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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
FRONTIER NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Alabama
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(State of Organization)
72-1355228
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(I.R.S. Employer Identification Number)
1011 NORTH LANIER AVENUE
LANETT, ALABAMA 36863-0682
(334) 644-3171
(Address and Phone Number of Registrants Principal Executive Offices)
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: 333-52465
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Securities to be registered pursuant to Section 12(b) of the Act:
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 full and complete description of the securities covered by this
Registration Statement contained in the Section "Description of VNC Capital
Stock" on page 46 of the Joint Proxy Statement/Prospectus filed with the
Securities and Exchange Commission as part of the Form S-4 Registration
Statement (Registration No. 333-52465) of Frontier National Corporation
(formerly known as Valley National Corporation), is incorporated into this
Registration Statement by reference as if fully set forth herein. Any
subsequent Joint Proxy Statements/Prospectuses filed as amendments to the Form
S-4 Registration Statement (Registration No. 333-52465), shall be deemed to be
incorporated into the Registration Statement by reference as if fully set forth
herein.
ITEM 2. EXHIBITS
The securities described herein are to be registered pursuant to Section
12(g) of the Act. Accordingly, attached are the following exhibits, required in
accordance with to the Instructions as to Exhibits on Form 8-A. Exhibits
incorporated by reference are so indicated.
EXHIBIT
NUMBER DESCRIPTION
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1. Specimen of security to be registered hereunder.
2. Articles of Incorporation of Frontier National Corporation
(formerly known as Valley National Corporation),
incorporated herein by reference to Exhibit 3.1 to Form S-4
Registration Statement (Registration No. 333-52465).
3. Articles and Certificate of Merger of Domestic Corporation
into Valley National Corporation (Name changed to Frontier
National Corporation), dated August 21, 1998.
4. Bylaws of Frontier National Corporation (formerly known as
Valley National Corporation), incorporated herein by
reference to Exhibit 3.2 to Form S-4 Registration Statement
(Registration No. 333-52465).
2
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SIGNATURES
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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.
FRONTIER NATIONAL CORPORATION
August 31, 1998 By: /s/ Steven R. Townson
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Steven R. Townson, President and
Chief Executive Officer
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FRONTIER NATIONAL CORPORATION
+-----NUMBER-----+ +-----SHARES-----+
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| | | |
+----------------+ +----------------+
10,000,000 SHARES PAR VALUE $.001 EACH
CLASS A COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF ALABAMA
SEE REVERSE FOR
CERTAIN DEFINITIONS
SAMPLE SAMPLE
THIS IS THE
CERTIFIES OWNER OF
THAT
SAMPLE
+-----------------------+
| CUSIP 359124 10 4 |
+-----------------------+
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF
FRONTIER NATIONAL CORPORATION
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this Certificate properly
endorsed.
Witness, the seal of the Corporation and the facsimile signatures of its duly
authorized officers.
DATED:
[CORPORATION SEAL APPEARS HERE]
/s/ Kerri C. Newton /s/ Steven R. Townson
SECRETARY PRESIDENT
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FRONTIER NATIONAL CORPORATION
The shares represented by this certificate are issued subject to all the
provisions of the Articles of Incorporation and Bylaws of Frontier National
Corporation (the "Company") as from time to time amended (copies of which are on
file at the principal executive offices of the Company), to all of which the
holder by acceptance hereof assents.
The Company will furnish to any shareholder upon 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, the
variations in the relative rights and preferences between the shares of each
series so far as the same 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 through they were written out in full
according to applicable laws of regulations:
ABBREVIATIONS: MEANINGS:
TEN COM........................... As tenants in common
JT TEN............................ As joint tenants, with right of
survivorship and not as tenants in
common
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(Name of Custodian) (Name of Custodian)
Custodian As custodian for
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(Minor) (Name of Minor)
Unit. Gift Min. Act Under the
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(State) (Name of State)
Uniform gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and
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transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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| |
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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 the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated,
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the fact of the
Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
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EXHIBIT 3
ARTICLES AND CERTIFICATE OF MERGER
OF DOMESTIC CORPORATION
INTO VALLEY NATIONAL CORPORATION
(Name changed to FRONTIER NATIONAL CORPORATION)
Pursuant to the provisions of Section 10-2B-11.01 et seq. of the Alabama
Code Annotated and Sections 252 of the Delaware General Corporation Law, the
undersigned corporations adopt the following articles of merger for the purpose
of merging into a single corporation:
1. The name and state of incorporation of each of the constituent
corporations are:
(a) First National Sylacauga Corporation, a Delaware corporation; and
(b) Valley National Corporation, an Alabama corporation.
2. A Merger Agreement and the attached Plan of Merger was approved by
each of the undersigned corporations in the manner prescribed by the
Alabama Business Corporation Act and the Delaware General Corporation
Law. The name of the surviving corporation is Frontier National
Corporation, and it will be governed by the laws of the State of
Alabama. The certificate of incorporation of Valley National
Corporation shall be the certificate of incorporation of the Surviving
Corporation.
3. As to Valley National Corporation, the Plan was duly adopted at a
meeting of the shareholders of Class A Common Stock on August 21,
1998, where 785,900 undisputed votes were cast for the Plan of Merger,
such amount being sufficient for approval by that voting group. The
only outstanding shares are 814,800 shares of Class A Common Stock
which represent a like number of votes to be cast.
4. As to First National Sylacauga Corporation, the Plan was duly adopted
at a meeting of the shareholders of common stock on August 21, 1998,
where 90,391 undisputed votes were cast for the Plan of Merger, such
amount being sufficient for approval by that voting group. The only
outstanding shares are 100,995 shares of common stock which represent
a like number of votes to be cast.
5. The Articles of Incorporation of Valley National Corporation are filed
in Marshall County, Alabama, and for First National Sylacauga
Corporation in the State of Delaware.
6. The effective date of these Articles of Merger is August 24, 1998.
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7. The executed Merger Agreement is on file at the principal place of
business of Valley National Corporation at 1011 North Lanier Avenue,
Lanett, Alabama, 36863.
8. A copy of the Merger Agreement will be furnished by Valley National
Corporation, on request and without cost, to any stockholder of First
National Sylacauga Corporation, or Valley National Corporation.
9. The Surviving Corporation hereby agrees that it may be served with
process in Delaware in any proceeding for enforcement of any
obligation of First National Sylacauga Corporation, as well as for
enforcement of any obligation of Valley National Corporation arising
from the merger, including any suit or other proceeding to enforce the
right of any stockholders as determined in appraisal proceedings
pursuant to 8 Del. C. (S) 262, and the Surviving Corporation hereby
irrevocably appoints the Secretary of State of the State of Delaware
as its agent to accept service of process in any such suit or other
proceedings and a copy of such process shall be mailed by the
Secretary of State to Valley National Corporation at the address
above.
Dated: August 21, 1998
ATTEST: VALLEY NATIONAL CORPORATION
/s/ Kerri C. Newton By: /s/ Steven R. Townson
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Secretary
Title: President and Chief Executive Officer
FIRST NATIONAL SYLACAUGA
ATTEST: CORPORATION
/s/ Mary S. Judah By: /s/ Harry I. Brown, Jr.
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Secretary
Title: President and Chief Executive Officer
