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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
1st State Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Virginia 56-2130744
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
445 S. Main Street, Burlington, North Carolina 27215
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(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: N/A
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(If Applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included under the
captions "Description of Capital Stock" (pages 117-118),
"Dividend Policy" (pages 17-18), "Market for the Common Stock"
(page 18), "Anti-Takeover Provisions in Our Corporate Documents
(pages 111-117), "The Conversion -- Limitations on Resales by
Management" (pages 43-44), "The Conversion -- How the Conversion
Will Affect Our Depositors and Borrowers -- Liquidation Account"
(pages 30-31) and "The Conversion -- Restrictions on Repurchase
of Stock" (page 43) of the Prospectus included as part of the
Registrant's Registration Statement on Form S-1, File No. 333-
68091, declared effective on February 11, 1999 (the "Form S-1").
Item 2. Exhibits.
The following documents are either filed or incorporated by
reference as exhibits to this registration statement as
indicated:
2 Plan of Conversion of 1st State Bank
(incorporated by reference to Exhibit 2 to the
Registration Statement on Form S-1
(File No. 333-68091)) (the "Form S-1").
3.1 Articles of Incorporation of 1st State Bancorp,
Inc. (incorporated by reference to Exhibit 3.1
to Registration Statement on the Form S-1 (File
No. 333-68091)).
3.2 Bylaws of 1st State Bancorp, Inc. (incorporated
by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-68091)).
4 Specimen Common Stock Certificate.
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EXHIBIT INDEX
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Exhibit
Number
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2 Plan of Conversion of 1st State Bank
(incorporated by reference to Exhibit 2 to the
Registration Statement on Form S-1
(File No. 333-68091)).
3.1 Articles of Incorporation of 1st State Bancorp,
Inc. (incorporated by reference to Exhibit 3.1
to Registration Statement on the Form S-1 (File
No. 333-68091)).
3.2 Bylaws of 1st State Bancorp, Inc. (incorporated
by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-68091)).
4 Specimen Common Stock Certificate.
3<PAGE>
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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.
1st State Bancorp, Inc.
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(Registrant)
Date: April 23, 1999 By: /s/ James C. McGill
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James C. McGill
President
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COMMON STOCK
NUMBER ___ ___ SHARES
1ST STATE BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF VIRGINIA
CUSIP 33645S 10 2
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF
1st State Bancorp, Inc. (the "Corporation"), a Virginia
corporation. The shares represented by this certificate are
transferable only on the stock transfer books of the Corporation
by the holder of record hereof, in person or by duly authorized
attorney or legal representative, upon the surrender of this
certificate property endorsed. This certificate is not valid
until countersigned and registered by the Corporation's transfer
agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED.
IN WITNESS WHEREOF, the Corporation has caused this certificate
to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ Christine Baker /s/ James C. McGill
____________________________ _____________________
A. Christine Baker James C. McGill
Secretary President
Countersigned and Registered:
[CORPORATE SEAL]
REGISTRAR AND TRANSFER COMPANY
By: _____________________________
Transfer Agent and Registrar
_____________________________
Authorized Signature
RESTRICTIONS ON TRANSFER
The Articles of Incorporation include a provision which prohibits
any person from directly or indirectly acquiring or offering to
acquire the beneficial ownership of more than 10% of any class of
equity security of the Corporation. Such provision eliminates
the voting rights of securities acquired in violation of the
provision. Such provision will expire three years from the
effective date of completion of the conversion of 1st State Bank,
Burlington, North Carolina (the "Bank") from mutual to stock
form. The Articles of Incorporation also impose certain
restrictions on the voting rights of beneficial owners of more
than 10% of any class of equity security of the Corporation after
three years from this date of completion of the conversion of the
Bank from mutual to stock form. The Corporation will furnish
without charge to each stockholder who so requests additional
information with respect to such restrictions. Such request may
be made in writing to the Secretary of the Corporation.<PAGE>
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1st STATE BANCORP, INC.
The shares represented by this certificate are issued
subject to all the provisions of the Articles of Incorporation
and Bylaws of the Corporation as from time to time amended
(copies of which are on file at the principal executive office of
the Corporation), to all of which the holder by acceptance hereof
assents.
The Corporation will furnish without charge to each
stockholder who so requests a full statement of the powers,
designations, relative rights, preferences and limitations of
each class of stock and the variations in rights, preferences and
limitations determined for each series, including the authority
of the Board of Directors to determine variations for future
series. Such requests shall be made in writing to the Secretary
of the Corporation.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF TRANSFER MIN ACT - ..........Custodian.......... under
(Cust) (Minor)
Uniform Transfers to Minors Act.......................
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, _______________________________ HEREBY
SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
/_______________________________/
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares
of the common stock evidenced by this certificate, and do hereby
irrevocably constitute and appoint ____________________________,
Attorney to transfer the said stock on the books of the within
named Corporation, with full power of substitution in the
premises.
Dated _______________________
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SIGNATURE
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SIGNATURE
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE GUARANTEED: ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER
