--------------------------------------------------------------------------------
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
ORION HEALTHCORP, INC.
(Formerly SurgiCare, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 58-1597246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10700 Richmond Avenue, Suite 300
Houston, Texas 77042
(Address of principal executive offices)
Issuer's telephone number: 713-973-6675
Securities 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
------------------------------------ -----------------------------------
Class A Common Stock, American Stock Exchange
$0.001 par value per share
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 registration statement file number to which this form relates: Not
applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
ORION HEALTHCORP, INC.
(Formerly SurgiCare, Inc.)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Introductory Statement
On October 6, 2004, the stockholders of SurgiCare, Inc. ("SurgiCare"),
adopted a series of proposals to change SurgiCare's name to Orion HealthCorp,
Inc. ("Orion"), reclassify its common stock as Class A Common Stock, $0.001 par
value per share, and restructure the company in a series of transactions. These
transactions are described in SurgiCare's proxy statement (the "Proxy
Statement") filed with the Securities and Exchange Commission on September 10,
2004. Certain information required to be included in this registration statement
is incorporated by reference to specifically identified portions of the Proxy
Statement. This Form 8-A relates to the Class A common stock of Orion. SurgiCare
has applied to the American Stock Exchange ("AMEX") for continued listing of its
common stock on the AMEX as Orion's Class A common stock, upon consummation of
the transactions that were approved by the SurgiCare stockholders on October 6,
2004.
Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is contained in the Proxy Statement
under the sections "Summary Term Sheet - The New Classes of Common Stock - The
Class A Common Stock," page 6, "The Transactions - The New Classes of Common
Stock," page 73, "Proposal One - Reverse Stock Split," page 154, "Proposal Two -
Increase the Number of Shares of Authorized Common Stock," page 159, and
"Proposal Three -- Reclassification of Common Stock," page 163. Those sections
are incorporated herein by reference.
Item 2. Exhibits.
No. Description
--- -----------
1 Amended and Restated Certificate of Incorporation of SurgiCare, Inc.
(including Change of Name to Orion HealthCorp, Inc.)
2 Form of certificate of Class A Common Stock of Orion HealthCorp, Inc.
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.
ORION HEALTHCORP, INC.
Date: December 15, 2004 /s/ Keith LeBlanc
------------------------- -------------------------------------
Keith LeBlanc, President