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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NATIONAL HEALTH LABORATORIES HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
4225 Executive Square
Suite 805
La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class to be so Name of each exchange on
registered: which each class is to be
registered:
Common Stock, par value New York Stock Exchange
$.01 per share
Securities to be registered pursuant to Section 12(g) of the
Act:
None.
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2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General Information.
National Health Laboratories Holdings Inc. (the
"Registrant") was incorporated as a corporation under the
laws of the State of Delaware on March 8, 1994. The
Registrant's fiscal year ends on December 31 of each year.
Item 2. Transaction of Succession.
The predecessor corporation to the Registrant was
National Health Laboratories Incorporated, a Delaware
corporation ("NHL"). The common stock of NHL, par value
$.01 per share, was registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The Registrant acquired all the outstanding common
stock of NHL as part of a corporate restructuring whereby
one share of common stock of the Registrant, par value $.01
per share, was exchanged for each outstanding share of NHL
common stock. See "Proposed Reorganization" in the Proxy
Statement/Prospectus of NHL, dated April 26, 1994, and
Exhibit A thereto, "Agreement and Plan of Merger",
incorporated herein by reference pursuant to General
Instruction A(b) to this Form 8-B.
Item 3. Securities to be Registered.
The Registrant has authorized 220,000,000 shares
of common stock, of which on June 27, 1994: (i) 84,753,192
were issued to persons other than the Registrant and (ii)
none were held by or for the account of the Registrant.
Item 4. Description of Registrant's Securities to be
Registered.
For a description of Registrant's common stock,
see the information set forth under the captions "Proposed
Reorganization--New York Stock Exchange Listing";
"--Dividends"; and "--Description of NHL Holdings' Capital
Stock" on pages 8-9 of the Proxy Statement/Prospectus
included in Amendment No. 1 to the Registrant's Registration
Statement on Form S-4 (Registation No. 33-52655) (the
"Registration Statement") filed with the Securities and
3
Exchange Commission on April 20, 1994. Such information is
incorporated herein by reference.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
None
(b) Exhibits.
Number Description of Document Page Number
2 Proxy Statement/Prospectus dated
April 26, 1994 (including as
Exhibit A thereto, the Agreement
and Plan of Merger dated as of
April 15, 1994, among the
Registrant, NHL and NHL Sub
Acquisition Corp.) (incorporated
herein by reference to the
Registration Statement)
3.1 Certificate of Incorporation of
the Registrant (incorporated
herein by reference to
Exhibit 3.1 to the Registration
Statement)
3.2 By-laws of the Registrant
(incorporated herein by reference
to Exhibit 3.2 to the
Registration Statement)
21 Subsidiaries of the Registrant
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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.
NATIONAL HEALTH LABORATORIES
HOLDINGS INC.,
by /s/ Michael L. Jeub
______________________________
Name: Michael L. Jeub
Title: Executive Vice President,
Chief Financial Officer &
Treasurer
Date: June 30, 1994
EXHIBIT 21
NATIONAL HEALTH LABORATORIES HOLDINGS INC.
SUBSIDIARIES
(as of June 29, 1994)
Jurisdiction Percentage
Subsidiary Name of Incorporation Ownership
NHL Intermediate Holdings Corp. I . Delaware 100%
NHL Intermediate Holdings Corp. II Delaware 100%
National Health Laboratories
Incorporated . . . . . . . . . . Delaware 100%
La Jolla Management Corp. . . . . . Delaware 100%
Quality Assurance Group, Inc. . . . Delaware 100%
Executive Tower Travel Inc. . . . . Delaware 100%
Allied Clinical Laboratories, Inc.,
A Delaware corporation . . . . . Delaware 100%
Allied Clinical Laboratories, Inc.,
An Oregon Corporation . . . . . . Oregon 100%
Reference Pathology Laboratory, Inc. Delaware 100%
Physicians Clinical Laboratories,
Inc. . . . . . . . . . . . . . . Illinois 100%
Sierra Nevada Laboratories, Inc. . Nevada 100%
Suburban Pathology Associates, Inc. Delaware 100%
Nevada Genetics . . . . . . . . . . Nevada 100%