<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
CENTURY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-1981518
(State of incorporation or organization) (I.R.S. Employer Identification No.)
22 WINSTON STREET
POST OFFICE BOX 989
THOMASVILLE, NORTH CAROLINA 27361-0989
(Address of principal executive offices)
------------------------
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:
COMMON STOCK, NO PAR VALUE
(Title of class)
===============================================================================
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant hereby incorporates by reference the sections entitled
"DESCRIPTION OF CAPITAL STOCK--The Holding Company" and "ANTI-TAKEOVER
PROVISIONS AFFECTING THE HOLDING COMPANY AND HOME SAVINGS--The Holding Company"
in the Prospectus filed with the Commission on November 18, 1996 pursuant to
Rule 424(b)(3) under the Securities Act of 1933 (Registration Number 333-8625).
Any statement contained in the above-referenced sections of the aforedescribed
Prospectus which is incorporated herein by reference shall be deemed to be
modified or superceded for purposes of this Registration Statement on Form 8-A
to the extent that such statement is modified or superceded by any document
subsequently filed with the Commission.
ITEM 2. EXHIBITS
Exhibit Number Description
- -------------- -----------
I.1 Registrant hereby incorporates by reference the stock
certificate of Century Bancorp, Inc. which is included
in Exhibit 4.1 in Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-1
(Registration Number 333-8625) which was filed with the
Commission pursuant to the Securities Act of 1933 on
October 8, 1996. Any item included as Exhibit 4.1 to the
aforedescribed Pre-Effective Amendment No. 1 to
Registration Statement on Form S-1 and which is
incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration
Statement on Form 8-A to the extent that such item is
modified or superceded by any document subsequently
filed with the Commission.
I.2 Registrant hereby incorporates by reference the Articles
of Incorporation and Bylaws of Century Bancorp, Inc.
which are included as Exhibits 3.1 and 3.2 in the
Registrant's Registration Statement on Form S-1
(Registration Number 33-8625) which was filed with the
Commission pursuant to the Securities Act of 1933 on
July 23, 1996. Any item included as Exhibit 3.1 or 3.2
to the aforedescribed Registration Statement on Form S-1
and which is incorporated herein by reference shall be
deemed to be modified or superceded for purposes of this
Registration Statement on Form 8-A to the extent that
such item is modified or superceded by any document
subsequently filed with the Commission.
II.1. Not applicable.
II.2. Not applicable.
II.3. Not applicable.
II.4. Not applicable.
II.5. Not applicable.
II.6. Not applicable.
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.
CENTURY BANCORP, INC.
Date: December 12, 1996 By: /s/ James G. Hudson, Jr.
-------------------------------
James G. Hudson, Jr., President