-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VqyRrrYbiZEwZMaS66trV1tsPIEZzXEVq/kPmrHy/LgflZVEDglYSQHnhm/hDesN tHfpoqFkWOihl0j4jNqCTA== 0001047469-97-008226.txt : 19971219 0001047469-97-008226.hdr.sgml : 19971219 ACCESSION NUMBER: 0001047469-97-008226 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971218 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTEGRA DENTAL GROUP INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-13725 FILM NUMBER: 97740518 BUSINESS ADDRESS: STREET 1: 18000 GROESCHKE RD STREET 2: BUILDING A2 PO BOX 218000 CITY: HOUSTON STATE: TX ZIP: 77218 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 8-A12B 1 FORM 8A 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 PENTEGRA DENTAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 76-0545043 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2999 North 44th Street Suite 650 Phoenix, Arizona 85018 (Address of principal executive offices, including 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, $0.001 Par Value The American Stock Exchange If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The class of securities to be registered hereby is Common Stock, par value $.001 per share (the "Common Stock"), of Pentegra Dental Group, Inc., a Delaware corporation (the "Company"). For descriptions of the Common Stock, the other capital stock of the Company and certain anti-takeover provisions included in the charter of the Company, see the information set forth under the caption "Description of Capital Stock" in (i) the prospectus subject to completion dated December 11, 1997, included in Part I of Amendment No. 1 to the Registration Statement on Form S-1 (the "Registration Statement") of the Company, originally filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on October 10, 1997, and (ii) the related final form of prospectus to be filed with the Commission under Rule 424(b) of the Securities Act, which descriptions are incorporated herein by reference. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that another document incorporated herein by reference modifies or supersedes such previous statement. ITEM 2. EXHIBITS The following exhibits are filed as part of this Registration Statement on Form 8-A: *1 Form of certificate representing Common Stock (incorporated herein by reference to Exhibit 4.1 of the Registration Statement). *2(a) Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Registration Statement). *2(b) Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of the Registration Statement). - ---------------------- *Incorporated by reference as indicated pursuant to Rule 12b-32. 2 SIGNATURES 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, thereunder duly authorized. PENTEGRA DENTAL GROUP, INC. By /s/ Kimberlee K. Rozman ------------------------------ Kimberlee K. Rozman Senior Vice President, General Counsel and Secretary Date: December 18, 1997 3 -----END PRIVACY-ENHANCED MESSAGE-----