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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NewSouth Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 56-1999749
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1311 Carolina Avenue, Washington, North Carolina 27889
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(Address of Principal Executive Offices) (Zip Code)
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 Stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included under the
captions "Description of Capital Stock" (pages 123-124),
"Dividend Policy" (page 28-29), "Market for the Common Stock"
(page 29), "Certain Anti-Takeover Provisions in the Certificate
of Incorporation and Bylaws" (pages 118-123), "The Conversion --
Limitations on Resales by Management" (page 115-116), "The
Conversion -- Effect of Conversion to Stock Form on Depositors
and Borrowers of the Bank -- Liquidation Account" (pages 105-106)
and "The Conversion -- Restrictions on Repurchase of Stock" (page
115) of the Prospectus included as part of the Registrant's
Registration Statement on Form S-1, File No. 333-16335, declared
effective on February 11, 1997 (the "Form S-1").
Item 2. Exhibits.
The following documents are either filed or incorporated by
reference as exhibits to this registration statement as
indicated:
1. Specimen Common Stock Certificate.
2. (a) Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration
Statement on the Form S-1 (File No. 333-16335)).
(b) Bylaws (incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-1 (File
No. 333-16335)).
(c) Plan of Conversion of Home Savings Bank, SSB
(incorporated by reference to Exhibit 2 to the
Registration Statement on Form S-1
(File No. 333-16335)).
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EXHIBIT INDEX
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Exhibit
Number
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1 Specimen Common Stock Certificate
2(a) Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Form S-1)
2(b) Bylaws (incorporated by reference to
Exhibit 3.2 to the Form S-1)
2(c) Plan of Conversion (incorporated by
reference to Exhibit 2 to the Form S-1)
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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.
NewSouth Bancorp, Inc.
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(Registrant)
Date: March 11, 1997 By: /s/ Thomas A. Vann
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Thomas A. Vann
President
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COMMON STOCK
NUMBER ___ ___ SHARES
NEWSOUTH BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 652495 10 2
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF
NewSouth Bancorp, Inc. (the "Corporation"), a Delaware
corporation. The shares represented by this certificate are
transferable only on the stock transfer books of the Corporation
by the holder of record hereof, in person or by duly authorized
attorney or legal representative upon the surrender of this
certificate property endorsed. This certificate is not valid
until countersigned and registered by the Corporation's transfer
agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED.
IN WITNESS WHEREOF, the Corporation has caused this certificate
to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ William L. Wall /s/ Thomas A. Vann
____________________________ _____________________
William L. Wall Thomas A. Vann
Secretary President
Countersigned and Registered:
REGISTRAR AND TRANSFER COMPANY
By: _____________________________
Transfer Agent and Registrar
_____________________________
Authorized Signature
[CORPORATE SEAL]
RESTRICTIONS ON TRANSFER
The Certificate of Incorporation includes a provision which
prohibits any person from directly or indirectly acquiring or
offering to acquire the beneficial ownership of more than 10% of
any class of equity security of the Corporation. Such provision
eliminates the voting rights of securities acquired in violation
of the provision. Such provision will expire three years from
the effective date of completion of the conversion of Home
Savings Bank, SSB, Washington, North Carolina (the "Bank") from
mutual to stock form. The Certificate of Incorporation also
imposes certain restrictions on the voting rights of beneficial
owners of more than 10% of any class of equity security of the
Corporation after three years from the completion of the
conversion of the Bank from mutual to stock form. The
Corporation will furnish without charge to each stockholder who
so requests additional information with respect to such
restrictions. Such request may be made in writing to the
Secretary of the Corporation.<PAGE>
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NEWSOUTH BANCORP, INC.
The shares represented by this certificate are issued
subject to all the provisions of the Certificate of Incorporation
and Bylaws of the Corporation as from time to time amended
(copies of which are on file at the principal executive office of
the Corporation), to all of which the holder by acceptance hereof
assents.
The Corporation will furnish without charge to each
stockholder who so requests a full statement of the powers,
designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences and/or rights. Such requests shall be made in
writing to the Secretary of the Corporation.
The following abbreviations, when used in the inscription on
the face of this Certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF TRANSFER MIN ACT - ..........Custodian.......... under
(Cust) (Minor)
Uniform Transfers to Minors Act.......................
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, _______________________________ HEREBY
SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
/_______________________________/
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
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__________________________________________________________ Shares
of the common stock evidenced by this certificate, and do hereby
irrevocably constitute and appoint ____________________________,
Attorney, to transfer the said shares on the books of the
Corporation, with full power of substitution.
Dated _______________________
___________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED: ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER
