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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
First Lancaster Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 61- 1297318
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(State of incorporation or organization) (I.R.S. employer
identification no.)
208 Lexington Street, Lancaster, Kentucky 40444-1131
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent registration
Instruction A(c)(1) please check statement under the Securities Act of 1933
the following box. [ ] pursuant to General Instruction A(c)(2)
--- please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Page 1 of 7 Pages
Exhibit Index on Page 3
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included under the captions
"Description of Capital Stock" (pages 115-116), "Dividend Policy" (page 24-25),
"Market for the Common Stock" (page 25), "Certain Anti-Takeover Provisions in
the Certificate of Incorporation and Bylaws" (pages 110-114), "The Conversion--
Limitations on Resales by Management" (page 108), "The Conversion--Effect of
Conversion to Stock Form on Depositors and Borrowers of the Bank--Liquidation
Account" (pages 98-99) and "The Conversion--Restrictions on Repurchase of
Stock" (page 108) of the Prospectus included as part of the Registrant's
Registration Statement on Form SB-2, File No. 333-2468, declared effective on
May 13, 1996 (the "Form SB-2"), which information is incorporated herein by
reference to the Prospectus which is incorporated as Exhibit 3.
Item 2. Exhibits.
The following documents are either filed or incorporated by reference as
exhibits to this registration statement as indicated:
1. Specimen Common Stock Certificate.
2. (a) Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to Registration Statement on the Form SB-2
(File No. 333-2468)).
(b) Bylaws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form SB-2 (File No. 333-2468)).
(c) Plan of Conversion of First Lancaster Federal Savings Bank
(incorporated by reference to Exhibit 2 to the Registration
Statement on Form SB-2 (File No. 333-2468)).
2
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Page
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1 Specimen Common Stock Certificate 5
2(a) Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Form SB-2) --
2(b) Bylaws (incorporated by reference to
Exhibit 3.2 to the Form SB-2) --
2(c) Plan of Conversion (incorporated by
reference to Exhibit 2 to the Form SB-2) --
3
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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, thereto duly authorized.
First Lancaster Bancshares, Inc.
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(Registrant)
Date: June 17, 1996 By: /s/ Virginia R.S. Stump
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Virginia R.S. Stump
Chairman of the Board, President
and Chief Executive Officer
4
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EXHIBIT 1
Specimen Common Stock Certificate
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COMMON STOCK
NUMBER ___ ___ SHARES
FIRST LANCASTER BANCSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of CUSIP 32067S 10 1
fully paid and nonassessable shares of common stock, par value $0.01 per share,
of
First Lancaster Bancshares, Inc. (the "Corporation"), a Delaware corporation.
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 is not valid until countersigned
and registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
IN WITNESS WHEREOF, the Corporation 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.
Dated:
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Kathy G. Johnica Virginia R.S. Stump
Secretary President
Countersigned and Registered:
By:
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Transfer Agent and Registrar
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Authorized Signature
[CORPORATE SEAL]
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RESTRICTIONS ON TRANSFER
The Certificate of Incorporation includes a provision which prohibits any person
from directly or indirectly acquiring or offering to acquire the beneficial
ownership of more than 10% of any class of equity security of the Corporation.
Such provision eliminates the voting rights of securities acquired in violation
of the provision. Such provision will expire five years from the date of
completion of the conversion of First Lancaster Federal Savings Bank, Lancaster,
Kentucky (the "Bank") from mutual to stock form. The Certificate of
Incorporation also imposes certain restrictions on the voting rights of
beneficial owners of more than 10% of any class of equity security of the
Corporation after five years from the date of completion of the conversion of
the Bank from mutual to stock form. The Corporation will furnish without charge
to each stockholder who so requests additional information with respect to such
restrictions. Such request may be made in writing to the Secretary of the
Corporation.
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The shares represented by this certificate are issued subject to all the
provisions of the Certificate of Incorporation and Bylaws of the Corporation as
from time to time amended (copies of which are on file at the principal
executive office of the Corporation), to all of which the holder by acceptance
hereof assents.
The Corporation will furnish without charge to each stockholder who so
requests a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such requests shall be made in writing to the Secretary of the
Corporation.
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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF TRANSFER MIN ACT - ..........Custodian.......... under Uniform Transfers to
(Cust) (Minor)
Minors Act.......................
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________________________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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/ /
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the common stock evidenced by this certificate, and do hereby irrevocably
constitute and appoint __________________________________, Attorney, to transfer
the said shares on the books of the Corporation, with full power of
substitution.
Dated _____________________
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Signature
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Signature
In presence of:
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SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
