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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PINNACLE BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware To Be Applied For
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1811 2nd Avenue, Jasper, Alabama 35502-1388
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 par value American Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 2,500,000 shares of capital stock authorized by Registrant's
Certificate of Incorporation are divided into two classes consisting of
2,400,000 shares of common stock, par value $.01 per share, and 100,000 shares
of serial preferred stock par value $.01 per share.
COMMON STOCK
Voting Rights. Each share of the common stock has the same relative
rights and is identical in all respects with every other share of common stock.
The holders of the common stock possess exclusive voting rights in the
Registrant, except to the extent that outstanding shares of serial preferred
stock may have voting rights, if any. Each holder of common stock is entitled
to one vote for each share held of record on all matters submitted to a vote of
holders of common stock. There is no cumulative voting for the election of
directors.
Dividends. Holders of the common stock are entitled to the payment of
dividends when, as and if declared by the Board of Directors and paid out of
the earnings of the Registrant, if any.
Issuance of Additional Shares of Common Stock. Holders of the common
stock are not entitled to preemptive rights with respect to additional shares
of common stock that may be issued. The common stock is not subject to
redemption. Upon receipt by the Registrant of the purchase price therefor,
each share of common stock is fully paid and nonassessable.
SERIAL PREFERRED STOCK
The Board of Directors of the Registrant is authorized to issue shares
of preferred stock in series and to fix the voting powers, designation,
preferences and relative participation, optional conversion or other special
rights of the shares of each such series and any qualifications, limitations or
restrictions thereof. Any serial preferred stock issued may rank prior to
common stock as to dividend rights, liquidation preferences or both may have
full or limited voting rights.
The information set forth under "Proposal I -- Proposed Conversion and
Reorganization -- Comparison of Stockholders' Rights" (pages 18-22) and
"--Certain Anti-Takeover Provisions of the Certificate of Incorporation and
Bylaws" (pages 23-24) in the Proxy Statement/Prospectus dated December 27, 1996
in the Registrant's Registration Statement of Form S-4 (File No. 333-11495) is
incorporated herein by reference.
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ITEM 2. EXHIBITS
The following documents are included as exhibits to this registration
statement: (a)
1. Annual Report on Form 10-K of Pinnacle Bank for the fiscal
year ended June 30, 1996. (b)
2. Quarterly Report on Form 10-Q of Pinnacle Bank for the fiscal
quarter ended September 30, 1996. (b)
3. Definitive Proxy Statement of Pinnacle Bank dated November 29,
1996. (b)
4. Proxy Statement/Prospectus of the Registrant and Pinnacle
Bank dated December 27, 1996. (b)
5. Certificate of Incorporation of the Registrant.
6. Bylaws of the Registrant. (b)
7. Form of Certificate of Common Stock. (b)
8. Annual Report to Stockholders for the year ended June 30,
1996. (b)(c)
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(a) Pursuant to the Instructions as to Exhibits of Form 8-A, the following
exhibits are being filed with each copy of the registration statement
filed with the American Stock Exchange, Inc. ("AMEX"), but are not
being filed with, or incorporated by reference in, copies of the
registration statement filed with the Securities and Exchange
Commission.
(b) Previously filed with the AMEX.
(c) Except for those portions of the Annual Report to Stockholders for the
year ended June 30, 1996 which are already subject thereto, such
Annual Report shall not be deemed "filed" with the AMEX or otherwise
subject to the liabilities of Section 18 of the Securities Exchange
Act of 1934, as amended.
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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, thereunto duly authorized.
PINNACLE BANCSHARES, INC.
Date: January 29, 1997 By: /s/ Robert B. Nolen, Jr
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Robert B. Nolen, Jr.
President and Chief Executive Officer
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