FIRST CAPITAL BANK HOLDING CORP
8-A12G, 2000-04-11
NATIONAL COMMERCIAL BANKS
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 As filed with the Securities and Exchange Commission on April 11, 2000

                       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


                     FIRST CAPITAL BANK HOLDING CORPORATION
              (Exact name of Registrant as Specified in Its Charter)



                Florida                                 59-3532208
(State of incorporation or organization)     (IRS Employer Identification No.)

     1891 South 14th Street
    Fernandina Beach, Florida                               32034
(Address of principal executive offices)                  (Zip Code)



If this form relates to the registration   If this form relates to the
of a class  of  securities  pursuant  to   registration of a class of securities
Section 12(b) of the Exchange Act and is   pursuant  to Section 12(g) of the
effective  pursuant  to General            Exchange Act and is effective
Instruction A.(c), please check            pursuant to General Instruction A.(d)
the following box. |_|                     please check the following box. |X|

         Securities  Act  registration  statement file number to which this form
relates: 333-69973
         ---------

         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:

                                  Common Stock
                                (Title of class)


<PAGE>



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         For  information  with respect to the common stock,  par value $.01 per
share (the "Common Stock"), of First Capital Bank Holding Corporation, a Florida
corporation  (the   "Registrant"),   see  the  information  under  the  captions
"Description  of  Capital  Stock"  and  "Dividend   Policy"   contained  in  the
Registrant's  Registration  Statement on Form SB-2 filed with the Securities and
Exchange  Commission  on  December  30,  1998,  as amended on March 2, 1999,  as
amended on March 18,  1999,  as  amended on April 1, 1999 and April 8, 1999,  as
such  Registration  Statement  may be amended  further  from time to time (as so
amended,  the  "Form  SB-2").  The  Registration   Statement  is  deemed  to  be
incorporated herein by reference.

ITEM 2.  EXHIBITS.

         The  following  exhibits  are  filed  as a  part  of  the  Registration
Statement:

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

3.1               Articles  of   Incorporation   and  any  Amendments   thereto,
                  (incorporated  by  reference  to Exhibit  3.1 of  Registration
                  Statement on Form SB-2, Registration No. 333-69973).

3.2               Bylaws   (incorporated   by   reference   to  Exhibit  3.2  of
                  Registration   Statement  on  Form  SB-2,   Registration   No.
                  333-69973).

4.1               Specimen common stock  certificate  (incorporated by reference
                  to Exhibit  4.1 to the  Registration  Statement  on Form SB-2,
                  Registration No333-69973).

4.2               See  Exhibits  3.1 and 3.2 for  provisions  of the Articles of
                  Incorporation  and Bylaws of the  Company  defining  rights of
                  holders of the Company's Common Stock (incorporated  herein by
                  reference  to Exhibits  3.1,3.2,  and 4.1 to the  Registrant's
                  Form SB-2 Registration Statement File No. 333-69973).


<PAGE>



                                    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.

                                    FIRST CAPITAL BANK HOLDING CORPORATION
                                                      (Registrant)



                                      By: /s/ Michael G. Sanchez
                                          --------------------------------------
                                          Michael G. Sanchez
                                          President and Chief Executive Officer


Date:  April 11, 2000




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