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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
PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2921058
(State incorporation or organization) (I.R.S. Employer Identification No.)
379 NORTH MAIN STREET
DOYLESTOWN, PA 18901
(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 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following box. |X| please check the following box. |_|
Securities Act registration statement file number to which this form
relates: N/A ______________________
(If applicable)
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
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COMMON STOCK, PAR VALUE $.033 PER SHARE AMERICAN STOCK EXCHANGE
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to Registrant's Registration Statement No.
333-034243 on Form S-4, filed with the Commission on August 22, 1997,
and as amended by Pre- Effective Amendment No. 1, filed with the
Commission on September 9, 1997.
ITEM 2. EXHIBITS.
Registrant files the following Exhibits with this Registration
Statement or incorporates them by reference:
3(i) Registrant's Articles of Incorporation. (Incorporated by
reference to Exhibit 3(i) to Registrant's Registration
Statement No. 333-34243 on Form S-4, filed with the Commission
on August 22, 1997, and as amended by Pre-Effective Amendment
No. 1, filed with the Commission on September 9, 1997, which
Articles of Incorporation are included as Exhibit C to the
Proxy Statement/Prospectus included in such Registration
Statement.)
3(ii) Registrant's By-laws. (Incorporated by reference to Exhibit
3(ii) to Registrant's Registration Statement No. 333-34243 on
Form S-4, filed with the Commission on August 22, 1997, and
amended by Pre-Effective Amendment No. 1, filed with the
Commission on September 9, 1997, which By-laws are included as
Exhibit D to the Proxy Statement/Prospectus included in such
Registration Statement.)
4.1 Registrant's Trust Indenture. (Incorporated by reference to
Exhibit 4.1 to Registrant's Registration Statement No.
333-70311 on Form S-4, filed with the Commission on January 8,
1999, and amended by Pre-Effective Amendment No. 1, filed with
the Commission on February 8, 1999.)
10.1 Premier Bank 1995 Incentive Stock Option Plan. (Incorporated
by reference to Registrant's Registration Statement No.
333-34243 on Form S-4, filed with the Commission on August 22,
1997, and amended by Pre-Effective Amendment No. 1, filed with
the Commission on September 9, 1997, which Incentive Stock
Option Plan is included as Exhibit F to the Proxy
Statement/Prospectus, included in such Registration
Statement.)
10.2 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and John C. Soffronoff. (Incorporated by
reference to Exhibit 10.2 to Registrant's Quarterly Report on
Form 10-QSB, filed with the Commission on November 13, 1998.)
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10.3 Change of Control Agreement between Premier Bancorp., Inc.
Premier Bank and John J. Ginley. (Incorporated by reference to
Exhibit 10.3 to Registrant's Quarterly Report on Form 10-QSB,
filed with the Commission on November 13, 1998.)
10.4 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and Bruce E. Sickel. (Incorporated by reference
to Exhibit 10.4 to Registrant's Quarterly Report on Form
10-QSB, filed with the Commission on November 13, 1998.)
99.1 Registrant's Annual Report for the year ended December 31,
1998. (Incorporated by reference to Registrant's Annual Report
on Form 10-KSB, filed with the Commission on March 29, 1999.)
99.2 Registrant's Definitive Proxy Statement for the 1999 Annual
Meeting of Shareholders. (Incorporated by reference to
Registrant's Definitive Proxy Statement, filed with the
Commission on April 8, 1999.)
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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.
PREMIER BANCORP, INC.
Date: December 3, 1999 By: /s/ John C. Soffronoff
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John C. Soffronoff, President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
Number in Manually
Exhibit Number Signed Original
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<S> <C> <C>
3(i) Registrant's Articles of Incorporation. (Incorporated by *
reference to Exhibit 3(i) to Registrant's Registration Statement
No. 333-34243 on Form S-4, filed with the Securities and Exchange
Commission on August 22, 1997, and as amended by Pre-Effective
Amendment No. 1, filed with the Securities and Exchange Commission on
September 9, 1997, which Articles of Incorporation are included as
Exhibit C to the Proxy Statement/Prospectus included in such
Registration Statement.)
3(ii) Registrant's By-laws.(Incorporated by reference to Exhibit 3(ii) *
to Registrant's Registration Statement No. 333-34243 on
Form S-4, filed with the Securities and Exchange Commission
on August 22, 1997, and amended by Pre-Effective Amendment
No. 1, filed with the Securities and Exchange Commission on
September 9, 1997, which By-laws are included as Exhibit D to the
Proxy Statement/Prospectus included in such Registration Statement.)
4.1 Registrant's Trust Indenture. (Incorporated by reference to *
Exhibit 4.1 to Registrant's Registration Statement No. 333-70311
on Form S-4, filed with the Commission on January 8, 1999, and
amended by Pre-Effective Amendment No. 1, filed with the
Commission on February 8, 1999.)
10.1 Premier Bank 1995 Incentive Stock Option Plan (Incorporated *
by reference to Registrant's Registration Statement No. 333-34243
on Form S-4, filed with the Securities and Exchange Commission on
August 22, 1997, and amended by Pre-Effective Amendment No. 1, filed
with the Securities and Exchange Commission on September 9, 1997, which
Incentive Stock Option Plan is included as Exhibit F to the Proxy
Statement/Prospectus, included in such Registration Statement.)
10.2 Change of Control Agreement between Premier Bancorp, Inc., *
Premier Bank and John C. Soffronoff. (Incorporated by reference
to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-QSB, filed
with the Commission on November 13, 1998.)
</TABLE>
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<TABLE>
<CAPTION>
Sequential Page
Number in Manually
Exhibit Number Signed Original
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<S> <C> <C>
10.3 Change of Control Agreement between Premier Bancorp., Inc. *
Premier Bank and John J. Ginley. (Incorporated by reference to
Exhibit 10.3 to Registrant's Quarterly Report on Form 10-QSB, filed
with the Commission on November 13, 1998.)
10.4 Change of Control Agreement between Premier Bancorp, Inc., *
Premier Bank and Bruce E. Sickel. (Incorporated by reference to
Exhibit 10.4 to Registrant's Quarterly Report on Form 10-QSB, filed
with the Commission on November 13, 1998.)
99.1 Registrant's Annual Report for the year ended December 31, 1998. *
(Incorporated by reference to Registrant's Annual Report on
Form 10-KSB, filed with the Commission on March 29, 1999.)
99.2 Registrant's Definitive Proxy Statement for the 1999 Annual *
Meeting of Shareholders. (Incorporated by reference to Registrant's
Definitive Proxy Statement, filed with the Commission on April 8, 1999.)
</TABLE>
* Incorporated by reference.
