CENTURY BANCORP INC /NC
8-A12G, 1996-12-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                      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)
        

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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modified or superceded for purposes of this Registration Statement on Form 8-A
to the extent that such statement is modified or superceded by any document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


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