- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 LEXINGTON HEALTHCARE GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE - ------------------------- ------------------ (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) 35 PARK PLACE 10022 ----- NEW BRITAIN, CONNECTICUT (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon filing securities and is to become pursuant to General effective simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. / / 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(B) OF THE ACT: NONE SECURITIES TO REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: COMMON STOCK, $.01 PAR VALUE REDEEMABLE COMMON STOCK PURCHASE WARRANTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The information contained under the headings entitled "DESCRIPTION OF SECURITIES" - "Common Stock," and "DESCRIPTION OF SECURITIES" -- "Warrants" of the Prospectus included in the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15849), as amended, filed with the Securities and Exchange Commission, is hereby incorporated herein by reference. Item 2. EXHIBITS. 1. Certificate of Incorporation of Registrant, as amended.* 2. Bylaws of Registrant.** 3. Warrant Agreement.*** 4. Specimen Common Stock Certificate.**** 5. Specimen Common Stock Purchase Warrant Certificate.***** * Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15849), as amended, and incorporated herein by reference. ** Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15849), as amended, and incorporated herein by reference. *** To be filed, by amendment, as Exhibit 10.8 to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15849), as amended, and incorporated herein by reference. **** To be filed, by amendment, as Exhibit 4.1 to the Registrant's Registration Statement on Form SB-2 (registration No. 333-15849), as amended, and incorporated herein by reference. ***** To be filed, by amendment, as Exhibit 4.2 to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15849), as amended, and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. LEXINGTON HEALTHCARE, INC. (Registrant) Dated: March 19, 1997 By: /s/ Harry Dermer --------------------------- Harry Dermer President and Chief Operating Officer