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UNITED STATES
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
BAY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0046244
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
1001 HIGHWAY 146 SOUTH
LAPORTE, TEXAS 77571
(Address of principal executive offices) (Zip Code)
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), please 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 effective pursuant to
General Instruction A.(d), please check the following box. /X/
Securities Act registration statement file number to which this
form relates: 333-36185.
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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK, PAR VALUE $1.00 PER SHARE NASDAQ NATIONAL MARKET
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the information set forth
under the caption "Description of Capital Stock" set forth in its preliminary
prospectus dated October 28, 1997 included in Amendment No.1 to its
Registration Statement on Form S-1 (Registration No. 333-36185), filed with
the Securities and Exchange Commission (the "Commission") on October 28,
1997, as such information may be amended in the final prospectus included or
deemed to be included in such Registration Statement, as hereafter amended,
in the form declared effective by the Commission (the "Registration
Statement"). This Form 8-A is filed to register the Registrant's class of
Common Stock pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), concurrently with the registration of
shares of Common Stock under the Securities Act of 1933, as amended
("Securities Act"), and in accordance with Rule 12d1-2 promulgated under the
Exchange Act, will become effective concurrently with the effectiveness of
the Registration Statement under the Securities Act.
ITEM 2. EXHIBITS.
The exhibits below are incorporated herein by reference to the exhibit of
the same number in the Registrant's registration statement on Form S-1, as
amended (Registration No. 333-36185) filed with the Commission.
3.1 Amended and Restated Articles of Incorporation of Bay Bancshares, Inc.
3.2 Amended and Restated Bylaws of Bay Bancshares, Inc.
4 Form of Certificate representing shares of Common Stock, par value $1.00
per share.
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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.
BAY BANCSHARES, INC.
By: /s/ L.D. Wright
Name: L.D. Wright
Title: PRESIDENT
Date: October 31, 1997
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