JACKSONVILLE BANCORP INC /FL/
8-A12G, 1999-02-19
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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


                           JACKSONVILLE BANCORP, INC.
- - --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                Florida                                  59-3472981
- - --------------------------------------------------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

         13245 Atlantic Boulevard Suite #5, Jacksonville, Florida 32225
- - --------------------------------------------------------------------------------
(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.

     Securities Act registration  statement file number which this form relates:
333-64815 (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                                    None
            -------------------              ------------------------------



        Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $0.01 per share
- - --------------------------------------------------------------------------------
                                (Title of Class)



<PAGE>


                             INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

          The  authorized  capital  stock of the Company is 10,000,000
          shares  consisting of 2,000,000  shares of preferred  stock,
          par value $0.01 per share,  and  8,000,000  shares of Common
          Stock,  par value,  $0.01 per share,  of which no shares are
          presently issued and outstanding.

          Common  Stock - The holders of Common  Stock are entitled to
          elect the members of the Board of  Directors  of the Company
          and  such  holders  are  entitled  to vote as a class on all
          matters  required  or  permitted  to  be  submitted  to  the
          shareholders of the Company. No holder of any class of stock
          of the Company  has  preemptive  rights with  respect to the
          issuance  of shares of that or any other  class of stock and
          the Common Stock is not entitled to cumulative voting rights
          with respect to the election of directors.

          The holders of Common Stock are  entitled to  dividends  and
          other  distributions  if, as, and when declared by the Board
          of Directors out of assets legally available therefore. Upon
          the  liquidation,  dissolution or winding up of the Company,
          the holder of each share of Common Stock will be entitled to
          share equally in the  distribution of the Company's  assets.
          The holders of Common  Stock are not entitled to the benefit
          of any sinking fund provision. The shares of Common Stock of
          the Company are not  subject to any  redemption  provisions,
          nor are they convertible into any other security or property
          of the Company.  All shares of Common Stock outstanding upon
          completion   of  this  offering  will  be,  fully  paid  and
          nonassessable.

         The  Registrant   hereby   incorporates  by  reference  the  discussion
contained  under  the  heading  "ARTICLES  OF   INCORPORATION-Summary"   in  the
Prospectus included in its Registration Statement on Form SB-2, Registration No.
33-64815, filed with the Commission on September 30, 1998 and declared effective
February 9, 1999. This Registration  Statement shall be deemed to incorporate by
reference  the  description  of the Common  Stock  contained  in any  Prospectus
subsequently  filed  by  the  Registrant  pursuant  to  Rule  424(b)  under  the
Securities Act of 1933.

<PAGE>


Item 2.  Exhibits.


   Exhibit
      No.                                 Description
- - --------------   ---------------------------------------------------------------

      1             Articles of Incorporation of Registrant filed as Exhibit 3.1
                    to  the  Form   SB-2   Registration   Statement   is  hereby
                    incorporated by reference

      2             Bylaws of  Registrant  filed as Exhibit 3.2 to the Form SB-2
                    Registration Statement is hereby incorporated by reference

      3             Specimen  Common Stock  Certificate  of Registrant  filed as
                    Exhibit  4.0 to the  Form  SB-2  Registration  Statement  is
                    hereby incorporated by reference



                                    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.

                                     Jacksonville Bancorp, Inc.
                                     --------------------------
                                            (Registrant)

    Date: February 9, 1999           By   /s/ Victor M. George
          ----------------                --------------------
                                             (Signature)

                                     Victor M. George, President
                                     ---------------------------







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