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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
COMMUNITY NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 62-1700975
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(State of Incorporation) (I.R.S. Employer
or Organization Identification No.)
19 NATCHEZ TRACE DRIVE, LEXINGTON KENTUCKY 38351
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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 $1.00 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
106-107), "Dividend Policy" (pages 10-11), "Market for the Common
Stock" (page 11), "Comparison of Stockholders' Rights" (pages 97-
105), "The Conversion -- Liquidation Rights" (pages 92-93) and
"The Conversion -- Certain Restrictions on Purchase or Transfer
of Shares after the Stock Conversion and Reorganization" (pages
96-97) of the Prospectus included as part of the Registrant's
Registration Statement on Form SB-2, File No. 333-31637, declared
effective on October 23, 1997 (the "Form SB-2").
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 SB-2
(File No. 333-31637)).
(b) Bylaws (incorporated by reference to Exhibit 3.2
to the Registration Statement on Form SB-2 (File
No. 333-31637)).
(c) Plan of Conversion of Lexington First Federal
Mutual Holding Company and Agreement and Plan
of Reorganization between Community National
Corporation and Lexington First Federal Savings
Bank (incorporated by reference to Exhibit 99.2
to the Registration Statement on Form SB-2
(File No. 333-19093)).
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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 SB-2)
2(b) Bylaws (incorporated by reference to
Exhibit 3.2 to the Form SB-2)
2(c) Plan of Conversion of Lexington First Federal
Mutual Holding Company and Agreement and Plan
of Reorganization between Community National
Corporation and Lexington First Federal Savings
Bank (incorporated by reference to Exhibit 99.2
to the Form SB-2)
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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.
COMMUNITY NATIONAL CORPORATION
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(Registrant)
Date: November 21, 1997 By: /s/ Howard W. Tignor
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Howard W. Tignor
President and Chief Executive
Officer
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COMMON STOCK
NUMBER ___ ___ SHARES
COMMUNITY NATIONAL CORPORATION
CUSIP 204000 10 3
This certifies that
is the owner of
Fully paid and nonassessable shares of common stock, par value
$1.00 per share, of
Community National Corporation (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 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/ Arba Milam Taylor /s/ Howard W. Tignor
____________________________ _____________________
Arba Milam Taylor Howard W. Tignor
Secretary President and Chief
Executive Officer
Countersigned and Registered:
By: _____________________________
Transfer Agent and Registrar
_____________________________
Authorized Signature
[CORPORATE SEAL]
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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, 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 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.
NOTE: 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.
FOR VALUE RECEIVED, _______________________________ HEREBY
SELL, ASSIGN AND TRANSFER 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 _______________________ _____________________________
Signature
_____________________________
Signature
In presence of: ___________________________
