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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BCSB Bankcorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
United States Applied For
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
4111 E. Joppa Road, Suite 300, Baltimore, Maryland 21236
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(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: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
The information required by this Item is included under the
captions "Description of Capital Stock" (pages 133-134),
"Dividend Policy" (page 37), "Market for the Common Stock" (page
40), "Certain Restrictions on Acquisition of the Company and the
Bank -- Certain Anti-takeover Provisions in the Charter and
Bylaws" (pages 131-133), "The Reorganization and Stock Issuance
- -- Limitations on Resales by Management" (page 130), "The
Reorganization and Stock Issuance -- Effect of Reorganization
and Stock Issuance on Depositors and Borrowers of the Bank --
Liquidation Rights" (page 116) and "The Reorganization and Stock
Issuance -- Limitations on Purchase of Shares" (pages 128-129)
of the Prospectus filed on May 21, 1998 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
Item 2. Exhibits.
The following documents are either filed or incorporated by
reference as exhibits to this registration statement as
indicated:
1. Specimen Common Stock Certificate.
2. (a) Charter of BCSB Bankcorp, Inc. (incorporated
by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form
SB-2 (File No. 333-44831) (the "Form
SB-2")).
(b) Bylaws of BCSB Bankcorp, Inc. (incorporated
by reference to Exhibit 3.2 to the Form
SB-2).
(c) Plan of Reorganization, as amended
(incorporated by reference to Exhibit 2.1
to the Form SB-2).
(d) Plan of Stock Issuance, as amended
(incorporated by reference to Exhibit 2.2
to the Form SB-2).
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EXHIBIT INDEX
Exhibit
Number
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1 Specimen Common Stock Certificate
2(a) Charter (incorporated by reference to Exhibit 3.1 to
the Form SB-2)
2(b) Bylaws (incorporated by reference to Exhibit 3.2 to
the Form SB-2)
2(c) Plan of Reorganization as amended (incorporated
by reference to Exhibit 2.1 to the Form SB-2)
2(d) Plan of Stock Issuance as amended (incorporated
by reference to Exhibit 2.2 to the Form SB-2)
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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.
BCSB Bankcorp, Inc.
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(Registrant)
Date: July 7, 1998 By: /s/ Michael J. Dietz
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Michael J. Dietz
President
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COMMON STOCK
NUMBER _____ _____ SHARES
BCSB BANKCORP, INC.
INCORPORATED UNDER THE LAWS OF THE UNITED STATES
This certifies that
CUSIP
is the owner of
fully paid and nonassessable shares of common stock, par value
$0.01 per share, of
BCSB BANKCORP, INC. (the "Corporation"), a Federal corporation.
The shares represented by this certificate are transferable only
on the stock transfer books of the Corporation by the holder of
record hereof, or by his duly authorized attorney or legal
representative, upon the surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and
registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED.
IN WITNESS WHEREOF, the Corporation has caused this certificate
to be executed by the facsimile signatures of its duly
authorized officers and has caused a facsimile of its corporate
seal to be hereunto affixed.
Dated: ________________, 1998
_______________________ __________________
Gary C. Loraditch Michael J. Dietz
Secretary President
[CORPORATE SEAL]
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The shares represented by this certificate are issued
subject to all the provisions of the Charter and Bylaws of the
Corporation as from time to time amended (copies of which are on
file at the principal executive office of the Corporation), to
all of which the holder by acceptance hereof assents.
The Corporation will furnish without charge to each
stockholder who so requests, a full statement of the
designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the
shares of each class which the Corporation is authorized to
issue, the differences in the relative rights and preferences
between the shares of each such series of preferred stock to the
extent they have been set, and the authority of the Board of
Directors of the Corporation to set the relative rights and
preferences of subsequent series of preferred stock. Such
requests shall be made in writing to the Secretary of the
Corporation.
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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF TRANSFER MIN ACT - ..........Custodian.......... under
Uniform Transfers to Minors Act.......................
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, _______________ HEREBY SELL(S),
ASSIGN(S) AND TRANSFER(S) UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________
/__________________________________/
________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
________________________________________________________________
________________________________________________________________
_________________________________________________________ Shares
of the common stock evidenced by this certificate, and do hereby
irrevocably constitute and appoint ________________________,
Attorney, to transfer the said shares on the books of the
Corporation, with full power of substitution.
Dated ________________ _________________________
Signature
_________________________
Signature
In presence of: ___________________
SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
