UNIONBANCORP INC
8-A12G, 1996-09-04
NATIONAL COMMERCIAL BANKS
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<PAGE>   1


As filed with the Securities and Exchange Commission on September 4, 1996
________________________________________________________________________________

                      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


                               __________________


                               UNIONBANCORP, INC.
            (Exact name of registrant as specified in its Charter)


                               __________________

                                                   
              DELAWARE                                     36-3145350
 (State of incorporation or organization)   (I.R.S. Employer Identification No.)


                               __________________


                            122 WEST MADISON STREET
                             OTTAWA, ILLINOIS 61350
        (Address, including zip code, of principal executive offices)


                               __________________


      Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE
                                (Title of Class)


      Securities to be registered pursuant to Section 12(g) of the Act:

                                  COMMON STOCK
              APPLIED FOR LISTING ON THE NASDAQ NATIONAL MARKET
                               (Title of Class)
<PAGE>   2
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
         --------------------------------------------------------

(a)      Regulation S-K Item 202(a)

         Description of Securities, pages 68 through 72, inclusive, of the
         Prospectus of the Registrant included in the Registration Statement of
         the Registrant on Form S-1, File No. 33-9891, are hereby incorporated
         herein by reference.

(b)      Regulation S-K Item 202(b)-(f)

         Not applicable.
<PAGE>   3
ITEM 2.          EXHIBITS.
                 ---------
 EXHIBIT
 NUMBER                DESCRIPTION OF EXHIBIT
 ------                ----------------------

 1                     Form of Specimen Common Stock Certificate (filed as
                       Exhibit 4.6 to the Registration Statement of the
                       Registrant on Form S-1, File No. 33-9891, and hereby
                       incorporated herein by reference).

 2.1                   Restated Certificate of Incorporation of UnionBancorp,
                       Inc., as amended (filed as Exhibit 3.1 to the
                       Registration Statement of the Registrant on Form S-1,
                       File No. 33-9891, and hereby incorporated herein by
                       reference).

 2.2                   Bylaws of UnionBancorp, Inc. (filed as Exhibit 3.2 to
                       the Registration Statement of the Registrant on Form
                       S-1, File No. 33-9891, and hereby incorporated herein by
                       reference).
<PAGE>   4
                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly cause this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


August 30, 1996                            UNIONBANCORP, INC.
                                               (Registrant)


                                        By: /s/ R. Scott Grigsby 
                                            -----------------------------------
                                                R. Scott Grigsby 
                                                President and Chief Executive
                                                Officer


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