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
MARKET FINANCIAL CORPORATION
_________________________________________________________________________
(Exact name of registrant as specified in its charter)
OHIO 31-0462464
________________________ ____________________________________
(State of incorporation) (I.R.S. Employer Identification No.)
7522 HAMILTON AVENUE, MT. HEALTHY, OHIO 45231
_________________________________________________________________________
(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
______________ ______________
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)
Index to Exhibits is on page 4.
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information with respect to the Common Shares of Market Financial
Corporation (the "Registrant") contained in the Prospectus of the Registrant,
which is a part of the Registrant's Pre-Effective Amendment No. 2 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on February 10, 1997, on pages 73 and 74 under the heading
"DESCRIPTION OF AUTHORIZED SHARES" and under the headings cross referenced on
such pages is incorporated herein by reference.
Item 2. Exhibits.
1 Form of certificate of common shares of Market Financial
Corporation
2(a) Articles of Incorporation of Market Financial Corporation
2(b) Certificate of Amendment to the Articles of Incorporation of
Market Financial Corporation, dated July 22, 1996
2(c) Code of Regulations of Market Financial Corporation
-2-
<PAGE>
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.
MARKET FINANCIAL CORPORATION
____________________________
(Registrant)
Date: March 11, 1997 By: /s/ John T. Larimer
____________________________
John T. Larimer
President
-3-
<PAGE>
MARKET FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
INDEX TO EXHIBITS
EXHIBIT
NO. EXHIBIT
------- -------
1 Form of certificate of
common shares of Market
Financial Corporation
2(a) Articles of Incorporation Incorporated herein
of Market Financial by reference to the
Corporation Registration
Statement on Form
S-1, filed with the
Securities and
Exchange Commission
on August 16, 1996
(the "Registration
Statement on Form
S-1"), Exhibit 3.1
2(b) Certificate of Amendment Incorporated herein
to the Articles of by reference to the
Incorporation of Market Registration
Financial Corporation Statement on Form
S-1, Exhibit 3.2
2(c) Code of Regulations of Incorporated herein
Market Financial by reference to the
Corporation Registration
Statement on Form
S-1, Exhibit 3.3
-4-
FORM OF SHARE CERTIFICATE
[FRONT]
COMMON SHARES COMMON SHARES
NUMBER Market Financial SHARES
(SPECIMEN) Corporation (SPECIMEN)
INCORPORATED UNDER THE LAWS SEE REVERSE SIDE
OF THE STATE OF OHIO FOR CERTAIN DEFINITIONS
AND RESTRICTIONS
CUSIP 57056A 10 0
THIS CERTIFIES THAT (SPECIMEN) is the owner of _____ fully paid and
nonassessable common shares, no par value, of Market Financial Corporation (the
"Corporation") an Ohio corporation. The shares represented by this certificate
are transferable only on the 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.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers.
Dated ______________ This Security is Not A Deposit Or Account
And is Not Federally Insured Or Guaranteed.
Rae Skirvin Larimer John T. Larimer
Secretary President
Countersigned and registered: FIFTH THIRD BANK (Cincinnati, Ohio) Transfer Agent
and Registrar.
___________________________________________
Authorized Signature
<PAGE>
FORM OF SHARE CERTIFICATE
[BACK]
MARKET FINANCIAL CORPORATION
The interest in Market Financial Corporation (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 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.
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
UNIF GIFT MIN ACT - ____________Custodian_____________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with Act ______________________________
right of survivorship and (State)
not as tenants in common
TOD - transfer on death
UNIF TRF MIN ACT - ______________ Custodian (until age___)
_______________ under Uniform Transfers
(Minor)
to Minors Act _________________________
(State)
Additional abbreviations may also be used throughout in the above list.
FOR VALUE RECEIVED, __________________________________ hereby sell, assign
and transfer unto ______________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
of the shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________________________________
Attorney to transfer the said shares on the books of the within named
Corporation, with full power of substitution in the premises.
Dated ___________________________________
X___________________________________________________________
X___________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
IN THE PRESENCE OF _________________________________________
