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U.S. 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
MIM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28740 05-0489664
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(State of Organization) (Commission File Number) (IRS Employer Identification
No.)
100 Clearbrook Road
Elmsford, New York 10523
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(Address of Registrant's Principal Executive Office) (Zip Code)
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), please check the following box |_|.
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), please check the following box |X|.
Securities Act registration statement file number to which this form relates (if
applicable): None
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On November 24, 1998, the Board of Directors of MIM Corporation (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of the Company's common stock, par value $.0001 per share
("Common Stock"), to stockholders of record at the close of business on December
4, 1998 (the "Record Date") and for each share of Common Stock issued (including
shares distributed from the Company's treasury) by the Company from and after
the Record Date up to, but not including the Distribution Date (as defined in
the Rights Agreement). Each Right will entitle the registered holder, subject to
the terms of the Rights Agreement (as defined below), to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $.0001 per share ("Preferred Stock"), of the Company, at a
purchase price of $20.00 per share, in cash, subject to adjustment as more fully
set forth in the Rights Agreement. The description and terms of the Rights are
set forth in a Rights Agreement, dated as of November 24, 1998 (the "Rights
Agreement"), between the Company and American Stock Transfer and Trust Company,
as Rights Agent.
The description of the Rights contained in the Company's Current Report on
Form 8-K, dated November 24, 1998 (the "Form 8-K") and filed on December 4, 1998
with the Securities and Exchange Commission is hereby incorporated by reference
herein in its entirety.
The Rights Agreement (including the form of Rights Certificate) is
attached hereto as Exhibit 4.1 and the Certificate of Designations of Series A
Junior Participating Preferred Stock is attached hereto as Exhibit 4.2 and each
of them is incorporated herein by reference in its entirety.
Item 2. Exhibits.
Exhibit Number Exhibit
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4.1 Rights Agreement, dated as of November 24, 1998, between MIM
Corporation and American Stock Transfer and Trust Company,
as Rights Agent (including form of Rights Certificate)
(incorporated by reference to Exhibit 4.1 to the Form 8-K).
4.2 Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4.2 to
the Form 8-K).
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 hereunto duly authorized.
MIM CORPORATION
By: /s/ Barry A. Posner
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Barry A. Posner
Vice President and General Counsel
Date: December 3, 1998
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Rights Agreement, dated as of November 24, 1998, between MIM
Corporation and American Stock Transfer and Trust Company,
as Rights Agent (including form of Rights Certificate)
(incorporated by reference to Exhibit 4.1 to the Form 8-K).
4.2 Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4.2 to
the Form 8-K).
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