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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
PN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-1549401
(State of incorporation or organization) (I.R.S. Employer
Identification no.)
315 EAST EISENHOWER, ANN ARBOR MICHIGAN 48108
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the and is effective
effective pursuant to General pursuant to General Instruction
A.(c), please check the following Exchange Act Instruction A.(d),
box. [ ] please check the following box. [X]
Securities Act registration statement to which this form relates: 333-76841
(If applicable)
Securities to be registered pursuant to Section 12 (b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
<S> <C>
NONE NOT APPLICABLE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
PAR VALUE $0.02
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The information set forth under the captions "Restrictions on
Acquisition of PN Holdings" and "Description of Capital Stock" in the
Prospectus included in Part I of the Registration Statement on Form S-1
of the registrant, originally filed with the Securities and Exchange
Commission on April 22, 1999 (File No. 333-76841) (the "Registration
Statement"), is incorporated by reference in response to this Item 1.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1. Specimen Common Stock Certificate of Registrant (incorporated
by reference from Exhibit 4.1 to the Registration Statement)
2. Certificate of Incorporation of Registrant and Amendments
Thereto (incorporated by reference from Exhibit 3.1 to the
Registration Statement)
3. Bylaws of the Registrant (incorporated by reference from
Exhibit 3.2 to the Registration Statement)
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SIGNATURES
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.
PN HOLDINGS, INC.
Dated: JULY 1 , 1999 By: /s/ Charles C. Huffman
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Charles C. Huffman
Chairman and Chief Executive Officer