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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUCCESS BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-3497644
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(State of incorporation or organization) (IRS Employer Identification No.)
ONE MARRIOTT DRIVE, LINCOLNSHIRE, ILLINOIS 60069
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to 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:
333-32561 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included in the section captioned
"Description of Capital Stock" of the Prospectus included as part of
Registrant's Registration Statement on Form S-1, as amended (File No.
333-32561), which section is hereby incorporated by reference.
Item 2. Exhibits.
The following documents are filed herewith unless noted as being incorporated
by reference pursuant to Rule 12b-32.
1. Specimen Certificate of Common Stock, $0.001 par value per
share.
2. Second Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1, File No. 333-32561).
3. By-Laws of Registrant (incorporated herein by reference to
Exhibit 3.2 to Registrant's Registration Statement on Form S-1, File
No. 333-32561).
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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, thereunto duly authorized.
SUCCESS BANCSHARES, INC.
By: /s/ Steven A. Covert
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Steven A. Covert,
Executive Vice President and
Chief Financial Officer
Date: October 20, 1997
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EXHIBIT 99.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE SIDE FOR
IN THE CITY OF CHICAGO OR CERTAIN DEFINITIONS
IN THE CITY OF NEW YORK
CUSIP 864578 10 9
SUCCESS BANCSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE OWNER
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER
SHARE, OF
=========================== ===========================
===========================SUCCESS BANCSHARES, INC.===========================
=========================== ===========================
The shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by his
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation of the Corporation and any amendments thereto
(copies of which are on file with the Transfer Agent), to all of which
provisions the holder by acceptance hereof, assents. This certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
The shares represented by this Certificate are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
IN WITNESS WHEREOF, Success Bancshares, Inc. has caused this
certificate to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be hereunto
affixed.
[BANCSHARE LOGO /
CORPORATE SEAL]
Dated:
/s/ Saul D. Binder /s/ Marlene Sachs
President and Chief Executive Officer Secretary
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
(Chicago, Illinois) TRANSFER AGENT
AND REGISTRAR
By AUTHORIZED SIGNATURE
(c) NORTHERN BANK NOTE COMPANY
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SUCCESS BANCSHARES, INC.
The Board of Directors of the Corporation is authorized by
resolution(s), from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences and relative, participating, optional, or other special
rights of the shares of each such series and the qualifications, limitations
and restrictions thereof. The Corporation will furnish to any shareholder upon
request and without charge a full description of each class of stock and any
series thereof.
The shares represented by this certificate may not be cumulatively
voted on any matter. The affirmative vote of the holders of at least 80% of
the voting stock of the Corporation, voting together as a single class, shall
be required to approve certain business combinations and other transactions,
pursuant to the Certificate of Incorporation or to amend certain provisions of
the Certificate of Incorporation.
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The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT as tenants by the entireties ------------ -----------
JT TEN as joint tenants with right of survivorship and not (Cust) (Minor)
as tenants in common under Uniform Gifts to Minors Act
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(State)
UNIF TRF MIN ACT- Custodian
------------- ------------
(Cust) (Minor)
(until age ) under Uniform
-------
Transfers to Minors Act
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(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMER OF ASSIGNEE
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Shares
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of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney, to
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transfer the said shares on the books of the within named corporation with full
power of substitution.
Dated,
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X
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X
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGE-
MENT OR ANY CHANGE WHATSOEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIA-
TIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
