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
LAMAR CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Mississippi 64-0733976
(State of incorporation of organization) (IRS Employer Identification No.)
401 Shelby Speights Drive
Purvis, Mississippi 39475
(601) 794-6047
39475
(Address of principal executive offices) (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 333-61355
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $ .50 par value
Common Stock Purchase Rights
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered
The registrant incorporates by reference herein the information set forth
under the caption "Description of Capital Stock--Common Stock" and "Description
of Capital Stock--Certain Provisions of Mississippi Law and Articles of
Incorporation and Bylaws of the Company Affecting the Rights of Shareholders--
Rights Agreement" set forth in its preliminary prospectus dated December 7,
1998, included in Amendment No. 3 to its Registration Statement on Form S-1
(Registration No. 333-61355), filed with the Securities and Exchange Commission
on December 7, 1998, which information is qualified in its entirety by reference
to the Registrant's Articles of Incorporation and Bylaws, each of which is
attached as an Exhibit hereto. The sections "Description of Capital
Stock--Common Stock," and "Description of Capital Stock-- Certain Provisions of
Mississippi Law and Articles of Incorporation and Bylaws of the Company
Affecting the Rights of Shareholders--Rights Agreement" to be included in a form
of prospectus which will subsequently be filed by the Registrant pursuant to
Rule 424(b) of the Securities Act of 1933, as amended, shall be deemed
incorporated by reference into this registration statement.
Item 2. Exhibits
3.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibits 3.1 and 3.2 to the Registration Statement on Form S-1
(File No. 333-61355) of the Registrant, as amended)
3.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-1
(File No. 333-61355) of the Registrant, as amended)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-1 (File No. 333-61355) of
the Registrant, as amended)
4.2 Shareholder Rights Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-1 (File No. 333-61355) of the
Registrant, as amended).
<PAGE>
SIGNATURES
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, thereunto duly authorized.
Dated: December 7, 1998
LAMAR CAPITAL CORPORATION
By: /s/ Kenneth M. Lott
-----------------------------------------
Kenneth M. Lott, President
EXHIBIT LIST
3.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibits 3.1 and 3.2 to the Registration Statement on Form S-1
(File No. 333-61355) of the Registrant, as amended)
3.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-1
(File No. 333-61355) of the Registrant, as amended)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-1 (File No. 333-61355) of
the Registrant, as amended)
4.2 Shareholder Rights Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-1 (File No. 333-61355) of the
Registrant, as amended).
