SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHORE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 54-1873994
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
25253 Lankford Highway
Onley, Virginia 23418
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(Address of principal executive offices) (Zip code)
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<S> <C>
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness
please check the following box. of a concurrent registration statement under the
[ ] Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box.
[ ]
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Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.33 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
See "Certain Effects of the Reorganization -- Comparison in the Rights
of Stockholders" in the Proxy Statement/Prospectus included in the Registration
Statement on Form S-4 (File No. 333-35589) filed by SB Bankshares Corporation
(the "Company") on September 15, 1997, which is hereby incorporated by
reference. Please be advised that since the date of that filing the Company has
changed its corporate name to "Shore Financial Corporation." The final Proxy
Statement/Prospectus contained in that Registration Statement was filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, on October 28,
1997.
Item 2. Exhibits
1. Form of common stock certificate of Shore Financial Corporation.
2(a) Articles of Incorporation of Shore Financial Corporation, as
amended.
2(b) Bylaws of Shore Financial Corporation -- see Exhibit No. 3.2 to
the Registration Statement on Form S-4 filed by the Company, which
is incorporated by reference herein.
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.
SHORE FINANCIAL CORPORATION
Date: February 27, 1998 By: /s/ Steven M. Belote
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Steven M. Belote
Vice President and Chief Financial Officer
3
Exhibit 1
(FORM OF STOCK CERTIFICATE - FRONT SIDE)
NUMBER SHARES
SHORE FINANCIAL CORPORATION
INCORPORATED UNDER THE CUSIP
LAWS OF THE COMMONWEALTH OF VIRGINIA SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS IS TO CERTIFY That ___________________________ is the owner of _______
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.33 PAR VALUE PER SHARE,
OF
SHORE FINANCIAL CORPORATION
transferable only on the books of the corporation by the holders hereof in
person or by attorney duly authorized upon surrender of this certificate duly
endorsed or assigned. This certificate and the shares represented hereby are
subject to the laws of the Commonwealth of Virginia and to the Articles of
Incorporation and Bylaws of the corporation as now or hereafter amended. This
certificate is not paid until countersigned by the Transfer Agent and the
Registrar .
WITNESS, the facsimile seal of the corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ Steven M. Belote /s/ Scott C. Harvard
SECRETARY PRESIDENT
SHORE FINANCIAL CORPORATION
SEAL
VIRGINIA
COUNTERSIGNED AND REGISTERED:____________________________
TRANSFER AGENT
AND REGISTRAR
BY: ________________________________
AUTHORIZED OFFICER
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(FORM OF STOCK CERTIFICATE - BACK SIDE)
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 UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with
right of under Uniform Gifts to Minors
survivorship and not as tenants Act______________
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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________________ shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
_______________________________ Attorney to transfer the said stock on the books
of the within named Corporation with full power of substitution in the premises.
Dated______________________________
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NOTICE: THE SIGNATURE(S) OF THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
ARTICLES OF INCORPORATION
OF
SB BANKSHARES CORPORATION
I. NAME
The name of the corporation is SB Bankshares Corporation.
II. PURPOSE
The purpose for which the Corporation is formed is to act as a holding
company and to transact any or all lawful business not required to be
specifically stated in these Articles for which corporations may be incorporated
under the Virginia Stock Corporation Act, as amended from time to time.
III. CAPITAL STOCK
The Corporation shall have authority to issue three thousand (3,000)
shares of Common Stock, par value $0.33 per share, and two thousand (2,000)
shares of Preferred Stock, par value $1.00 per share. The rights, preferences,
voting powers and the qualifications, limitations and restrictions of the
authorized stock shall be as follows:
A. Preferred Stock
The Preferred Stock may be issued from time to time in one or more
classes or series, with such distinctive designations, rights and preferences as
shall be stated and expressed herein or in the resolution or resolutions
providing for the issuance of shares of a particular series, and in such
resolution or resolutions providing for the issuance of shares of such series,
the Board of Directors is expressly authorized to fix or establish the basis for
determining:
(a) the maximum number of shares constituting such class or
series, and the designation of such class or series, which
shall be such as to distinguish the shares thereof from the
shares of all other classes and series;
(b) the annual or other periodic dividend rate for such series,
the dividend payment dates and, if cumulative, the dates from
which dividends shall be cumulative, and the extent of
participation rights, if any;
(c) any right to vote with holders of shares of any other series
or class and any right to vote as a class, either generally or
as a condition to specified corporate action;
(d) the price at, and the terms and conditions on which, shares
may be redeemed;
(e) the amount payable upon shares in event of involuntary
liquidation;
(f) the amount payable upon shares in the event of voluntary
liquidation;
(g) any sinking fund provisions for the redemption or purchase of
shares;
(h) the rights, if any, of the holders of shares of such series to
convert such shares into other classes of stock of the
Corporation, or to exchange such shares for other securities,
and the terms and conditions of any such conversion or
exchange; and
(i) such other rights as may be specified by the Board of
Directors and not prohibited by law.
All shares of Preferred Stock of any one series shall be identical with
each other in all respects except, if so determined by the Board of Directors,
as to the dates from which dividends thereon shall be cumulative; and all shares
of Preferred Stock shall be of equal rank with each other, regardless of series,
and shall be identical with each other in all respects except as provided herein
or in the resolution or resolutions providing for the issuance of a particular
series.
B. Common Stock
Section 1. Subject to the provisions of law and the rights of holders
of shares at the time outstanding of Preferred Stock, the holders of Common
Stock at the time outstanding shall be entitled to receive such dividends at
such times and in such amounts as the Board of Directors may deem advisable.
Section 2. In the event of any liquidation, dissolution or winding up
(whether voluntary or involuntary) of the Corporation, after the payment or
provision for payment in full for all debts and other liabilities of the
Corporation and all preferential amounts to which the holders of shares at the
time outstanding of Preferred Stock shall be entitled, the remaining net assets
of the Corporation shall be distributed ratably among the holders of the shares
at the time outstanding of Common Stock.
Section 3. The holders of Common Stock shall be entitled to one vote
per share on all matters as to which a shareholder vote is taken.
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IV. NO PREEMPTIVE RIGHTS
No holder of shares of any class of capital stock of the Corporation
shall have any preemptive or preferential right to subscribe to or purchase (i)
any shares of capital stock of the Corporation, whether now or hereafter
authorized, (ii) any securities convertible into such shares or (iii) any
options, warrants, or rights to purchase such shares or securities convertible
into any such shares.
V. DIRECTORS
Section 1. The Board of Directors shall consist of such number of
individuals as may be fixed or provided for by the bylaws of the Corporation.
Section 2. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III as nearly equal in number as possible. On the
effective date of these articles of incorporation of this Corporation, the
classification of directors of this Corporation shall be implemented as follows:
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2000 annual meeting of the shareholders; directors of the
second class (Class II) shall be elected for a term expiring at the 1999 annual
meeting of the shareholders, and directors of the third class (Class III) shall
be elected to hold office for a term expiring at the 1998 annual meeting of
shareholders. The successors to the class of directors whose terms expires shall
be identified as being of the same class as the directors they succeed and
elected to hold office for a term expiring at the third succeeding annual
meeting of shareholders. When the number of directors is changed, any newly
created directorship shall be apportioned among the classes by the Board of
Directors as to make all classes as nearly equal as possible.
Section 3. Directors of the Corporation may be removed only for cause
and with the affirmative vote of at least two-thirds of the outstanding shares
entitled to vote.
Section 4. If the office of any director shall become vacant, the
directors at the time in office, whether or not a quorum, may, by majority vote
of the directors then in office, choose a successor who shall hold office until
the next annual meeting of stockholders. In such event, the successors elected
by the stockholders at that annual meeting shall hold office for a term that
shall coincide with the remaining term of the class of directors to which that
person has been elected. Vacancies resulting from the increase in the number of
directors shall be filled in the same manner.
VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS
Any amendment of the Corporation's Articles of Incorporation, a plan of
merger or exchange, a transaction involving the sale of all or substantially all
the Corporation's assets other than in the regular course of business and a plan
of dissolution shall be approved by the vote of a majority of all the votes
entitled to be cast on such transactions by each voting group entitled to vote
on the transaction at a meeting at which a quorum of the voting group is
present, provided that the transaction has been approved and recommended by at
least two-thirds of the directors in office at the time of such approval and
recommendation. If the transaction is not so approved and recommended, then the
transaction shall be approved by the vote of eighty percent (80%) or more of all
votes entitled to be cast on such transactions by each voting group, entitled to
vote on the transaction.
VII. INDEMNIFICATION
Section 1. To the full extent that the Virginia Stock Corporation Act,
as it exists on the date hereof or may hereafter be amended, permits the
limitation or elimination of the liability of directors or officers, a director
or officer of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages.
Section 2. To the full extent permitted and in the manner prescribed by
the Virginia Stock Corporation Act, the Corporation shall indemnify each
director or officer of the Corporation against liabilities, fines, penalties and
claims imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been such director or officer, whether or not
then continuing to so be, and against all expenses (including counsel fees)
reasonably incurred by him in connection therewith, except in relation to
matters as to which he shall have been finally adjudged liable by reason of his
willful misconduct or a knowing violation of criminal law in the performance of
his duty as such director or officer. The Board of Directors is hereby
empowered, by majority vote of a quorum of disinterested directors, to contract
in advance to indemnify any director or officer.
Section 3. The Board of Directors is hereby empowered, by majority vote
of a quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in Section 2 of this
Article against liabilities, fines, penalties and claims imposed upon or
asserted against him (including amounts paid in settlement by reason of having
been an employee, agent or consultant of the Corporation, whether or not then
continuing so to be, and against all expenses (including counsel fees)
reasonably incurred by him in connection therewith, to the same extent as if
such person were specified as one to whom indemnification is granted in Section
2.
Section 4. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee, agent or consultant of the Corporation against any
liability asserted against or incurred by any such person in any such capacity
or arising from his status as such, whether or not the Corporation would have
power to indemnify him against such liability under the provisions of this
Article.
Section 5. In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged act or omission
with respect to which indemnification is claimed, any determination as to
indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Sections 2 or 3 of this Article VI shall be
made by special legal counsel agreed upon by the Board of Directors and the
proposed indemnitee. If the Board of Directors and the proposed indemnitee are
unable to agree upon such special legal counsel, the Board of Directors and the
proposed indemnitee each shall select a nominee, and the nominees shall select
such special legal counsel.
Section 6. No amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right to indemnification
with respect to any claim, issue or matter in any then pending or subsequent
proceeding that is based in any material respect on any alleged action or
failure to act occurring before the adoption of such amendment, modification or
repeal.
Section 7. Every reference herein to director, officer, employee, agent
or consultant shall include (i) every director, officer, employee, agent, or
consultant of the Corporation or any corporation the majority of the voting
stock of which is owned directly or indirectly by the Corporation, (ii) every
former director, officer, employee, agent, or consultant of the Corporation,
(iii) every person who may have served at the request of or on behalf of the
Corporation as a director, officer, employee, agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other entity, and (iv)
in all of such cases, his executors and administrators.
VIII. INITIAL DIRECTORS
Set forth below are the names and addresses of the individuals who are
to serve as the initial directors of the Corporation:
Name Addresses
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Richard F. Hall, III RFD Mt. Custis
Accomac, Virginia 23301
Scott C. Harvard P. O. Box 322
Puncoteague, Virginia 23422
Terrell E. Boothe 4153 Main Street
Chincoteague, Virginia 23336
D. Page Elmore 3692 Devonshire Drive
Salisbury, Maryland 21804
A. Jackson Mason 23318 Back Street
Accomac, Virginia 23301
Henry P. Custis, Jr. 24291 Meadville Drive
Onacock, Virginia 23417
Lloyd J. Kellam, Jr. 15320 King Street
Belle Haven, Virginia 23306
L. Dixon Leatherbury P. O. Box 187
Machipongo, Virginia 23405
IX. INITIAL REGISTERED OFFICE AND AGENT
The post office address of the initial registered office is Custis,
Lewis & Dix, 23345 Counsel Drive, Accomac, Virginia 23301. The name of the town
in which the initial registered office is located is Accomac, Virginia. The name
of the initial registered agent is Henry P. Custis, Jr., whose business office
is the same as the registered office and who is a resident of Virginia and a
member of the Virginia State Bar.
Dated: September 8, 1997
/s/ George P.Whitley
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George P. Whitley
Incorporator
<PAGE>
ARTICLES OF AMENDMENT
OF
SB BANKSHARES CORPORATION
1. The name of the corporation is SB Bankshares Corporation (the
"Corporation").
2. The amendments adopted hereby are:
(a) to delete Article I of the Corporation's Articles of
Incorporation and substitute therefor the following:
"I. NAME
The name of the Corporation is Shore Financial Corporation."
and (b) to delete Article III of the Corporation's Articles of
Incorporation and substitute therefor the following:
"III. CAPITAL STOCK
The Corporation shall have authority to issue five million (5,000,000)
shares of Common Stock, par value $0.33 per share, and five hundred thousand
(500,000) shares of Preferred Stock, par value $1.00 per share. The rights,
preferences, voting powers and the qualifications, limitations and restrictions
of the authorized stock shall be as follows:
A. Preferred Stock
The Preferred Stock may be issued from time to time in one or more
classes or series, with such distinctive designations, rights and preferences as
shall be stated and expressed herein or in the resolution or resolutions
providing for the issuance of shares of a particular series, and in such
resolution or resolutions providing for the issuance of shares of such series,
the Board of Directors is expressly authorized to fix or establish the basis for
determining:
(a) the maximum number of shares constituting such class or
series, and the designation of such class or series, which
shall be such as to distinguish the shares thereof from the
shares of all other classes and series;
(b) the annual or other periodic dividend rate for such series,
the dividend payment dates and, if cumulative, the dates from
which dividends shall be cumulative, and the extent of
participation rights, if any;
(c) any right to vote with holders of shares of any other series
or class and any right to vote as a class, either generally or
as a condition to specified corporate action;
(d) the price at, and the terms and conditions on which, shares
may be redeemed;
(e) the amount payable upon shares in event of involuntary
liquidation;
(f) the amount payable upon shares in the event of voluntary
liquidation;
(g) any sinking fund provisions for the redemption or purchase of
shares;
(h) the rights, if any, of the holders of shares of such series to
convert such shares into other classes of stock of the
Corporation, or to exchange such shares for other securities,
and the terms and conditions of any such conversion or
exchange; and
(i) such other rights as may be specified by the Board of
Directors and not prohibited by law.
All shares of Preferred Stock of any one series shall be identical with
each other in all respects except, if so determined by the Board of Directors,
as to the dates from which dividends thereon shall be cumulative; and all shares
of Preferred Stock shall be of equal rank with each other, regardless of series,
and shall be identical with each other in all respects except as provided herein
or in the resolution or resolutions providing for the issuance of a particular
series.
B. Common Stock
Section 1. Subject to the provisions of law and the rights of holders
of shares at the time outstanding of Preferred Stock, the holders of Common
Stock at the time outstanding shall be entitled to receive such dividends at
such times and in such amounts as the Board of Directors may deem advisable.
Section 2. In the event of any liquidation, dissolution or winding up
(whether voluntary or involuntary) of the Corporation, after the payment or
provision for payment in full for all debts and other liabilities of the
Corporation and all preferential amounts to which the holders of shares at the
time outstanding of Preferred Stock shall be entitled, the remaining net assets
of the Corporation shall be distributed ratably among the holders of the shares
at the time outstanding of Common Stock.
Section 3. The holders of Common Stock shall be entitled to one vote
per share on all matters as to which a shareholder vote is taken."
3. The amendments were duly adopted by the directors of the Corporation
by resolution effective February 10, 1998. In accordance with Section 13.1-709
of the Code of Virginia, no shareholder action was required as no shares have
been issued by the Corporation.
Dated: February 10, 1998
SB BANKSHARES CORPORATION
By: /s/ Scott C. Harvard
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Scott C. Harvard, President
