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
OPTIMIZERX
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
26-1265381
|
|
(State
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
407 Sixth Street, Rochester,
MI
|
48307
|
|
(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 registered
|
Name
of each exchange of which each class is to be
registered
|
|
Not
Applicable
|
Not
Applicable
|
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
Act registration statement file number to which this form relates: 333-155280
(if
applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Common stock, par value of
$0.001
(Title
of class)
Item
1. Description of Registrant’s Securities to be
Registered.
The
description of securities contained in Registrant’s Registration Statement on
Form S-1/A-3, as amended, filed with the commission (File No. 333-155280) is
incorporated by reference into this registration statement.
Item
2. Exhibits
| Exhibit Number |
Description
|
||
|
3.1
|
Articles
of Incorporation of OptimizeRx Corporation (the “Company”)1.
|
||
|
3.2
|
Amended
and Restated Bylaws of the Company1.
|
||
|
4.1
|
Certificate
of Designation, filed on September 5, 2008, with the Secretary of State of
the State of Nevada by the Company1.
|
||
|
5.1
|
Opinion
of Sichenzia Ross Friedman Ference LLP2.
|
||
|
10.1
|
Agreement
Concerning the Exchange of Securities, dated on April 14, 2008 by and
among RFID, Ltd., OptimizeRx Corporation and the Security Holders of
OptimizeRx Corporation1.
|
||
|
10.2
|
Securities
Purchase Agreement, dated September 8, 2008, by and between the Company
and Vicis Capital Master Fund (“Vicis”)1.
|
||
|
10.3
|
Form
of Series A Warrant1.
|
||
|
10.4
|
Registration
Rights Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
||
|
10.5
|
Security
Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
||
|
10.6
|
Guaranty
Agreement, dated September 8, 2008, by and between the Company and
Vicis1.
|
||
|
10.7
|
Guarantor
Security Agreement, dated September 8, 2008, by and between the Company
and Vicis1.
|
||
|
10.8
|
Form
of Partnership Agreement between the Company and Dendrite International,
Inc. d/b/a/ Cegedim Dendrite, as entered into on June 24, 20081.
|
||
|
10.9
|
Letter
of Intent between the Company and Sudler & Hennessy, dated September
30, 20081.
|
||
|
21.1
|
List
of Subsidiaries1
|
||
|
23.1
|
Consent
of Auditors (as filed herein)2.
|
||
|
23.2
|
Consent
of Sichenzia Ross Friedman Ference LLP (contained in Exhibit 5.1)
2.
|
||
|
99.1
|
Form
of Common Stock Certificate1.
|
||
1Incorporated
by reference to the Form S-1, filed by the Company with the Securities and
Exchange Commission on November 12, 2008.
2Incorporated
by reference to the Form S-1/A-3, filed by the Company with the Securities and
Exchange Commission on February 11, 2009.
2
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.
DATE:
March 26, 2009
OptimizeRx
Corporation
By: /s/ David A
Harrell
David
A. Harrell
Title: Chief
Executive Officer and Director (Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)