Span America Medical Systems Inc – ‘8-A12G/A’ on 12/2/03

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment No. 2                                        2     12K 
 2: EX-1        Amendment to Rights Agreement                          2     10K 

8-A12G/A   —   Amendment No. 2
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8-A12G/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------

FORM 8-A/A
 AMENDMENT NO. 2

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

SPAN-AMERICA MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)

South Carolina                                 57-0525804     
----------------------------------------         -------------------------      
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

70 Commerce Center                                  
Greenville, South Carolina                      29615       
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)             (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), check the following box. [ ]                                 

     If this form related 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. [X]                                 

     Securities  Act  registration  statement  file  number  to which  this form
relates: _______________                                                        
(if applicable)                                               

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
--------------------------------------------------------------------------------
None                                        None        
--------------------------------------------------------------------------------

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

Common Stock Purchase Rights
(pursuant to Amended and Restated Shareholder Rights Agreement dated as of March
 24, 2003, as amended)
--------------------------------------------------------------------------------
(Title of Class)

8-A12G/A
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         Span-America Medical Systems,  Inc. (the "Company") has entered into an
Amendment No. 1, dated November 19, 2003 (the  "Amendment"),  to its Amended and
Restated  Shareholder  Rights  Agreement,  dated  March 24,  2003  (the  "Rights
Agreement"),  with American Stock Transfer & Trust Company, as rights agent. The
Amendment amends the definition of "Person" set forth in the Rights Agreement by
deleting the phrase "and includes,  without limitation,  an unincorporated group
of persons who, by formal or informal  agreement or arrangement  (whether or not
in writing),  have  embarked on a common  purpose or act"  therefrom so that the
definition of "Person" as amended reads in its entirety as follows:             

                           (s)  "Person"  shall  mean  any   individual,   firm,
         corporation,  partnership, limited liability company, limited liability
partnership, trust, syndicate or other entity.                

         In connection therewith, Item 2 of the Company's Registration Statement
on Form 8-A filed with the Securities  and Exchange  Commission on September 22,
1993, as amended by the Company's  Amendment to  Registration  Statement on Form
8-A filed on March 24, 2003, is hereby further amended by adding the new exhibit
set forth below:                                                                

ITEM 2.  EXHIBITS.                                                              

  Exhibit 1.1     Amendment No. 1 to Amended  and  Restated  Shareholder  Rights
                  Agreement, dated as of November 19, 2003, between Span-America
                  Medical Systems,  Inc.  and  American  Stock  Transfer & Trust
                  Company,  as  Rights  Agent  (incorporated  by reference  from
                  Exhibit 4.1 of the Current  Report on Form 8-K filed  by Span-
        America Medical Systems, Inc. on November 19, 2003).

 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.               

              SPAN-AMERICA MEDICAL SYSTEMS, INC.

       By:   /s/ James D. Ferguson
                                ----------------------------------------
    Name:  James D. Ferguson
                           Title:    President and Chief Executive Officer

Dated as of:      November 19, 2003                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/2/03							8-K
		11/19/03		2
		3/24/03		1		2			8-A12G/A,  8-K
		9/22/93		2
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