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
Heritage Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 58-2356162
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(State of incorporation) (I.R.S. Employer
Identification Number)
201 W. Main Street, Laurens, South Carolina 29360
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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), 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), check the following box [].
Securities to be registered pursuant to Section 12(b) of the Act:
Not applicable
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(Title of Class)
Not applicable
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(Name of Exchange on Which Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The following information is provided pursuant to Item 202 of Regulation
S-K.
(a) Capital Stock.
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(1) The title of the class of securities to be registered is
common stock, $.01 par value per share.
For the information required by this Item with respect to the
characteristics of the Common Stock to be registered, reference is hereby made
to the material under the captions "SUMMARY -- Market for Common Stock," "--
Dividends," "USE OF PROCEEDS," "DIVIDEND POLICY," "MARKET FOR COMMON STOCK,"
"REGULATION -- Federal Regulation of Savings Banks -- Limitations on Capital
Distributions," "THE CONVERSION -- Effects of Conversion to Stock Form on
Depositors and Borrowers of the Bank -- Voting Rights," "-- Tax Effects,"
"RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY," and "DESCRIPTION OF
CAPITAL STOCK OF THE HOLDING COMPANY" contained in the Registration Statement
on Form S-1, filed on December 10, 1997 and subsequently amended (Registration
No. 333-41857) ("Registration Statement"), and incorporated herein by
reference.
(2) Provisions with respect to modification of rights of
stockholders otherwise than by a vote of a majority or more of the shares of
Common Stock outstanding, voting as a class:
Not Applicable.
(3) Provisions with respect to preferred stock:
Not Applicable.
(4) Provisions with respect to whether the rights evidenced by,
or amounts payable with respect to, the shares to be registered are, or may
be, materially limited or qualified by the rights of any other authorized
class of securities, including information regarding such other securities as
will enable investors to understand such limitations or qualifications:
Not Applicable.
(5) For information required by this item, the material under the
caption "RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY" contained in the
Registration Statement on Form S-1, and amendments thereto, is incorporated
herein by reference.
(b) Debt securities.
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Not Applicable.
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(c) Warrants and rights.
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Not Applicable.
(d) Other securities.
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Not Applicable.
(e) Market information for securities other than common equity.
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Not Applicable.
(f) American Depositary Receipts.
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Not Applicable.
Item 2. Exhibits.
1 Specimen Common Stock Certificate of Registrant
(incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-1 File No. 333-41857)
2(a) Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 File No.
333-41857)
2(b) Bylaws of Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 File No. 333-41857)
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SIGNATURE
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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 to be
signed on its behalf by the undersigned, thereof duly authorized.
HERITAGE BANCORP, INC.
By: /s/ J. Edward Wells
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J. Edward Wells
President
Date: January 23, 1998
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