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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
GLB BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-1529973
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(State of Incorporation or Organization) (IRS Employer Identification No.)
7001 Center Street
Mentor, Ohio 44060
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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:
333-48387
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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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 incorporated herein by reference
to the portion of the Prospectus (including any Prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933 after the date hereof) captioned
"Description of Capital Stock," which is a part of the Registrant's Registration
Statement on Form SB-2 (No. 333-48387) filed on March 20, 1998 and amended
subsequent thereto.
Item 2. Exhibits
1. Amended and Restated Articles of Incorporation, as amended (incorporated
herein by reference to Exhibit 3.a to Registrant's Registration Statement
on Form SB-2, File No. 333-48387).
2. Code of Regulations (incorporated herein by reference to Exhibit 3.b to
Registrant's Registration Statement on Form SB-2, File No. 333-48387).
3. Specimen Common Stock Certificate (Filed Herewith)
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
GLB BANCORP, INC.
Dated: 05/14/98 By /s/ Richard T. Flenner, Jr.
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Richard T. Flenner, Jr.
President and Chief Executive Officer
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Exhibit 3
Specimen Common Stock Certificate
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COUNTERSIGNED AND REGISTERED:
NATIONAL CITY BANK TRANSFER AGENT
(CLEVELAND, OHIO) AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[GLB BANCORP, INC. LOGO]
GLB BANCORP, INC.
NUMBER SHARES
CUSIP 361778 10 3
THIS SEE REVERSE FOR
CERTIFIES CERTAIN RESTRICTIONS
THAT
IS THE REGISTERED HOLDER OF
NO PAR VALUE COMMON STOCK -- FULLY PAID AND NON-ASSESSABLE
shares of the Common Stock of GLB Bancorp, Inc. (the "Corporation"),
incorporated under the laws of the State of Ohio.
The shares evidenced by this Certificate are transferable only on the books
of the Corporation by the holders hereof, in person or by a duly authorized
attorney or legal representative, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are subject to all
the provisions of the Articles of Incorporation and Bylaws of the Corporation
and all amendments thereto.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. The shares evidenced hereby are not an account of
an insurable type and are not insured by the Federal Deposit Insurance
Corporation or any other government agency.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.
Dated:
/s/ Andrew L. Meinhold /s/ Richard T. Flenner, Jr.
EXECUTIVE VICE PRESIDENT PRESIDENT
[GREAT LAKES BANK SEAL,
LAKE COUNTY, OHIO]
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The Corporation is authorized to issue more than one class of stock,
including a class of preferred stock which may be issued in one or more series.
The Corporation will furnish to any stockholder, upon written request and
without charge, a full statement of the designations, preferences, limitations
and relative rights of the shares of each class authorized to be issued and,
with respect to the issuance of any preferred stock to be issued in series, the
relative rights and preferences between the shares of each series so far as the
rights and preferences have been fixed and determined and the authority of the
Board of Directors to fix and determine the relative rights and preferences of
subsequent series.
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
accordance to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT ACT - Custodian
TEN ENT - as tenants by the -------- --------
entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act
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(State)
Additional abbreviations may also by used though not in above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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shares
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of Common Stock represented by this Certificate, and do hereby irrevocably
constitute and appoint
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as a duly authorized attorney or legal representative, to transfer the said
shares on the books of the Corporation.
Dated
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Signature
Notice: The signature to this assignment must ----------------------------
correspond with the name written upon the face Signature
of this Certificate in every particular without
alteration or any change whatever.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
