Amerigroup Corp – ‘8-A12B’ on 12/20/02

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4±    19K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

_________________ 

FORM 8-A  

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

AMERIGROUP Corporation  
(Exact Name of Registrant as Specified in Its Charter)  

       Delaware                                       54-1739323
(State of Incorporation or Organization)              (I.R.S. Employer  
                                                     Identification no.)

4425 Corporation Lane, Virginia Beach, VA                      23462            
(Address of Principal Executive Offices)                     (Zip Code)         

If this form relates to the                       If this form relates to the   
registration of a class of                        registration of a class of    
securities pursuant to                            securities pursuant to        
Section 12(b) of the Exchange                     Section 12(g) of the Exchange 
Act and is effective pursuant                     Act and is effective pursuant 
to General Instruction A.(c),                     to General Instruction A.(d), 
please check the following                        please check the following    
box. [X]                                          box. [ ]                      

Securities Act registration statement file number to which this form relates:   
_________                                                                       

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of Each Class               Name of Each Exchange on    
        to be so Registered               Which Each Class is to be Registered

Common Stock, par value $0.01 per share    The New York Stock Exchange, Inc.    

Securities to be registered pursuant to Section 12(g) of the Act:               

None  

Item 1.  Description of Registrant's Securities to be Registered                

          This registration statement on Form 8-A relates to the
registration of common stock, par value $0.01 per share (the "Common Stock"),   
of AMERIGROUP Corporation, a Delaware corporation (the "Company"), pursuant to  
Section 12(b) of the Securities Exchange Act of 1934,as amended (the "Exchange  
Act"), in connection with the listing of the Common Stock on the New York       
Stock Exchange, Inc. ("NYSE"). The Common Stock was previously registered       
pursuant to Section 12(g) of the Exchange Act by the registration statement on  
Form 8-A, filed with the Securities and Exchange Commission on July 24, 2000    
(File No. 000-31133). The Common Stock is presently quoted on the Nasdaq        
National Market System ("Nasdaq"). Upon the commencement of trading of Common   
Stock on the NYSE, the Company intends to withdraw its inclusion of Common      
Stock on the Nasdaq.                                                            

            The Company is authorized to issue 100,000,000 shares of
Common Stock and 10,000,000 shares of preferred stock. Shares of each class     
have a par value of $0.01 per share. The following description summarizes       
information about the Company's capital stock.                                  

Common Stock                                                                    

           As of December 9, 2002, there were 20,516,072 shares of
Common Stock outstanding. Each share of Common Stock entitles the holder to     
one vote on all matters submitted to vote of stockholders, including the        
election of directors. Subject to any preference rights of holders of           
preferred stock, the holders of Common Stock are entitled to receive            
dividends, if any, declared from time to time by the directors out of legally   
available funds. In the event of a liquidation, dissolution or winding up, the  
holders of Common Stock are entitled to share ratably in all assets remaining   
after the payment of liabilities, subject to any rights of holders of           
preferred stock to prior distribution.                                          

              The Common Stock has no preemptive or conversion rights or
other subscription rights. There are no redemption or sinking fund provisions   
applicable to the Common Stock. All outstanding shares of Common Stock are      
fully paid and nonassessable.                                                   

Preferred Stock                                                                 

               The board of directors has the authority, without action by
the stockholders, to designate and issue preferred stock and to designate the   
rights, preferences and privileges of each series of preferred stock, which     
may be greater than the rights attached to the Common Stock. It is not          
possible to state the actual effect of the issuance of any shares of preferred  
stock on the rights of holders of Common Stock until the board of directors     
determines the specific rights attached to that preferred stock. The effects    
of issuing preferred stock could include one or more of the following: (i)      
restricting dividends on the Common Stock; (ii) diluting the voting power of    
the Common Stock; (iii) impairing the liquidation rights of the Common Stock;   
or (iv) delaying or preventing a change of control of the Company. There are    
currently no shares of preferred stock outstanding.                             

Anti-takeover Effect of Certain Provisions of Delaware Law and the Company's    
Amended and Restated Certificate of Incorporation and By-laws.                  

         Some provisions of the Company's amended and restated
certificate of incorporation and amended and restated by-laws, may be deemed    
to have an anti-takeover effect and may delay or prevent a tender offer or      
takeover attempt that a stockholder might consider in its best interest,        
including those attempts that might result in a premium over the market price   
for the shares held by stockholders.                                            

Classified Board of Directors                                                   

          The Company's board of directors is divided into three
classes of directors serving staggered three-year terms. As a result,           
approximately one-third of the board of directors will be elected each year.    
These provisions, when coupled with the provision of the amended and restated   
certificate of incorporation authorizing the board of directors to fill vacant  
directorships or increase the size of the board of directors, may deter a       
stockholder from removing incumbent directors and simultaneously gaining        
control of the board of directors by filling the vacancies created by such      
removal with its own nominees.                                                  

Cumulative Voting                                                               

     The Company's amended and restated certificate of
incorporation expressly denies stockholders the right to cumulative voting in   
the election of directors.                                                      

Stockholder Action; Special Meeting of Stockholders                             

     The Company's amended and restated certificate of
incorporation eliminates the ability of stockholders to act by written          
consent. It further provides that special meetings of stockholders may be       
called only by the chairman of the board of directors, the president or a       
majority of directors.                                                          

Advance Notice Requirements for Stockholder Proposals and Directors Nominations 

            The Company's amended and restated by-laws provides that
stockholders seeking to bring business before an annual meeting of              
stockholders, or to nominate candidates for election as directors at an annual  
meeting of stockholders, must provide timely notice in writing. To be timely,   
a stockholder's notice must be delivered to or mailed and received at the       
Company's principal executive offices not less than 90 days prior to the        
anniversary date of the immediately preceding annual meeting of stockholders.   
However, in the event that the annual meeting is called for a date that is not  
within 30 days before or after such anniversary date, notice by the             
stockholder in order to be timely must be received not later than the close of  
business on the 10th day following the date on which notice of the date of the  
annual meeting was mailed to stockholders or made public, whichever first       
occurs. The amended and restated by-laws also specifies requirements as to the  
form and content of a stockholder's notice. These provisions may preclude       
stockholders from bringing matters before an annual meeting of stockholders or  
from making nominations for directors at an annual meeting of stockholders.     

Authorized but Unissued Shares                                                  

          Our authorized but unissued shares of Common Stock and
preferred stock are available for future issuance without stockholder           
approval. These additional shares may be utilized for a variety of corporate    
purposes, including future public offerings to raise additional capital,        
corporate acquisitions and employee benefit plans. The existence of authorized  
but unissued shares of common stock and preferred stock could render more       
difficult or discourage an attempt to obtain control of the Company by means    
of a proxy contest, tender offer, merger or otherwise.                          

Amendments; Supermajority Vote Requirements                                     

                The Delaware General Corporation Law provides generally that
the affirmative vote of a majority of the shares entitled to vote on any        
matter is required to amend a corporation's certificate of incorporation or     
by-laws, unless either a corporation's certificate of incorporation or bylaws   
require a greater percentage. The Company's amended and restated certificate    
of incorporation imposes supermajority vote requirements in connection with     
business combination transactions and the amendment of provisions of the        
amended and restated certificate of incorporation and amended and restated      
by-laws, including those provisions relating to the classified board of         
directors, action by written consent and the ability of stockholders to call    
special meetings.                                                               

Item 2.  Exhibits                                                               

None.                                                         

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.                                                                     

Dated:   December 20, 2002          AMERIGROUP Corporation                      

                By: /s/ Scott M. Tabakin
                           ---------------------------
                     Name:  Scott M. Tabakin
                           Title: Senior Vice President,
                                   Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing		Date		Other Filings
Filed on:		12/20/02
		12/9/02
		7/24/00		8-A12G,  S-1/A
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