<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 22, 1998
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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BLUE RIVER BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Indiana 35-2016637
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(State of incorporation) (I.R.S. employer
identification number)
116 South Harrison Street
Shelbyville, Indiana 46176
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(Address of principal executive office) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
None.
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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)
<PAGE> 2
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference is a description of the Registrant's
common stock ("Common Stock") set forth under the heading "Description of
Capital Stock" contained in the Registrant's registration statement on Form SB-2
under the Securities Act of 1933, as amended, File No. 333-48269, filed with the
Securities and Exchange Commission on March 19, 1998 ("Registration Statement").
ITEM 2: EXHIBITS
1 Specimen form of stock certificate representing shares of Common
Stock of the Registrant.
2(a) Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.1 of Pre-Effective
Amendment No. 3 to the Registration Statement filed on June 22,
1998).
2(b) Amended and Restated By-Laws of Registrant (incorporated herein by
reference to Exhibit 3.2 of Pre-Effective Amendment No. 3 to the
Registration Statement filed on June 22, 1998).
SIGNATURE
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, thereunto duly
authorized.
BLUE RIVER BANCSHARES, INC.
Dated: June 22, 1998 By: /s/ ROBERT C. REED
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Robert C. Reed, President
<PAGE> 3
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ------- --- -----------
1 Specimen form of stock certificate representing shares of
Common Stock of the Registrant.
2(a) Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.1 of
Pre-Effective Amendment No. 3 to the Registration Statement
filed on June 22, 1998).
2(b) Amended and Restated By-Laws of Registrant (incorporated herein
by reference to Exhibit 3.2 of Pre-Effective Amendment
No. 3 to the Registration Statement filed on June 22, 1998).
<PAGE> 1
EXHIBIT 1
SPECIMEN FORM OF COMMON STOCK CERTIFICATE
<PAGE> 2
COUNTERSIGNED AND REGISTERED: TRANSFER AGENT AND REGISTRAR
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
30 Montgomery Street
Jersey City, New Jersey 07302
BY AUTHORIZED SIGNATURE
[BLUE RIVER BANCSHARS, INC. LOGO]
INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA
NUMBER SHARES
BRC
CUSIP 09602P 10 7
SEE REVERSE FOR CERTAIN RESTRICTIONS
THIS CERTIFIES THAT
Is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF
BLUE RIVER BANCSHARES, INC.
transferable only on the books of the Corporation by the holders hereof in
person or by duly authorized Attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:
/s/ D. WARREN ROBISON /s/ ROBERT C. REED
Secretary President
<PAGE> 3
BLUE RIVER BANCSHARES, INC.
A summary of the designations, relative rights, preferences and limitations
applicable to each class and series of shares of the Corporation, and of the
authority of the Board of Directors to determine variations in rights,
preferences, and limitations for future series of shares, will be furnished by
the Corporation to any stockholder on request and without charge.
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:
<TABLE>
<S> <C>
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 under Uniform Gifts to Minors
of survivorship and not as Act_______________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in 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 POSTAL ZIP CODE OF
ASSIGNEE(S)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
of the Shares of capital stock represented by the within Certificate and do(es)
hereby irrevocably constitute and appoint _________________________ Attorney to
transfer the said Shares on the books of the within named Corporation with full
power of substitution in the premises.
<PAGE> 4
Dated___________________
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Note: The signature to this
assignment must correspond with
the name written upon the face
of this Certificate in every
particular, without alteration
or any change whatever.
Signature(s) Guaranteed: Signature must be guaranteed.
BY_________________________________________________________
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.
