HOME LOAN FINANCIAL CORP
8-A12G, 1998-03-18
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1
                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         HOME LOAN FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                     OHIO                             31-1578552
           ------------------------       ------------------------------------
           (State of incorporation)       (I.R.S. Employer Identification No.)



                     401 Main Street, Coshocton, Ohio            43812
               ---------------------------------------------------------
               (Address of principal executive offices)        (Zip Code)

        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), 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:
                                    333-42483

        Securities to be registered pursuant to Section 12(g) of the Act:

                           Common shares, no par value
                           ---------------------------
                                (Title of Class)




<PAGE>   2


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 1.        Description of Registrant's Securities to be Registered.
               -------------------------------------------------------

               The information with respect to the Common Shares of Home Loan
Financial Corporation (the "Registrant") contained in the Prospectus of the
Registrant filed with the Securities and Exchange Commission on February 19,
1998, on pages 79 and 80, under the heading "DESCRIPTION OF AUTHORIZED SHARES"
and under the headings cross-referenced on such pages is incorporated herein by
reference.


Item 2.        Exhibits.
               ---------

               1        Form of certificate of common shares of Home Loan
                        Financial Corporation

               2(a)     Articles of Incorporation of Home Loan Financial
                        Corporation

               2(b)     Certificate of Amendment to the Articles of
                        Incorporation of Home Loan Financial Corporation

               2(c)     Code of Regulations of Home Loan Financial
                        Corporation



<PAGE>   3



                                    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.


                                   HOME LOAN FINANCIAL CORPORATION
                                   -------------------------------
                                            (Registrant)


Date: March 6, 1998                By:  Robert C. Hamilton
                                        President


<PAGE>   4


                         HOME LOAN FINANCIAL CORPORATION
                       REGISTRATION STATEMENT ON FORM 8-A

                                INDEX TO EXHIBITS
                                -----------------



 EXHIBIT
   NO.                   EXHIBIT                              PAGE
   ---                   -------                              ----

    1       Form of certificate of common      Incorporated by reference to the
            shares of  Home Loan Financial     Registration Statement on Form
            Corporation                        S-1 filed by Home Loan Financial
                                               Corporation on December 17, 1997
                                               (the "Form S-1")

   2(a)     Articles of Incorporation of       Incorporated by reference to the
            Home Loan Financial Corporation    Form S-1

   2(b)     Certificate of Amendment to the                    5
            Articles of Incorporation of
            Home Loan Financial Corporation

   2(c)     Code of Regulations of Home Loan   Incorporated by reference to the
            Financial Corporation              Form S-1




<PAGE>   1


                                  EXHIBIT 2(b)

                            CERTIFICATE OF AMENDMENT
               BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF


                         Home Loan Financial Corporation
- --------------------------------------------------------------------------------
                              (Name of Corporation)

Robert C. Hamilton                                                   , who is:
- ---------------------------------------------------------------------

[ ]   Chairman of the Board     [X] President    [ ] Vice President (check one)

and

Preston W. Bair                , who is:   [X]   Secretary         
- -------------------------------            [ ]   Assistant Secretary (Check One)

of the above name Ohio corporation for profit do hereby certify that: (check the
appropriate box and complete the appropriate statements)

[ ]    a meeting of the shareholders was duly called for the purpose of
       adopting this amendment and held on _______________________ , 19 ______ 
       at which meeting a quorum of the shareholders was present in person or 
       by proxy, and by the affirmative vote of the holders of shares entitling
       them to exercise _________ % of the voting power of the corporation.
                                  
[X]    in a writing signed by all of the shareholders who would be entitled to
       notice of a meeting held for that purpose, the following resolutions to
       amend the articles were adopted:

                  SEE EXHIBIT A ATTACHED HERETO.

         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 9th day of
February, 1998.
       


                                                      By  Robert C. Hamilton
                                                            President


                                                      By  Preston W. Bair
                                                            Secretary

NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.


<PAGE>   2


                                                    

                                    EXHIBIT A



RESOLVED, that the Articles of Incorporation of the Corporation be amended by
deleting Article FOURTH in its entirety and substituting therefor the following
new Article FOURTH:

         FOURTH: The authorized shares of the corporation shall be ten million
         (10,000,000), nine million five hundred thousand (9,500,000) of which
         shall be common shares, each without par value, and five hundred
         thousand (500,000) of which shall be preferred shares, each without par
         value. The directors of the corporation may adopt an amendment to the
         Articles of Incorporation in respect of any unissued or treasury shares
         of any class and thereby fix or change: the division of such shares
         into series and the designation and authorized number of each series;
         the dividend rate; the dates of payment of dividends and the dates from
         which they are cumulative; the liquidation price; the redemption rights
         and price; the sinking fund requirements; the conversion rights; and
         the restrictions on the issuance of shares of any class or series.

FURTHER RESOLVED, that the Articles of Incorporation of the Corporation be
amended by adding thereto the following Article NINTH:

         NINTH: No shareholder of the corporation shall have the right to vote
         cumulatively in the election of directors.





















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