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 ACT OF 1934
Clover Community Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 58-2381062
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
124 North Main Street
Clover, South Carolina 29710
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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), 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), check the following box. [x]
Securities Act registration statement file number to which this form
relates:
N/A
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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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities registered hereunder is the
Registrant's Common Stock, par value $0.01 per share (the
"Common Stock"). All shares of Common Stock are entitled to
share equally in such dividends as the Board of Directors may
declare on the Common Stock from sources legally available
therefor. Each share of Common Stock has the same voting
rights, privileges and preferences. Each share is entitled to
one vote on any issue requiring a vote at any meeting.
Shareholders do not have preemptive rights to subscribe for
additional shares. A majority of the outstanding shares of
Common Stock constitute a quorum for the transaction of
business at any meeting of shareholders. Cumulative voting is
not permitted for the election of directors. Where there are
more nominees for directors than positions to be filled, the
nominees with the greatest number of votes are elected. On all
other matters of general business, if the number of shares
voted for a proposition exceeds the number of shares voted
against the proposition, the proposition is adopted if a
quorum is present unless the South Carolina Business
Corporation Act or the Registrant's articles of Incorporation
require a different vote for such matter.
The Articles of Incorporation provide that in discharging the
duties of their respective positions and in determining what
is in the best interests of the Registrant, the Board of
Directors, committees of the Board of Directors, and
individual directors, in addition to considering the effects
of any actions on the Registrant and its shareholders, may
consider the interests of the employees, customers, suppliers,
creditors, and other constituencies of the Registrant and its
subsidiaries, the communities and geographical areas in which
the Registrant and its subsidiaries operate or are located,
and all other factors such directors consider pertinent.
The Articles of Incorporation further provide that no director
of the Registrant shall be personally liable to the Registrant
or its shareholders for monetary damages for breach of the
duty of care or any other duty as a director, except, (i) any
breach of the director's duty of loyalty to the Registrant or
its shareholders; (ii) acts or omissions not in good faith or
which involve gross negligence, intentional misconduct, or a
knowing violation of law; (iii) liability imposed under
Section 33-8-330 (or any successor provision or redesignation
thereof) of the South Carolina Business corporation Act; and
(iv) any transaction from which the director derived an
improper personal benefit. If at any time the South Carolina
Business Corporation Act shall have been amended to authorize
the further elimination or limitation of the liability of a
director, then the Articles of Incorporation provide that the
liability of each director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the
Act, as so amended, without further action by the
shareholders, unless the provisions of the Act, as amended,
require further action by the shareholders.
The Articles of Incorporation also provide that the provisions
of Title 35, Chapter 2, Article 1 of the Code of Laws of South
Carolina relating to Control Share Acquisitions shall not
apply to control share acquisitions of shares of the
Registrant.
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The foregoing is merely a summary of certain provisions of the
Articles of Incorporation and is qualified in its entirety by
reference thereto.
Item 2. Exhibits
3.1 Articles of Incorporation (Incorporated by reference to
Exhibits filed with Registrant's Registration Statement on
Form S-4 (Registration No. 333-47597) (the "Form S-4")
3.2 Bylaws (Incorporated by Reference to Exhibits filed with
Registrant's Form S-4.)
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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, thereunto duly authorized.
Clover Community Bankshares, Inc.
By: s/James C. Harris, Jr.
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James C. Harris, Jr.
President and Chief Executive
Officer
Date: August 5, 1998
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EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation (Incorporated by reference to
Exhibits filed with Registrant's Registration Statement on
Form S-4 (Registration No. 333-47597) (the "Form S-4")
3.2 Bylaws (Incorporated by Reference to Exhibits filed with
Registrant's Form S-4.)
