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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
Medaphis Corporation
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(Exact name of registrant as specified in its charter)
Delaware 58-1651222
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(State of incorporation or organization) (IRS Employer Identification No.)
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
If this form relates to If this form relates to
the registration of a class the registration of a
of securities pursuant to 12(b) class securities pursuant
of the Exchange Act and is to Section 12(g) of the
effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check pursuant to General
the following box./ / Instruction A.(d), please check
the following box. /X/
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of Each Class to which each Class is to
be so Registered be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase Common Stock, par value
$.01 per share, expiring July 8, 2003
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Description of the Warrants
The securities to be registered hereunder are the warrants (the
"Warrants") to purchase five million, three hundred nine thousand, five hundred
twenty-three (5,309,523) shares of the registrant's voting common stock, par
value $.01 per share (the "Common Stock"). The Warrants expire on July 8, 2003
and have an exercise price of twelve dollars ($12.00) per share. The amount
registered represents all of the outstanding Warrants. The Warrant Agreement
between Medaphis Corporation and SunTrust Bank, Atlanta, as Warrant Agent, and
a specimen of the Warrant Certificate are attached to this registration
statement as exhibits and are incorporated herein by this reference.
Description of the Common Stock
The description of the Common Stock set forth in "Item 1 - Description
of Registrant's Securities to be Registered" at page 2 of the registrant's Form
8-A/A, Amendment No. 3 to Form 8- A, filed on May 22, 1996, is hereby
incorporated by reference.
Item 2. Exhibits.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation
of Registrant (incorporated by reference to
Exhibit 3.1 of Registrant's Registration
Statement on Form S-1 (File No. 33-42216)).
3.2 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3 of
Registrant's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 1993 (File No.
000-19480)).
3.3 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.3 to the
Registrant's Form 8A/A, filed on March 28, 1995).
3.4 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-8
(File No. 333- 03213)).
3.5 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.5
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to Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997).
3.6 Amended and Restated By-laws of Registrant
(incorporated by reference to Exhibit 3.6 to
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).
4.1 Specimen Common Stock Certificate (incorporated
by reference to Exhibit 4.1 of Registrant's
Annual Report on Form 10-K for the Year Ended
December 31, 1995 (File No. 000-19480)).
4.2 Warrant Agreement dated July 8, 1998 between
Medaphis Corporation and SunTrust Bank, Atlanta,
as Warrant Agent.
4.3 Specimen Warrant Certificate
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.
MEDAPHIS CORPORATION
Dated: July 21, 1998 By: /s/ Randolph L.M. Hutto
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Randolph L.M. Hutto
Executive Vice President,
General Counsel and Secretary
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Exhibit Index
Exhibit No. Description
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3.1 Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 of
Registrant's Registration Statement on Form S-1 (File
No. 33-42216)).
3.2 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3 of Registrant's
Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1993 (File No. 000-19480)).
3.3 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.3 to the
Registrant's Form 8A/A, filed on March 28, 1995).
3.4 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-8 (File
No. 333-03213)).
3.5 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.5 to Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1997).
3.6 Amended and Restated By-laws of Registrant
(incorporated by reference to Exhibit 3.6 to Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1997).
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of Registrant's Annual Report
on Form 10-K for the Year Ended December 31, 1995 (File
No. 000-19480)).
4.2 Warrant Agreement dated July 8, 1998 between Medaphis
Corporation and SunTrust Bank, Atlanta, as Warrant
Agent.
4.3 Specimen Warrant Certificate.
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