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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
Cumberland Mountain Bancshares, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 31-1499488
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1431 Cumberland Avenue, Middlesboro, Kentucky 40961
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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(b) of the Act:
None
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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 of the Company" (pages
104-105), "Dividend Policy" (pages 9-10), "Market for the Common
Stock" (page 10), "Restrictions on Acquisition of the Company --
Restrictions in the Company's Charter and Bylaws" (page 103),
"The Conversion and Reorganization -- Certain Restrictions on
Purchase or Transfer of Shares after the Conversion and
Reorganization" (pages 93-94), and "Comparison of Stockholders
Rights" (pages 94-102) of the Prospectus included as part of the
Registrant's Registration Statement on Form SB-2, File No. 333-
18665, declared effective on February 11, 1997 (the "Form SB-2"),
which information is incorporated herein by reference.
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) Charter (incorporated by reference to Exhibit
3.1 to Registration Statement on the Form SB-2
(File No. 333-18665)).
(b) Bylaws (incorporated by reference to Exhibit
3.2 to the Registration Statement on Form SB-2
(File No. 333-18665)).
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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.
Cumberland Mountain Bancshares, Inc.
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(Registrant)
Date: March 24, 1997 By: /s/ James J. Shoffner
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James J. Shoffner
President and Chief Managing
Officer
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COMMON STOCK
NUMBER ___ ___ SHARES
CUMBERLAND MOUNTAIN BANCSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE
CUSIP 230755 10 0
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF
Cumberland Mountain Bancshares, Inc. (the "Corporation"), a
corporation organized under the laws of the State of Tennessee.
The shares represented by this certificate are transferable only on
the stock transfer books of the Corporation by the holder of record
hereof, or by his duly authorized attorney or legal representative
upon the surrender of this certificate properly 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 signature of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ J.D. Howard /s/ James J. Shoffner
____________________________ _____________________
J.D. Howard James J. Shoffner
Secretary President
Countersigned:
ILLINOIS STOCK TRANSFER COMPANY
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Transfer Agent
By: _____________________________
Authorized Signature
[CORPORATE SEAL]
The Charter includes a provision which imposes certain
restrictions on the voting rights of beneficial owners of more than
10% of any class of equity security of the Corporation unless the
acquisition of shares in excess of 10% is approved by a two-thirds
vote of the Continuing Directors (as such term is defined in the
Corporation's Charter). The Corporation will furnish without
charge to each stockholder who so requests information relating to
the voting restrictions on more than 10% beneficial owners.
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The shares represented by this certificate are issued subject
to all the provisions of the Charter 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, the designations, relative rights,
preferences and limitations, determined for each series (and the
authority of the Board of Directors to determine variations for
future series) of each class of stock or series thereof that the
Corporation is authorized to issue. Such request may 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 _______________________
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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 SUCH AS A COMMERCIAL BANK, TRUST COMPANY, SAVINGS AND
LOAN, CREDIT UNION OR BROKER.
