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
<TABLE>
<CAPTION>
<S> <C>
HIGHLANDS CAPITAL TRUST I HIGHLANDS BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter) (Exact Name of Registrant as Specified in its Charter)
Delaware Virginia
(State of Incorporation or Organization) (State of Incorporation or Organization)
54-1796693
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Highlands Bankshares, Inc.
340 West Main Street 340 West Main Street
Abingdon, Virginia 24210 Abingdon, Virginia 24210
(Address of Principal Executive Offices) (Address of Principal Executive Offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box. [ ] A.(d), please check the following box. [ X ]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-37917 and 333-37917-01 (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:
$2.3125 Capital Securities
(Liquidation Amount $25.00 per Capital Security)
and the Guarantee with respect thereto
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
This registration statement relates to the registration under Section
12(g) of the Securities Exchange Act of 1934, as amended, of the $2.3125 Capital
Securities (Liquidation Amount $25.00 per Capital Security) of Highlands Capital
Trust I (the "Capital Securities"), a Delaware business trust (the "Trust"), and
the guarantee with respect to the Capital Securities issued by Highlands
Bankshares, Inc. (the "Guarantee"), a Virginia corporation (the "Company", and,
together with the Trust, the "Registrants"). The descriptions of the Capital
Securities and the Guarantee to be registered hereunder are set forth under the
captions "Description of Capital Securities" and "Description of Guarantee,"
respectively, in the Prospectus filed by the Registrants with the Securities and
Exchange Commission on January 14, 1998 pursuant to Rule 424(b)(1) under the
Securities Act of 1933, as amended, and is hereby incorporated by reference. The
Prospectus was filed in connection with the Registrants' Registration Statement
on Form S-2, which was declared effective by the Commission on January 14, 1998.
Item 2. Exhibits
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
4.2 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.2 to the Registrants' Registration
Statement on Form S-2, Registration Nos. 333-37917 and
333-37917-01, and incorporated herein by reference.
4.3 Form of Junior Subordinated Indenture between Highlands
Bankshares, Inc. and Wilmington Trust Company, as Trustee,
included as Exhibit 4.3 to the Registrants' Registration
Statement on Form S-2, Registration Nos. 333-37917 and
333-37917-01, and incorporated herein by reference.
4.4 Form of Capital Security, included as Exhibit 4.2 to the
Registrants' Registration Statement on Form S-2, Registration
Nos. 333-37917 and 333-37917-01, and incorporated herein by
reference.
4.5 Form of Junior Subordinated Debt security, included in Exhibit
4.3 to the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
4.6 Form of Guarantee Agreement with respect to Trust Securities
issued by Highlands Capital Trust I, included in Exhibit 4.6 to
the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
-2-
<PAGE>
4.7 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Company and Wilmington Trust Company, included in
Exhibit 4.7 to the Registrants' Registration Statement on Form
S-2, Registration Nos. 333-37917 and 333-37917-01, and
incorporated herein by reference.
4.8 Articles of Incorporation of the Company, included in Exhibit
3.1 to the Registrants' Registration Statement on Form 8-A,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
4.9 Bylaws of the Company, included in Exhibit 3.2 to the
Registrants' Registration Statement on Form S-2, Registration
Nos. 333-37917 and 333-37917-01, and incorporated herein by
reference.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
HIGHLANDS CAPITAL TRUST I
Dated: December 13, 1999 By: /s/ Samuel L. Neese
------------------------------------
Samuel L. Neese
Administrative Trustee
Dated: December 13, 1999 By: /s/ James T. Riffe
------------------------------------
James T. Riffe
Administrative Trustee
HIGHLANDS BANKSHARES, INC.
Dated: December 13, 1999 By: /s/ Samuel L. Neese
------------------------------------
Samuel L. Neese
Executive Vice President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to the
Registrants' Registration Statement on Form S-2, Registration Nos.
333-37917 and 333-37917-01, and incorporated herein by reference.
4.2 Form of Amended and Restated Declaration of Trust for the Trust,
included as Exhibit 4.2 to the Registrants' Registration Statement
on Form S-2, Registration Nos. 333-37917 and 333-37917-01, and
incorporated herein by reference.
4.3 Form of Junior Subordinated Indenture between Highlands
Bankshares, Inc. and Wilmington Trust Company, as Trustee,
included as Exhibit 4.3 to the Registrants' Registration Statement
on Form S-2, Registration Nos. 333-37917 and 333-37917-01, and
incorporated herein by reference.
4.4 Form of Capital Security, included in Exhibit 4.2 to the
Registrants' Registration Statement on Form S-2, Registration Nos.
333-37917 and 333-37917-01, and incorporated herein by reference.
4.5 Form of Junior Subordinated Debt Security, included in Exhibit 4.3
to the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
4.6 Form of Guarantee Agreement with respect to Trust Securities
issued by the Trust, included in Exhibit 4.6 to the Registrants'
Registration Statement on Form S-2, Registration Nos. 333-37917
and 333-37917-01, and incorporated herein by reference.
4.7 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Company and Wilmington Trust Company, included in
Exhibit 4.7 to the Registrants' Registration Statement on Form
S-2, Registration Nos. 333-37917 and 333-37917-01, and
incorporated herein by reference.
4.8 Articles of Incorporation of the Company, included in Exhibit 3.1
to the Registrants' Registration Statement on Form 8-A,
Registration Nos. 333-37917 and 333-37917-01, and incorporated
herein by reference.
4.9 Bylaws of the Company, included in Exhibit 3.2 to the Registrants'
Registration Statement on Form S-2, Registration Nos. 333-37917
and 333-37917-01, and incorporated herein by reference.
