OptimizeRx Corp — Regulatory Filings 2009

Mar 27, 2009

8-A12G 1 mainbody.htm MAINBODY mainbody.htm Licensed to: EZEDGARfilings Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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 Company 1 .
4.1	Certificate
of Designation, filed on September 5, 2008, with the Secretary of State of
the State of Nevada by the Company 1 .
5.1	Opinion
of Sichenzia Ross Friedman Ference LLP 2 .
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 Corporation 1 .
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 Warrant 1 .
10.4	Registration
Rights Agreement, dated September 8, 2008, by and between the Company and
Vicis 1 .
10.5	Security
Agreement, dated September 8, 2008, by and between the Company and
Vicis 1 .
10.6	Guaranty
Agreement, dated September 8, 2008, by and between the Company and
Vicis 1 .
10.7	Guarantor
Security Agreement, dated September 8, 2008, by and between the Company
and Vicis 1 .
10.8	Form
of Partnership Agreement between the Company and Dendrite International,
Inc. d/b/a/ Cegedim Dendrite, as entered into on June 24, 2008 1 .
10.9	Letter
of Intent between the Company and Sudler & Hennessy, dated September
30, 2008 1 .
21.1	List
of Subsidiaries 1
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 Certificate 1 .

1 Incorporated by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 12, 2008.

2 Incorporated 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)