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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Heritage Financial Holding Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 63-1259533
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
211 Lee Street, N.E.
Decatur, Alabama 35601
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT"S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is common stock, par
value $.01 per share of Heritage Financial Holding Corporation, a registered
bank holding company incorporated under the laws of Delaware (the "Registrant").
The Registrant's Certificate of Incorporation provides that the
Registrant may issue up to 50,000,000 shares of capital stock, consisting of
40,000,000 shares of common stock, $.01 par value per share, and 10,000,000
shares of blank check preferred stock, $.01 par value per share.
Holders of Registrant common stock are entitled to one vote for each
share held of record on all matters to be submitted to a vote of the
stockholders and do not have pre-emptive rights. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of
Registrant common stock are entitled to receive ratably such dividends, if any,
as may be declared from time to time by the Board of Directors of the Registrant
out of funds legally available therefore. All outstanding shares of Registrant
common stock are fully paid and non-assessable. In the event of any liquidation,
dissolution or winding-up of the affairs of the Registrant, holders of
Registrant common stock will be entitled to share ratably in the assets of the
Registrant remaining after payment or provision for payment of all of the
Registrant's debts and obligations and liquidation payments to holders of any
outstanding shares of preferred stock.
The Board of Directors of the Registrant, without further stockholder
authorization, is authorized to issue shares of Registrant preferred stock in
one or more series and may determine and fix the rights, preferences and
privileges of each series, including dividend rights and preferences over
dividends of Registrant common stock and one or more series of Registrant
preferred stock, conversion rights, voting rights (in addition to those provided
for by law), redemption rights and the terms of any seeking fund therefore, and
rights upon liquidation, dissolution and winding-up, including preferences over
Registrant common stock in one or more series of Registrant preferred stock.
Although the Registrant has no present plans to issue any shares of Registrant
preferred stock, the issuance of Registrant preferred stock, or the issuance of
rights to purchase such shares may have the effect of delaying, deferring or
preventing a change in control of the Registrant or an unsolicited acquisition
proposal.
ITEM 2. EXHIBITS
1. Certificate of Incorporation of Registrant.
2. Bylaws of Registrant.
3. Form of specimen certificate for Common Stock of
Registrant.
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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.
Dated: 11/9/00
HERITAGE FINANCIAL HOLDING CORPORATION
By /s/ Reginald D. Gilbert
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Reginald D. Gilbert
President and Chief Executive Officer
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