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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHOICECARE CORPORATION OHIO 31-1446609 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 655 EDEN PARK DRIVE, SUITE 400 45202 CINCINNATI, OHIO (Zip Code) (Address of Principal 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 registered ------------------- ------------------------ None None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Shares, without Par Value 1 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The information required by this item is incorporated herein by reference to the ChoiceCare Corporation (the "Company") Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. ITEM 2. EXHIBITS - ------- -------- 3(i) Articles of Incorporation of the Company, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 3(i)(A) Amendment to Articles of Incorporation of the Company, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 3(ii) Regulations of the Company, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 3(ii)(A) Amendment to Regulations of the Company, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 3(ii)(B) Amendment to Regulations of the Company dated May 8, 1996. 4 Specimen Common Share Certificate, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 10(ii)(A)(7) Shareholder Agreement of ChoiceCare Corporation between the Tristate Foundation for Health and the Company, dated as of January 25, 1996, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 10(ii)(A)(8) Registration Rights Agreement between the Tristate Foundation for Health and the Company, dated as of January 25, 1996, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 99(i) Subscription Agreement, incorporated herein by reference to the Company's Registration Statement on Form S-1 (No. 33-99624) and filed with the Commission. 2 3 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, thereunto duly authorized. CHOICECARE CORPORATION Date: March 24, 1997 By: /s/ Juan M. Fraiz ------------------------------------- Juan M. Fraiz Vice President and Chief Financial Officer (Principal Financial Officer) 3