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
CARDINAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1874630
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
10641 Lee Highway
Fairfax, Virginia 22030
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-52279 (If applicable)
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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 none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This registration statement on Form 8-A relates to the registration
under Section 12(g) of the Securities Exchange Act of 1934, as amended, of
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
Cardinal Financial Corporation, a Virginia corporation (the "Registrant"). The
description of the Common Stock to be registered hereunder is set forth under
the caption "Description of Capital Stock" in the Prospectus that is a part of
the Registration Statement on Form SB-2 (Registration No. 333-52279) filed by
the Registrant with the Securities and Exchange Commission on May 8, 1998, under
the Securities Act of 1933, as amended (the "Act"). The final Prospectus will be
filed pursuant to Rule 424(b) under the Act and shall be deemed incorporated by
reference into this registration statement on Form 8-A.
Item 2. Exhibits
4.1 Articles of Incorporation of the Registrant, included as
Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2, Registration No. 333-52279, and incorporated
herein by reference.
4.2 Bylaws of the Registrant, included as Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2,
Registration No. 333-52279, and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL FINANCIAL CORPORATION
Dated: June 16, 1998 By: /s/ L. Burwell Gunn, Jr.
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L. Burwell Gunn, Jr.
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Articles of Incorporation of the Registrant, included as Exhibit
3.1 to the Registrant's Registration Statement on Form SB-2,
Registration No. 333-52279, and incorporated herein by
reference.
4.2 Bylaws of the Registrant, included as Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2, Registration
No. 333-52279, and incorporated herein by reference.
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