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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CODDLE CREEK FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-2045998
(State of incorporation or organization) (I.R.S. Employer Identification No.)
347 NORTH MAIN STREET
POST OFFICE BOX 117 28115
MOORESVILLE, NORTH CAROLINA (Zip Code)
(Address of principal executive offices)
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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
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is to become effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-35497
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant hereby incorporates by reference the sections entitled
"DESCRIPTION OF CAPITAL STOCK -- The Company" and "ANTI-TAKEOVER PROVISIONS OF
THE COMPANY AND THE BANK -- The Company" in the Prospectus included in the
Registrant's Registration Statement on Form S-1 (Registration Number 333-35497)
which was filed with the Commission on September 12, 1997, and as amended on
November 5, 1997 and November 10, 1997 (the "Registration Statement on Form S-
1"). Any statement contained in the above-referenced sections of the
Registration Statement on Form S-1 and which is incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Registration
Statement on Form 8-A to the extent that such statement is modified or
superseded by any document subsequently filed with the Commission.
ITEM 2. EXHIBITS
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Exhibit Number Description
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<C> <S>
I.1. Copies of the form certificate for each security to be
registered hereunder.
I.2. Registrant hereby incorporates by reference the Articles of
Incorporation and Bylaws of Coddle Creek Financial Corp. which
are included as Exhibits 3(i) and 3(ii) in the Registration
Statement on Form S-1. Any item included as Exhibit 3(i) or
3(ii) to the Registration Statement on Form S-1 and which is
incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration
Statement on Form 8-A to the extent that such item is modified
or superseded by any document subsequently filed with the
Commission.
II.1. Not applicable.
II.2. Not applicable.
II.3. Not applicable.
II.4. Not applicable.
II.5. Not applicable.
II.6. Not applicable.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement on Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
CODDLE CREEK FINANCIAL CORP.
Date: December 4, 1997 By: /s/ George W. Brawley, Jr.
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George W. Brawley, Jr., President
2
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[PICTURE OF AMERICAN BALD EAGLE APPEARS HERE]
NUMBER SHARES
CC
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN CRANFORD, N.J. OR IN NEW YORK, N.Y. CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
CODDLE CREEK FINANCIAL CORP.
MOORESVILLE, N.C.
THIS IS TO CERTIFY THAT CUSIP 191891 10 0
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE OF
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---------------------- CODDLE CREEK -------------------------
---------------------- FINANCIAL CORP. -------------------------
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. The security evidenced by this certificate is not a deposit account
or savings account and is not federally insured or guaranteed. This certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Billy R. Williams /s/ George W. Brawley
SECRETARY PRESIDENT
[CORPORATE SEAL OF
CODDLE CREEK FINANCIAL
CORP. APPEARS HERE]
(C) SECURITY XXXXXXXX UNITED STATES BANKNOTE COMPANY 1960
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ COUNTERSIGNED AND REGISTERED: +
+ REGISTRAR AND TRANSFER COMPANY +
+ (CRANFORD, NEW JERSEY) TRANSFER AGENT +
+ AND REGISTRAR +
+ +
+ BY +
+ +
+ AUTHORIZED SIGNATURE +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++
+--------------------------------------------------+
+ AMERICAN BANK NOTE COMPANY NOVEMBER 3, 1997 dw +
+ 3504 ATLANTIC AVENUE +
+ SUITE 12 046527fc +
+ (310) 989-2333 +
+ (FAX) (310) 428-7450 270-19X proof___ NEW +
+--------------------------------------------------+
++++++++++++++++++++++++++++++++++++++++++++++++++++
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Coddle Creek Financial Corp.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
The Corporation will furnish to any shareholder upon request and without charge
a copy of the Articles of Incorporation and Bylaws of the Corporation, which set
forth certain other provisions with respect to acquisition of shares of the
Corporation, as well as a description of the Corporation's authorized common and
preferred stock and other provisions affecting stockholder rights and corporate
governance.
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>
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)
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. 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)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________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__________________________________________
___________________________________________________
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE PAGE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:__________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
