FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SDNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 95-3725079
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1420 Kettner Boulevard, San Diego, California 92101
(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
______________________________ ______________________________
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the 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(g) of the Act:
Subscriptions Rights to purchase Common Stock
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference from the form of prospectus to be
subsequently filed by the registrant pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.
Item 2. Exhibits.
Exhibit 1. Form of Subscription Agent Agreement (incorporated by
reference from Exhibit 99(a) to the registrant's
Registration Statement on Form S-3, filed on April 3,
1995, SEC File No. 33-58379).
Exhibit 2. Form of Subscription Warrant (incorporated by reference
from Exhibit 99(b) to the registrant's Registration
Statement on Form S-3, filed on April 3, 1995, SEC File
No. 33-58379).
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, thereunto duly
authorized, in the City of San Diego, California.
(Registrant) SDNB Financial Corp.
Date May 5, 1995
By /s/ Howard W. Brotman
Howard W. Brotman, Senior Vice President,
Secretary, and Chief Financial Officer
