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
Foundation Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-1465239
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(State of incorporation) (I.R.S. Employer Identification No.)
25 Garfield Place Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)
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
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. _____
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. _____
Securities to be registered pursuant to Section 12(g) of the Act:
Common shares, no par value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information with respect to the Common Shares of Foundation Bancorp,
Inc. (the "Registrant") contained in the Prospectus of the Registrant, which
is a part of the Registrant's Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on August 2, 1996, under the heading "DESCRIPTION OF AUTHORIZED
SHARES" and under the headings cross referenced in such section is
incorporated herein by reference.
Item 2. Exhibits.
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1 Form of certificate of common shares of Foundation Bancorp,
Inc.
2(a) Articles of Incorporation of Foundation Bancorp, Inc.
2(b) Certificate of Amendment to the Articles of Incorporation
of Foundation Bancorp, Inc., dated August 20, 1996
2(c) Code of Regulations of Foundation Bancorp, Inc.
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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.
FOUNDATION BANCORP, INC.
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(Registrant)
Date: August 30, 1996 By: Laird L. Lazelle
President
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FOUNDATION BANCORP, INC.
REGISTRATION STATEMENT ON FORM 8-A
INDEX TO EXHIBITS
-----------------
EXHIBIT
NO. EXHIBIT
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1 Form of certificate of common shares
of Foundation Bancorp, Inc.
2(a) Articles of Incorporation of
Foundation Bancorp, Inc.
(Incorporated herein by reference to
the Registration Statement on Form
S-1, filed with the Securities and
Exchange Commission on June 14, 1996
(the "Registration Statement on Form
S-1"), Exhibit 3.1)
2(b) Certificate of Amendment to the
Articles of Incorporation of
Foundation Bancorp, Inc.
2(c) Code of Regulations of Foundation
Bancorp, Inc. (Incorporated herein by
reference to the Registration
Statement on Form S-1, Exhibit 3.2)
EXHIBIT 1
FORM OF SHARE CERTIFICATE
[FRONT]
INCORPORATED UNDER
NUMBER THE LAWS OF SHARES
(SPECIMEN) THE STATE OF OHIO (SPECIMEN)
FOUNDATION BANCORP, INC.
THIS CERTIFIES THAT (SPECIMEN) is the owner of _____ common shares,
without par value, of Foundation Bancorp, Inc., transferable only on the books
of Foundation Bancorp, Inc. by the holder hereof in person or by duly
authorized attorney upon the surrender of this Certificate properly endorsed.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
IN WITNESS WHEREOF, Foundation Bancorp, Inc. has caused this Certificate
to be signed by its duly authorized officers.
Dated ______________
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President Secretary
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FORM OF SHARE CERTIFICATE
[BACK]
FOUNDATION BANCORP, INC.
The interest in Foundation Bancorp, Inc. (the "Corporation")
evidenced by this Certificate may not be transferred, sold, retired or
withdrawn except as provided in the Rules and Regulations promulgated by the
Office of Thrift Supervision and the Articles of Incorporation and Code of
Regulations of the Corporation.
This Corporation will mail to the holder of the common shares
evidenced hereby a copy of the express terms of such shares without charge
within five (5) days after receipt of a written request therefor.
The common shares evidenced hereby are not accounts of an
insurable type and are not insured by the Federal Deposit Insurance
Corporation.
For Value Received, __________ hereby sell, assign and transfer
unto ____________________ of the shares represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint ______________ to
transfer the said shares on the books of the within named Corporation, with
full power of substitution in the premises.
Dated ____________________ ______________________________
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In the presence of
NOTICE: The signature on this Assignment must correspond with the name as
written upon the face of this Certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 2(b)
CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation of
FOUNDATION BANCORP, INC.
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(Name Of Corporation)
Laird L. Lazelle, who is:
___Chairman of the Board ___President ___Vice President (Check one)
and
Dianne K. Rabe, who is:
___Secretary ___Assistant Secretary (Check one)
of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
_____ a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on __________________, 19___ at which
meeting a quorum of the shareholders was present in person or by proxy,
and by the affirmative vote of the holders of shares entitling them to
exercise ___________% of the voting power of the corporation.
__X__ in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
RESOLVED, that the Amended Articles of Incorporation of the
Corporation, a copy of which is attached hereto as Exhibit A (the
"Amended Articles"), be, and they hereby are, adopted.
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 14th day of
August, 1996.
By: Laird L. Lazelle
By: Dianne K. Rabe
NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
<PAGE>
EXHIBIT A
AMENDED ARTICLES OF INCORPORATION
OF
FOUNDATION BANCORP, INC.
FIRST: The name of the corporation shall be Foundation Bancorp, Inc.
SECOND: The place in Ohio where the principal office of the corporation
is to be located is the City of Cincinnati, County of Hamilton.
THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Section
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized shares of the corporation shall be two million
(2,000,000) common shares, each without par value. The directors of the
corporation may adopt an amendment to the articles of incorporation of the
corporation in respect of any unissued or treasury shares of any class and
thereby fix or change: the division of such shares into series and the
designation and authorized number of each series; the dividend rate; the dates
of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or series.
FIFTH: (A) The board of directors of the corporation shall have the power
to cause the corporation from time to time and at any time to purchase, hold,
sell, transfer or otherwise deal with (i) shares of any class or series issued
by it, (ii) any security or other obligation of the corporation which may
confer upon the holder thereof the right to convert the same into shares of
any class or series authorized by the articles of the corporation, and (iii)
any security or other obligation which may confer upon the holder thereof the
right to purchase shares of any class or series authorized by the Articles of
Incorporation of the corporation.
(B) The corporation shall have the right to repurchase, if and when any
shareholder desires to sell, or on the happening of any event is required to
sell, shares of any class or series issued by the corporation.
(C) The authority granted in this Article Fifth shall not limit the
plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.
SIXTH: Notwithstanding any provision of the Ohio Revised Code requiring
for any purpose the vote, consent, waiver or release of the holders of shares
of the corporation entitling them to exercise any proportion of the voting
power of the corporation or of any class or classes thereof, such action,
unless expressly otherwise provided by statute, may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to exercise
<PAGE>
not less than a majority of the voting power of the corporation or of such
class or classes; provided, however, that if the board of directors of the
corporation shall recommend against the approval of any of the following
matters, the affirmative vote of the holders of shares entitling them to
exercise not less than seventy-five percent (75%) of the voting power of any
class or classes of shares of the corporation which entitle the holders
thereof to vote in respect of any such matter as a class shall be required to
adopt:
(A) A proposed amendment to the articles of incorporation of the
corporation;
(B) A proposed amendment to the code of regulations of the corporation;
(C) A proposal to change the number of directors by action of the
shareholders;
(D) An agreement of merger or consolidation providing for the proposed
merger or consolidation of the corporation with or into one or more other
corporations;
(E) A proposed combination or majority share acquisition involving the
issuance of shares of the corporation and requiring shareholder approval;
(F) A proposal to sell, exchange, transfer or otherwise dispose of all,
or substantially all, of the assets, with or without the goodwill, of the
corporation; or
(G) A proposed dissolution of the corporation.
SEVENTH: No shareholder of the corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or
other obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such shares.
EIGHTH: No shareholder of the corporation shall have the right to vote
his or her shares cumulatively in the election of directors of the
corporation.
NINTH: These articles of incorporation shall supersede and replace the
existing articles of incorporation of the corporation.
