SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW GRANCARE, INC. (to be renamed GranCare, Inc.) ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE 95-4336136 -------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) One Ravinia Drive Suite 1500 Atlanta, Georgia 30346 - ------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of debt debt securities and is securities and is to become effective upon filing pursuant effective simultaneously with the to General Instruction A(c)(1), effectiveness of a concurrent please check the following registration statement under the 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: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, par value $.001 per share New York Stock Exchange SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None - -------------------------------------------------------------------------------- This Registration Statement contains a total of 3 pages. Certain exhibits are incorporated in this Registration Statement by reference to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 31, 1996 and as amended on January 8, 1997, Registration No. 333-19097. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The Registrant hereby incorporates by reference herein the description of the Registrant's Common Stock, par value $.001 per share (the "Common Stock"), appearing under the caption, "Description of Capital Stock," in the Prospectus contained in the Registrant's Amendment Number 1 to Registration Statement on Form S-1, as filed with the Securities and Exchange Commission (the "Commission") on January 8, 1997, Registration No. 333-19097. The Company's Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to the Registrant's Registration Statement on Form S-1, as filed with the Commission on December 31, 1996, Registration No. 333-19097. ITEM 2. EXHIBITS The following exhibits are incorporated by reference into this Registration Statement. 2(a) Amendment Number 1 to Registration Statement on Form S-1 of the Registrant filed with the Commission on January 8, 1997, Registration No. 333-19097. 2(b) Amended and Restated Certificate of Incorporation of the Registrant./1/ 2(c) Amended and Restated Bylaws of the Registrant./2/ 2(d) Specimen of Common Stock Certificate./3/ - -------------------- /1/ Incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed with the Commission on December 31, 1996, Registration No. 333-19097 (the "Registration Statement"). /2/ Incorporated herein by reference to Exhibit 3.2 of the Registration Statement. /3/ Incorporated herein by reference to Exhibit 4.1 of the Registration Statement. 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. NEW GRANCARE, INC. (Registrant) By: /s/ Jerry A. Schneider ----------------------------- Its: Vice President ---------------------------- Dated: January 30, 1997