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
CAPITAL BANCORP
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2160717
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1221 Brickell Avenue
Miami, Florida 33131
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value per share ("Common Stock")
Page 1 of 6 pages
Index to Exhibits on Page 4
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
(a) COMMON STOCK
The Registrant is authorized by its Articles of
Incorporation, as amended, to issue 20,000,000 shares of Common
Stock. Holders of shares of Common Stock are entitled to one vote
for each share of Common Stock held of record upon all matters
presented for action by the shareholders. Shares of Common Stock
have no preemptive or other rights to subscribe for additional
shares. The Board of Directors may, from time to time, declare,
and the Registrant may pay, dividends and other distributions with
respect to its outstanding shares of Common Stock in cash, property
or its own shares of Common Stock which are legally available
therefor. Upon liquidation or dissolution of the Registrant, all
such holders are entitled to receive pro rata the assets of the
Registrant available for distribution to its shareholders. All of
the outstanding shares of Common Stock are fully paid and
nonassessable.
In addition to the foregoing description, reference is made
to the discussion of the Registrant's Common Stock in the section
entitled "Description of Securities" contained in the Registrant's
(i) S-14 Registration Statement (No. 2-77167), filed with the
Securities and Exchange Commission (the "Commission") on June 21,
1982 (the "Registration Statement") and (ii) Registration Statement
on Form S-8 (No. 33-91792) as filed with the Commission on May 1,
1995, which information is incorporated herein by reference.
Item 2. EXHIBITS.
3.1 Registrant's Articles of Incorporation(1)
3.2 Articles of Amendment to Articles of
Incorporation
3.3 Registrant's Amended and Restated Bylaws(2)
4.1 Form of Common Stock Certificate(3)
13.1 Registrant's Annual Report Pursuant to Section 13
or 15(d) of the Exchange Act on Form 10-K for the
year ended December 31, 1994(4)
(1) Incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement.
(2) Incorporated herein by reference to Exhibit 3.2 filed with the
Registrant's Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended on Form 10-K
for the year ended December 31, 1994 (the "Annual Report on
Form 10-K"), filed with the Commission on March 31, 1995.
(3) Incorporated herein by reference to Exhibit 4.1 of the
Registrant's Registration Statement.
(4) Incorporated herein by reference to the Registrant's Annual
Report on Form 10-K filed with the Commission on March 31,
1995, including the Registrant's Annual Report to Shareholders
which was filed as an exhibit to the Annual Report on Form 10-
K. The Annual Report to Shareholders is not deemed to be
filed for purposes of the Exchange Act.
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange
Act, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly
authorized.
July 17, 1995 CAPITAL BANCORP
By:/s/ Daniel Holtz
Daniel Holtz, Chairman of the
Board of Directors, President
and Chief Executive Officer
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Sequential
Exhibit Number Description Page Number
3.2 Registrant's Articles of 5
Amendment to Articles of
Incorporation
</TABLE>
EXHIBIT 3.2
ARTICLES OF AMENDMENTS
TO
ARTICLES OF INCORPORATION OF
CAPITAL BANCORP
Pursuant to the provisions of section 607.1003 of the Florida
Business Corporation Act (the "Act"), the undersigned corporation
adopts the following Articles of Amendment to its Articles of
Incorporation:
1. The name of the corporation is CAPITAL BANCORP (the
"Corporation").
2. Article III of the Corporation's Articles of
Incorporation is hereby amended and restated in its entirety to
read as follows:
ARTICLE III
The capital stock which this Corporation is
authorized to issue shall be 20,000,000 shares
of common stock, par value $1.00 per share.
3. Except as hereby amended, the Articles of Incorporation
of the Corporation shall remain the same.
4. This Amendment to the Articles of Incorporation was duly
adopted by the shareholders of the Corporation on March 26, 1987,
by the number of votes sufficient for approval pursuant to the Act.
CAPITAL BANCORP, a Florida corporation
By: /s/ Timothy E. Kish
TIMOTHY E. KISH, Vice President
