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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
National Mercantile Bancorp
(Exact name of registrant as specified in its charter)
California 95-3819685
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1840 Century Park East, Los Angeles, California 90067
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(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
to be so registered which each class is to registered
<S> <C>
6.5% Series A Noncumulative
Convertible Preferred Stock The Nasdaq Stock Market
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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Page 1 of 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the 6.5% Series A Noncumulative Convertible Preferred Stock
(the "Series A Preferred Stock") to be registered hereunder is contained in the
section entitled "Description of Capital Stock - Preferred Stock" in the
Prospectus included in Amendment No. 2 to the Registrant's Registration
Statement on Form S-2, File No. 333-21455, as filed on April 30, 1997 with, and
as declared effective on May 13, 1997 by, the Securities and Exchange
Commission. Such description is incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit No. Description
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3.1/1/ Form of Amended and Restated Articles of Incorporation
3.2/2/ Amended and Restated Bylaws of the Company
4.1 Specimen stock certificate for the Series A Preferred Stock
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/1/ Filed as Exhibit 3.3 to the Registrant's Registration Statement on Form S-2
and amendments thereto and incorporated herein by reference.
/2/ Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated herein by reference.
Page 2 of 3
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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.
NATIONAL MERCANTILE BANCORP
Dated: May 19, 1997 By /s/ Scott A. Montgomery
__________________________________________
Scott A. Montgomery, Executive Vice President
and Chief Administrative Officer
Page 3 of 3
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EXHIBIT 4.1
Number
PFA Series A Reference is hereby made to the
Noncumulative further provisions of this
Convertible security set forth on the reverse
Preferred Stock side hereof and such further
provisions shall for all purposes
have the same effect as though
fully set forth at this place.
NATIONAL MERCANTILE BANCORP
CUSIP NO. 636912 30 5
This security is not a savings account or deposit and is not insured by any
federal or state government agency or fund.
This certifies that
is the registered holder of
shares of fully paid and non-assessable Series A Noncumulative Convertible
Preferred Stock of National Mercantile Bancorp, a California corporation (the
"Company"), transferable only on the books of the Company by the holder hereof
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar. The Shares evidenced hereby are redeemable and
convertible as set forth in Article Three of the Amended and Restated Articles
of Incorporation and restricted as to transfer as set forth on the reverse
hereof.
In Witness Whereof, the Company has caused this Certificate to be signed in
its name by the facsimile signatures of its Executive Vice President and
attested by the facsimile signatures of its Chief Financial Officer and has
caused a facsimile of its seal to be hereunto affixed.
Dated:___________________ NATIONAL MERCANTILE BANCORP,
a California corporation
COUNTERSIGNED AND REGISTERED:
U.S. Stock Transfer Corporation
Transfer Agent and Registrar
By: /s/ SCOTT A. MONTGOMERY
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Executive Vice President
By:_______________________
Authorized Signature ATTEST
By: /s/ JOSEPH W. KILEY III
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Chief Financial Officer
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NATIONAL MERCANTILE BANCORP
Series A Noncumulative Convertible Preferred Stock
FOR VALUE RECEIVED _____ _____ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________ SHARES
REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT
______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED
CORPORATION, WITH FULL POWER OR SUBSTITUTION IN THE PREMISES.
Dated: _______________ 19___
____________________________________
SIGNATURE
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:
TEN COM - as tenants in common UNIF GIFT
MIN ACT - ______ Custodian _______
TENANT - as tenants by the ______ (Cust) (Minor)
under Uniform Gifts to
Minors Act
JT T EN - as joint tenants with right
of survivorship and not as _________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
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A full statement of the rights, preferences, privileges and restrictions
granted or imposed upon (x) the Series A Noncumulative Convertible Preferred
Stock and upon the holders thereof as set forth in Article THREE of the Amended
and Restated Articles of Incorporation, as summarized below, and (y) any other
class or series of shares may be obtained by any shareholder, upon request and
without charge, from the Secretary of the Company, National Mercantile Bancorp,
1840 Century Park East, Los Angeles, California 90067.
VOTING RIGHTS
The holders of shares of Series A Noncumulative Convertible Preferred Stock
are entitled to the voting rights set forth in Section (B) of Article THREE of
the Amended and Restated Articles of Incorporation.
REDEMPTION
All shares of Series A Noncumulative Convertible Preferred Stock are
redeemable in the manner provided for in Section (D)(2) of Article THREE of the
Restated Articles of Incorporation. The redemption price of Series A Convertible
Preferred Stock represented by this Certificate is $10.00 per share plus
declared and unpaid dividends (pursuant to Section (D)(2) of Article THREE of
the Amended and Restated Articles of Incorporation), thereon to the date of
redemption.
CONVERSION RIGHTS
The shares of Series A Noncumulative Convertible Preferred Stock are
convertible at any time into shares of Common Stock of the Company at the rate
of one share of Common Stock for each share of Series A Noncumulative
Convertible Preferred Stock so surrendered, subject to adjustment under certain
circumstances as set forth in Section (D)(3) of Article THREE of the Restated
Articles of Incorporation
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RESTRICTIONS AS TO TRANSFER
THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NATIONAL MERCANTILE
BANCORP (THE "COMPANY") PROHIBIT THE TRANSFER OF THE SHARES OR INTERESTS
REPRESENTED BY THIS CERTIFICATE TO ANY PERSON IF SUCH PERSON IS OR WOULD BECOME
BY REASON OF SUCH TRANSFER THE BENEFICIAL OWNER OF MORE THAN 4.5% (OR 4.9% IF
THE TRANSFEREE IS A PERSON TO WHOM THE COMPANY IS CONTRACTUALLY OBLIGATED ON OR
BEFORE THE DATE OF ISSUANCE OF THESE SHARES OR INTERESTS TO TRANSFER UP TO 4.9%
OF THE COMPANY'S STOCK) OF THE COMPANY'S STOCK, AS THE TERM "STOCK" IS DEFINED,
AND SUCH OWNERSHIP IS DETERMINED, UNDER SECTION 382 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
NOTICE OF CONVERSION
The undersigned holder of this Certificate hereby elects to exercise the
right to convert ____________________ shares of Series A Noncumulative
Convertible Stock to which the undersigned is entitled by this Certificate into
shares of Common Stock of National Mercantile Bancorp as provided for in Article
THREE of the Restated Articles of Incorporation and directs that the shares
deliverable upon conversion be registered in the name of and delivered to the
undersigned unless a different name has been indicated below. If shares are to
be registered in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto. If the
number of shares of Series A Noncumulative Convertible Preferred Stock shall not
be all the shares of Series A Noncumulative Convertible Preferred Stock to which
this Certificate entitles the undersigned, the undersigned directors that a new
certificate for the balance remaining of the shares of Series A Noncumulative
Convertible Preferred Stock be registered in the name of and delivered to the
undersigned, unless a different name is indicated below. Unless a lesser amount
is designated above, the undersigned holder hereby elects to convert the entire
interest in the Series A Noncumulative Convertible Preferred Stock represented
hereby.
Date:
_________________________
Name:
___________________________________________________________________________
Signature:
______________________________________________________________________
Address:
________________________________________________________________________
