1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 QK HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 11-3508451 -------- ---------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 2060 Ninth Avenue, Ronkonkoma, NY 11779 --------------------------------- ----- (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. /x/ 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 ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-88769 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, $.001 Par Value New York Stock Exchange SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: None 2 ITEM 1. Description of Registrant's Securities to be Registered The description of the Registrant's Common Stock, $.001 par value per share (the "Common Stock") hereby is incorporated by reference to the section captioned "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (File No. 333-88769) (the "S-1 Registration Statement"), as originally filed with the Securities and Exchange Commission (the "Commission") on October 12, 1999. ITEM 2. Exhibits Exhibit Number Description -------------- ----------- 1 Second Amended and Restated Certificate of Incorporation of Registrant, as amended February 1, 2001 (incorporated by reference to Exhibit 3.1 of the S-1 Registration Statement) 2 Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.2 of the S-1 Registration Statement) 3 Specimen of Registrant's Common Stock certificate (incorporated by reference to Exhibit 4.1 of the S-1 Registration Statement) - 2 - 3 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. March 6, 2001 QK HEALTHCARE, INC. By: /s/ Michael W. Katz --------------------------- Name: Michael W. Katz Title: Chief Financial Officer - 3 -