UNITED STATES
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
PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2331986
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
3040 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(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), please 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), please check the following box.|X|
Securities Act registration statement file number to which this form relates:
333-63267.
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK, PAR VALUE $1.00 PER SHARE NASDAQ NATIONAL MARKET
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the information set forth
under the caption "Description of Securities of the Company" set forth in its
preliminary prospectus dated October 30, 1998 included in Amendment No.1 to its
Registration Statement on Form S-1 (Registration No. 333-63267), filed with the
Securities and Exchange Commission (the "Commission") on October 30, 1998, as
such information may be amended in the final prospectus included or deemed to be
included in such Registration Statement, as hereafter amended, in the form
declared effective by the Commission (the "Registration Statement"). This Form
8-A is filed to register the Registrant's class of Common Stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), concurrently with the registration of shares of Common Stock under the
Securities Act of 1933, as amended ("Securities Act"), and in accordance with
Rule 12d1-2 promulgated under the Exchange Act, will become effective
concurrently with the effectiveness of the Registration Statement under the
Securities Act.
ITEM 2. EXHIBITS.
The exhibits below are incorporated herein by reference to the exhibit of
the same number in the Registrant's registration statement on Form S-1, as
amended (Registration No. 333-63267) filed with the Commission.
3.1 Amended and Restated Articles of Incorporation of Prosperity Bancshares,
Inc.
3.2 Amended and Restated Bylaws of Prosperity Bancshares, Inc.
4 Form of Certificate representing shares of Common Stock, par value $1.00
per share.
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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.
PROSPERITY BANCSHARES, INC.
By: /s/ TRACY T. RUDOLPH
Name: Tracy T. Rudolph
Title: PRESIDENT
Date: November 10, 1998
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