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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
OHIO STATE FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 31-1529204
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(State of incorporation) (I.R.S. Employer Identification No.)
435 MAIN STREET, BRIDGEPORT, OHIO 43912
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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)
Index to Exhibits is on page 4.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The information with respect to the Common Shares of Market Financial
Corporation (the "Registrant") contained in the Prospectus of the Registrant,
which is a part of the Registrant's Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on August 1, 1997, on pages 78 and 79 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 Ohio State Financial
Services, Inc.
2(a) Articles of Incorporation of Ohio State Financial Services, Inc.
2(b) Certificate of Amendment to the Articles of Incorporation of Ohio
State Financial Services, Inc., dated July 1, 1997
2(c) Code of Regulations of Ohio State Financial Services, Inc.
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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.
OHIO STATE FINANCIAL SERVICES, INC.
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(Registrant)
Date: September 8, 1997 By:/s/ Jon W. Letzkus
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Jon W. Letzkus
President
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OHIO STATE FINANCIAL SERVICES, INC.
REGISTRATION STATEMENT ON FORM 8-A
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. EXHIBIT
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<S> <C> <C>
1 Form of certificate of common
shares of Ohio State Financial
Services, Inc.
2(a) Articles of Incorporation of Ohio Incorporated herein by
State Financial Services, Inc. reference to the
Registration Statement on
Form S-1, filed with
the Securities and
Exchange Commission
on June 19, 1997
(the "Registration
Statement on Form
S-1"), Exhibit 3.1
2(b) Certificate of Amendment to the Incorporated herein by
Articles of Incorporation of Ohio reference to the Pre-
State Financial Services, Inc. Effective Amendment No.
1 to the Registration
Statement on Form S-1
filed with the Securities and
Exchange Commission on
August 1, 1997, Exhibit 3.3
2(c) Code of Regulations of Ohio Incorporated herein by
State Financial Services, Inc. reference to the
Registration Statement on
Form S-1, Exhibit 3.2
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<CAPTION>
FORM OF SHARE CERTIFICATE
[FRONT]
<S> <C> <C>
COMMON SHARES COMMON SHARES
NUMBER Ohio State Financial Services, Inc. SHARES
(SPECIMEN) (SPECIMEN)
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INCORPORATED UNDER THE LAWS SEE REVERSE SIDE FOR CERTAIN
OF THE STATE OF OHIO DEFINITIONS AND RESTRICTIONS
CUSIP 677911 10 9
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THIS CERTIFIES THAT (SPECIMEN) is the owner of _____ fully paid and
nonassessable common shares, no par value, of Ohio State Financial Services,
Inc. (the "Corporation") an Ohio corporation. The shares represented by this
certificate are transferable only on the 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.
IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed by the facsimile signatures of its duly authorized officers.
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<S> <C>
Dated ______________ THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT
AND IS NOT FEDERALLY INSURED OR GUARANTEED.
Sherri Yarbrough Jon W. Letzkus
Secretary President
Countersigned and registered: FIFTH THIRD BANK (Cincinnati, Ohio) Transfer Agent and Registrar.
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Authorized Signature
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FORM OF SHARE CERTIFICATE
[BACK]
OHIO STATE FINANCIAL SERVICES, INC.
The interest in Ohio State Financial Services, Inc. (the
"Corporation") evidenced by this Certificate may not be transferred, sold,
retired or withdrawn except as provided in the Rules and Regulations promulgated
by the Office of Thrift Supervision and the Articles of Incorporation and
Regulations of the Corporation.
This Corporation will mail to the holder of the common shares
evidenced hereby a copy of the express terms of such shares without charge
within five (5) days after receipt of a written request therefor.
The common shares evidenced hereby are not accounts of an insurable
type and are not insured by the Federal Deposit Insurance 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:
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<S> <C> <C> <C> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________________
Custodian_____________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with Act________________________________________
right of survivorship and (State)
not as tenants in common
TOD - transfer on death UNIF TRF MIN ACT - ____________Custodian (until age ___)
________________ under Uniform Transfers
(Minor)
to Minors Act___________________________
(State)
Additional abbreviations may also be used throughout in the above list.
FOR VALUE RECEIVED, __________________________________________ hereby sell, assign and transfer unto
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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of the shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within named
Corporation, with full power of substitution in the premises.
Dated ___________________________________
X_________________________________________________________________
X_________________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF
THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
IN THE PRESENCE OF ________________________________________________
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