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
HOME CITY FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 34-1822228
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(State of incorporation) (I.R.S. Employer Identification No.)
63 W. Main Street, Springfield, Ohio 45502
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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
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(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 Home City Financial
Corporation (the "Registrant") contained in the Prospectus of the Registrant
filed with the Securities and Exchange Commission on November 27, 1996, on pages
81 and 82, under the heading "DESCRIPTION OF AUTHORIZED SHARES" and under the
headings cross referenced on such pages is incorporated herein by reference.
Item 2. Exhibits.
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1 Form of certificate of common shares of Home City Financial
Corporation
2(a) Articles of Incorporation of Home City Financial
Corporation
2(b) Certificate of Amendment to the Articles of Incorporation
of Home City Financial Corporation
2(c) Code of Regulations of Home City Financial Corporation
2(d) Action of Sole Shareholder Amending Code of Regulations
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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.
HOME CITY FINANCIAL CORPORATION
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(Registrant)
Date: December 2, 1996 By: Douglas L. Ulery
________________________________________
Douglas L. Ulery
President
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<PAGE>
HOME CITY FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
INDEX TO EXHIBITS
EXHIBIT
NO. EXHIBIT PAGE
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1 Form of certificate of Incorporated by
common shares of Home reference to the
City Financial Registration Statement
Corporation on Form S-1 filed by
Home City Financial
Corporation on
September 24, 1996
(the "Form S-1")
2(a) Articles of Incorporated by
Incorporation of Home reference to the Form
City Financial S-1
Corporation
2(b) Certificate of 5
Amendment to the
Articles of
Incorporation of Home
City Financial
Corporation
2(c) Code of Regulations of Incorporated by
Home City Financial reference to the Form
Corporation S-1
2(d) Action of Sole 7
Shareholder Amending
Code of Regulations of
Home City Financial
Corporation
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EXHIBIT 2(b)
CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation of
HOME CITY FINANCIAL CORPORATION
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(Name Of Corporation)
Douglas L. Ulery, who is:
_____ Chairman of the Board __X__ President _____ Vice President (Check one)
and
Jo Ann Holdeman, who is:
__X__ 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:
See Exhibit A.
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 18th day of
November, 1996.
By Douglas L. Ulery
___________________________________
President
By Jo Ann Holdeman
___________________________________
Secretary
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.
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<PAGE>
Exhibit A
RESOLVED, that the Articles of Incorporation of the Corporation be amended
by deleting Article FOURTH in its entirety and substituting therefor the
following new Article FOURTH:
FOURTH: The authorized shares of the corporation shall be six
million (6,000,000), five million (5,000,000) of which shall be
common shares, each without par value, and one million (1,000,000)
of which shall be preferred shares, each without par value. The
directors of the corporation may adopt an amendment to the Articles
of Incorporation 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.
FURTHER RESOLVED, that the Articles of Incorporation of the Corporation be
amended by adding thereto the following Article NINTH:
NINTH: No shareholder of the corporation shall have the right to
vote cumulatively in the election of directors.
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EXHIBIT 2(d)
AN ACTION BY THE SOLE SHAREHOLDER
OF
HOME CITY FINANCIAL CORPORATION
The undersigned, being the holder of all of the issued and outstanding
shares of Home City Financial Corporation (the "Corporation"), hereby takes the
following action:
RESOLVED, that the Code of Regulations of the Corporation be amended by
deleting Section 1.10 in its entirety and substituting therefor the
following new Section 1.10:
Section 1.10. Cumulative Voting. No shareholder shall have
the right to vote cumulatively in the election of directors.
IN WITNESS WHEREOF, the undersigned, being the sole shareholder of the
Corporation, hereby indicates in writing his approval of and consent to the
foregoing action and resolutions, without a meeting pursuant to Section 1701.54
of the Ohio Revised Code, to be effective as of December 2, 1996.
Douglas L. Ulery
___________________________________
Douglas L. Ulery
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