<PAGE> 1
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
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
--------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE (being applied for)
- -------- ------------------------------
(state of incorporation or organization) (IRS Employer Identification No.)
12 E. Broad Street, Hazleton, Pennsylvania 18201
- ------------------------------------------ -----
(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), check the following box.
[ X ]
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), check the following box.
[ ]
Securities Act registration statement file number to which this form
relates: 333-43281.
---------
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
- ------------------------------------ ---------------------------------------
<S> <C>
Common Stock, Par Value $.01 Per Share American Stock Exchange
- -------------------------------------- -----------------------
</TABLE>
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the portion of the Prospectus under the
heading "Description of Capital Stock of the Company," filed on December 24,
1997 as part of the Registrant's Registration Statement on Form S-1, No.
333-43281.
ITEM 2. EXHIBITS.
1. Copies of all constituent instruments defining the rights of all the
holders of each class of such securities, including any contracts or
other documents which limit or qualify the rights of such holders.
(a) Certificate of Incorporation
Incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1, No. 333-43281, filed on
December 24, 1997.
(b) Bylaws
Incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1, No. 333-43281, filed on
December 24, 1997.
(c) Plan of Conversion
Incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form S-1, No. 333-43281, filed on
December 24, 1997.
2. A copy of the security to be registered hereunder is incorporated by
reference to Exhibit 4.0 to Registrant's Registration Statement on
Form S-1, No. 333-43281, filed on December 24, 1997.
<PAGE> 3
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.
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
--------------------------------------
(Registrant)
Date: January 15, 1998
By: /s/ E. Lee Beard
------------------------
E. Lee Beard
President and Chief Executive Officer
