8-A12B 1 d8a12b.txt FORM 8-A FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Anthem, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Indiana 35-2145715 -------------------------------------------------------------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 120 Monument Circle Indianapolis, Indiana 46204 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 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, $0.01 par value New York Stock Exchange 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: 333-67714 Securities to be registered pursuant to Section 12(g) of the Act: None. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The class of securities to be registered hereby is the common stock, $0.01 par value per share (the "Common Stock") of Anthem, Inc. For a description of the Common Stock, reference is made to the information set forth under the heading "Description of Capital Stock" in the prospectus which forms a part of Anthem, Inc.'s Registration Statement on Form S-1 (Registration No. 333-67714), filed with the Securities and Exchange Commission on August 16, 2001, as amended by any amendments to such Registration Statement, and by any prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which description is incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits are filed as a part of this Registration Statement.
EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Anthem, Inc.'s Registration Statement on Form S-1 (Registration No. 333-67714), as amended, including any prospectus filed pursuant to Rule 424(b) under the Securities Act (incorporated herein by reference). 2 Restated Articles of Incorporation of Anthem, Inc. (incorporated herein by reference to Exhibit 3.1 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)). 3 By-Laws of Anthem, Inc. (incorporated herein by reference to Exhibit 3.2 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)). 4 Form of certificate for the common stock, $0.01 par value per share, of Anthem, Inc. (incorporated herein by reference to Exhibit 4.1 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)).
2 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. ANTHEM, INC. Date: October 24, 2001 By: /s/ David R. Frick ------------------------------------ Name: David R. Frick Title: Executive Vice President and Chief Legal and Administrative Officer 3 EXHIBIT INDEX -------------
EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Anthem, Inc.'s Registration Statement on Form S-1 (Registration No. 333-67714), as amended, including any prospectus filed pursuant to Rule 424(b) under the Securities Act (incorporated herein by reference). 2 Restated Articles of Incorporation of Anthem, Inc. (incorporated herein by reference to Exhibit 3.1 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)). 3 By-Laws of Anthem, Inc. (incorporated herein by reference to Exhibit 3.2 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)). 4 Form of certificate for the common stock, $0.01 par value per share, of Anthem, Inc. (incorporated herein by reference to Exhibit 4.1 to the Anthem, Inc. Registration Statement on Form S-1 (Registration No. 333-67714)).
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