SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
HERITAGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA APPLICATION PENDING
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1313 DOLLEY MADISON BOULEVARD
MCLEAN, VIRGINIA 22101
(703) 356-6060
(Address of principal executive offices, including 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: 333-58515 (if applicable)
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 NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the shares of common stock, no par value per share, of
Heritage Bancorp, Inc. (the "Registrant") being registered hereunder, as
required by Item 202 of Regulation S-B, and in accordance with the Instruction
to Item 1 of Form 8-A, see the following captions in the Proxy
Statement/Prospectus of the Registrant filed with the Securities and Exchange
Commission on July 6, 1998 as part of the Registrant's Registration Statement on
Form S-4, No. 333-58515, as amended, which captions are incorporated herein by
reference: DESCRIPTION OF THE REORGANIZATION; DESCRIPTION OF BANCORP CAPITAL
STOCK; DESCRIPTION OF HERITAGE CAPITAL STOCK; CERTAIN DIFFERENCES IN STOCKHOLDER
RIGHTS.
ITEM 2. EXHIBITS.
List below all exhibits filed as part of the registration statement:
2.1* Agreement and Plan of Reorganization by and between The Heritage
Bank and Heritage Bancorp, Inc, dated July 1, 1998.
3.1* Articles of Incorporation of Heritage Bancorp, Inc.
3.2* Bylaws of Heritage Bancorp, Inc.
4.1* Draft Stock Certificate of Heritage Bancorp, Inc.
- ----------
* Incorporated by reference to the Registration Statement No. 333-58515 on Form
S-4 of Heritage Bancorp, Inc. filed with the Securities and Exchange
Commission on July 6, 1998, as amended.
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, thereto duly authorized.
HERITAGE BANCORP, INC.
By: /s/ John T. Rohrback
--------------------------
John T. Rohrback
President and Chief Executive Officer
Dated: September 30, 1998
