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.)
10555 Main Street, Suite 500
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 registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the 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:
333-38380 (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:
7.25% Cumulative Convertible Preferred Stock, Series A,
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 7.25% Cumulative Convertible Preferred Stock, Series A, par value
$1.00 per share (the "Series A Preferred Stock"), of Cardinal Financial
Corporation, a Virginia corporation (the "Registrant"). The description of the
Series A Preferred Stock to be registered hereunder is set forth under the
caption "Description of Cardinal Capital Stock" in the Joint Proxy
Statement/Prospectus that is a part of Amendment No. 1 to the Registration
Statement on Form S-4, Registration No. 333-38380, filed by the Registrant with
the Securities and Exchange Commission on June 20, 2000, under the Securities
Act of 1933, as amended. The Registration Statement on Form S-4 was declared
effective by the Commission on June 22, 2000.
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 Articles of Amendment to the Articles of Incorporation of
the Registrant, which set forth the designation for the
Series A Preferred Stock.
4.3 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: August 31, 2000 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
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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 Articles of Amendment to the Articles of Incorporation of the
Registrant, which set forth the designation for the Series A
Preferred Stock.
4.3 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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