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
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RESOURCE CAPITAL TRUST I RESOURCE BANKSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter) (Exact Name of Registrant as Specified in its Charter)
Delaware Virginia
(State of Incorporation or Organization) (State of Incorporation or Organization)
31-6614995 54-1904386
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Resource Bankshares Corporation
3720 Virginia Beach Boulevard 3720 Virginia Beach Boulevard
Virginia Beach, Virginia 23452 Virginia Beach, Virginia 23452
(Address of Principal Executive Offices) (Address of Principal Executive Offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act and
and is effective pursuant to General Instruction A.(c), is effective pursuant to General Instruction A.(d), please
please check the following box. [ ] check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-70361 and 333-70361-01 (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
none none
Securities to be registered pursuant to Section 12(g) of the Act:
$2.3125 Capital Securities
(Liquidation Amount $25.00 per Capital Security)
and the Guarantee with respect thereto
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
This registration statement relates to the registration under Section
12(g) of the Securities Exchange Act of 1934, as amended, of the $2.3125 Capital
Securities (Liquidation Amount $25.00 per Capital Security) of Resource Capital
Trust I (the "Capital Securities"), a Delaware business trust (the "Trust"), and
the guarantee with respect to the Capital Securities issued by Resource
Bankshares Corporation (the "Guarantee"), a Virginia corporation (the "Company",
and, together with the Trust, the "Registrants"). The descriptions of the
Capital Securities and the Guarantee to be registered hereunder are set forth
under the captions "Description of Capital Securities" and "Description of
Guarantee", respectively, in the Prospectus filed by the Registrants with the
Securities and Exchange Commission on March 4, 1999 pursuant to Rule 424(b)(1)
under the Securities Act of 1933, as amended, and is hereby incorporated by
reference. The Prospectus was filed in connection with the Registrants'
Registration Statement on Form S-2, Registration Nos. 333-70361 and
333-70361-01, which was declared effective by the Commission on February 11,
1999.
Item 2. Exhibits
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1
to the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-70361 and 333-70361-01, and
incorporated herein by reference.
4.2 Trust Agreement of the Trust, included as Exhibit 4.2 to
the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-70361 and 333-70361-01, and
incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the
Trust, included as Exhibit 4.3 to the Registrants'
Registration Statement on Form S-2, Registration Nos.
333-70361 and 333-70361-01, and incorporated herein by
reference.
4.4 Form of Capital Security certificate, included as Exhibit
4.5 to the Registrants' Registration Statement on Form
S-2, Registration Nos. 333-70361 and 333-70361-01, and
incorporated herein by reference.
4.5 Amended and Restated Articles of Incorporation of the
Company, included as Exhibit 3.1 to the Company's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein by
reference.
4.6 Bylaws of the Company, included as Exhibit 3.2 to the
Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 1, 1998, and
incorporated herein by reference.
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4.7 Form of Guarantee Agreement with respect to the Capital
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-2, Registration Nos.
333-70361 and 333-70361-01, 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 duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
RESOURCE CAPITAL TRUST I
Date: May 27, 1999 By: /s/ T. A. Grell, Jr.
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T. A. Grell, Jr.
Administrative Trustee
Date: May 27, 1999 By: /s/ Harvard R. Birdsong
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Harvard R. Birdsong
Administrative Trustee
RESOURCE BANKSHARES CORPORATION
Date: May 27, 1999 By: /s/ Lawrence N. Smith
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Lawrence N. Smith
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-70361 and 333-70361-01, and incorporated
herein by reference.
4.2 Trust Agreement of the Trust, included as Exhibit 4.2 to the
Registrants' Registration Statement on Form S-2, Registration
Nos. 333-70361 and 333-70361-01, and incorporated herein by
reference.
4.3 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.3 to the Registrants' Registration
Statement on Form S-2, Registration Nos. 333-70361 and
333-70361-01, and incorporated herein by reference.
4.4 Form of Capital Security certificate, included as Exhibit 4.5 to
the Registrants' Registration Statement on Form S-2,
Registration Nos. 333-70361 and 333-70361-01, and incorporated
herein by reference.
4.5 Amended and Restated Articles of Incorporation of the Company,
included as Exhibit 3.1 to the Company's Current Report on Form
8-K, filed with the Securities and Exchange Commission on July
1, 1998, and incorporated herein by reference.
4.6 Bylaws of the Company, included as Exhibit 3.2 to the Company's
Current Report on Form 8-K, filed with the Securities and
Exchange Commission on July 1, 1998, and incorporated herein by
reference.
4.7 Form of Guarantee Agreement with respect to the Capital
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-2, Registration Nos. 333-70361
and 333-70361-01, and incorporated herein by reference.
