March 7, 1995, by
and among Registrant, Dr. Bernard Salick and Zeneca Limited.
99 Pages 39 and 45 through 51 inclusive of the Registrant's Proxy
Statement/Prospectus dated March 13, 1995, incorporated into Item 1
hereof by reference.
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SIGNATURE
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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, thereunto duly authorized.
Dated: April 13, 1995
SALICK HEALTH CARE, INC.
By: /s/ Leslie F. Bell
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Leslie F. Bell,
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description
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1 Specimen form of certificate of Callable Puttable Common Stock of
Registrant (incorporated by reference to Exhibit 4.3 of
Registrant's Registration Statement on Form S-4, File No. 33-
58057).
2.1 Certificate of Incorporation of Registrant (incorporated by
reference to Annex B of Registrant's Proxy Statement/Prospectus
dated March 13, 1995).
2.2 By-laws of Registrant (incorporated by reference to Annex C of
Registrant's Proxy Statement/Prospectus dated March 13, 1995).
2.3 Agreement and Plan of Merger, dated as of December 22, 1994, as
amended, among Registrant, Zeneca Limited and Atkemix Thirty-nine
Inc. (incorporated by reference to Annex A of Registrant's Proxy
Statement/Prospectus dated March 13, 1995).
2.4 Governance Agreement, dated as of December 22, 1994, by and among
Registrant, Dr. Bernard Salick and Zeneca Limited (incorporated
by reference to Exhibit 99(a) of Registrant's Form 8-K with
date of earliest event reported being December 22, 1994).
2.5 Amendment No. 1 to Governance Agreement, dated as of March 7,
1995, by and among Registrant, Dr. Bernard Salick and Zeneca
Limited.
99 Pages 39 and 45 through 51 inclusive of the Registrant's Proxy
Statement/Prospectus dated March 13, 1995, incorporated into Item
1 hereof by reference.