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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED BANCORPORATION OF ALABAMA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 63-0833573
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
200 East Nashville Avenue, Atmore, Alabama 36504
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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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None None
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 Exchange Act pursuant to General Instruction
A(c)(2) please check the following box [ ]
Securities Act registration statement file number to which this form relates:
2-78572
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is Class A Common
Stock, par value $.01 per share ("Common Stock"), of United Bancorporation of
Alabama, Inc., a bank holding company incorporated under the laws of Delaware
(the "Registrant").
For a description of the Common Stock, reference is hereby made to the
Registrant's Registration Statement on Form S-14, as amended (Registration No.
2-78572), filed with the Securities and Exchange Commission on November 18,
1982, and particularly to the description of the Common Stock set forth under
the caption "Comparison of the Common Stock of Bank of Atmore and Peoples Bank
and the Stock of the Company" beginning on page 35 thereof, which description is
incorporated by reference herein.
ITEM 2. EXHIBITS
1. Restated Certificate of Incorporation of the Registrant
(incorporated by reference herein from Exhibit 3a to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1988).
2. Amended and Restated Bylaws of the Registrant (incorporated by
reference herein from Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992).
3. Form of specimen certificate for Common Stock.
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.
UNITED BANCORPORATION OF
ALABAMA, INC.
Dated: April 30, 1999 By: /s/ Robert R. Jones, III
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Robert R. Jones, III
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3. Form of specimen certificate for Common Stock
</TABLE>
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EXHIBIT 3
FORM OF COMMON STOCK CERTIFICATE
[front of certificate]
<TABLE>
<S> <C>
Class A Class A
Common Stock Common Stock
NUMBER SHARES
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[LOGO] UNITED BANCORPORATION OF ALABAMA, INC.
Incorporated Under the Laws of the State of Delaware
SEE REVERSE FOR CERTAIN
DEFINITIONS AND
AVAILABILITY OF A FULL
STATEMENT DESCRIBING THE
CORPORATION'S CAPITAL
STOCK
THIS CERTIFIES THAT CUSIP
Countersigned and Registered:
UNITED BANK
Transfer Agent and Registrar
is the registered owner of By -------------------------
Its Authorized Officer
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FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK of
UNITED BANCORPORATION OF ALABAMA, INC. (the "Corporation"), transferable on the
books of the Corporation by the holder hereof in person or by fully authorized
attorney upon surrender of this certificate properly endorsed. The par value of
each share shall be as set forth from time to time in the Corporation's
Certificate of Incorporation. This Certificate and the shares represented hereby
are issued and shall be held subject to all provisions of the Corporation's
Certificate of Incorporation and By-Laws and any amendments thereto, copies of
which are on file in the Corporation's main office, and to all provisions of
which the holder hereof assents.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
WITNESS the seal of the Corporation and the signatures of its duly authorized
officers.
Dated:
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Secretary President
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[back of certificate]
The Corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations, and relative
rights of the shares of each class of capital stock authorized to be issued, and
the variations and the relative rights and preferences between shares of each
series of preferred or other capital stock insofar as the same have been fixed
and determined, and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT- ______Custodian for_______
(Cust) (Minor)
TEN ENT- as tenants by the entireties under, Uniform Gifts to Minors
JT TEN - as joint tenants with right
of survivorship and not as Act
tenants in common -------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE
Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF
THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATEVER.
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