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November 22, 1996
COMMISSION FILE NUMBER: 0-7722
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
IMPERIAL BANCORP
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(Exact name of Registrant as specified in its charter)
California 95-2575576
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
9920 South La Cienega Boulevard, Inglewood, California 90301
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(Address of principal executive offices) (Zip Code)
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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Common Stock, no par New York Stock Exchange
value
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock, No Par Value
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Voting Rights. The holders of Common Stock are entitled to one vote for
each share on matters presented for consideration to the stockholders. The
holders of Common Stock have cumulative voting rights in the election of
directors of the Registrant.
Dividend Rights. Subject to any preferences that may be applicable to any
shares of Preferred Stock that may be outstanding, and to restrictions, if
any, imposed by indebtedness outstanding from time to time, the holders of
Common Stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of legally available funds.
Other Rights. In the event of the liquidation, dissolution or winding up of
the Registrant, the holders of Common Stock are entitled to share ratably
in all assets of the Registrant remaining after provision for payment of
liabilities, subject to the liquidation preference of any shares of
Preferred Stock that may be outstanding. The holders of Common Stock have
no preemptive, conversion or other subscription rights, and there are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable. The
rights, preferences and privileges of holders of Common Stock may become
subject to those of holders of any series of Preferred Stock which the
Registrant may issue in the future.
The above summary description of the Registrant's Common Stock is qualified
in its entirety by reference to the following filings with the Commission,
each of which is hereby incorporated in this Form 8-A by this reference:
(a) Restated Articles of Incorporation, as amended, as presently in effect.
Filed as Exhibit 4.1 to the Registrant's Form S-8 Registration
Statement as filed with the Securities and Exchange Commission on
August 3, 1994 (the "Registration Statement").
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(b) Bylaws of the Registrant, as amended, as presently in effect. Filed as
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on August 4, 1994.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 of Form 8-A have been
supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement on Form 8-A to
be signed on its behalf by the undersigned, thereunto duly authorized.
IMPERIAL BANCORP
Date: November 22, 1996 By /s/ George L. Graziadio, Jr.
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George L. Graziadio, Jr.
Chairman of the Board, President
and Chief Executive Officer
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