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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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
PNB Financial Group, Inc.
(Exact name of registrant as specified in its charger)
California 95-3847640
(State of incorporation or organization) (IRS Employer Identification No.)
4665 MacArthur Court 92660
Newport Beach, California (Zip Code)
(Address of principal executive offices)
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 securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates
__________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The Amended Articles of Incorporation PNB Financial Group, Inc. (the
"Company") authorize the issuance of 20,000,000 shares of Common Stock, no par
value, of which approximately 2,760,618 shares were outstanding as of June 18,
1998. The outstanding shares are fully paid and nonassessable.
Holders of shares of Common Stock are entitled to one vote for each share
on all matters to be voted on by the shareholders and, upon the giving of notice
as required by law, are entitled to cumulate their votes in the election of
directors. Holders of shares of Common Stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time, by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
shares of Common Stock are entitled to share pro rata in all assets remaining
after payment in full of all liabilities. Holders of Common Stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.
Item 2. Exhibits.
Exhibit Description
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3.1 Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to
the Company's 1989 Annual Report on Form 10-K and incorporated herein by
reference.
3.2 Amended Articles of Incorporation of the Company, filed as Exhibit 3.3 to
the Company's 1990 Annual Report on Form 10-K and incorporated herein by
reference.
3.3 Bylaws of the Company, filed as Exhibit 6 to the Company's Registration
Statement on Form S-14 (File No. 2-78580) and incorporated herein by
reference.
4.1 Specimen certificate representing the Company's Common Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Exchange Act Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PNB Financial Group, Inc., a California
corporation (Registrant)
Dated: June 18, 1998 By: /s/ Doug L. Heller
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Doug L. Heller
Chief Financial Officer
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NUMBER SHARES
PNB FINANCIAL
GROUP
SD SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
CUSIP 693470 10 6
This Certifies that
SAMPLE
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE OF
PNB FINANCIAL GROUP
hereinafter designated "the Corporation", transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
[PNB FINANCIAL GROUP
CORPORATE SEAL]
CHRISTINE CASTELLANO CHAIRMAN OF THE BOARD
SECRETARY BERNARD E. SCHNEIDER
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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>
TEN COM--as tenants in common UNIF TRANS MIN ACT-- Custodian
TEN ENT--as tenants by the entireties ---------- ----------
JT TEN --as joint tenants with right of survivorship (Cust) (Minor)
and not as tenants in common under Uniform Transfers to Minors
Act
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(State)
<CAPTION>
Additional abbreviations may also be used though not in the above list.
</TABLE>
For Value Received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[____________________________________]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
Attorney,
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to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
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NOTICE: The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed:
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THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL
BANK OR A MEMBER BROKER OF EITHER THE NEW YORK STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK
EXCHANGE OR PACIFIC COAST STOCK EXCHANGE.
