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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
MEGABANK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-0949755
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8100 EAST ARAPAHOE ROAD, ENGLEWOOD, COLORADO 80112
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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), please 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), please check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: 333-63369
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Descriptions and terms of the Registrant's Common Stock to be
registered are incorporated herein by reference to the section entitled
"Description of Capital Stock" in the prospectus filed with the Securities and
Exchange Commission on September 14, 1998, as part of the Company's Registration
Statement on Form SB-2 (SEC Registration No. 333-63369), as amended (the
"Registration Statement"). The Registration Statement relates to a proposed
public offering of the Common Stock. The form of prospectus to be subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act of
1933, as amended, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
The following is a complete list of Exhibits filed as part of this
Registration Statement or which are incorporated herein by reference:
1. A specimen of the Common Stock Certificate is incorporated herein by
reference to Exhibit 4.9 to the Registration Statement.
2. The Amended and Restated Articles of Incorporation of the Registrant is
incorpo rated herein by reference to Exhibit 3.1 to the Registration
Statement.
3. The Bylaws of the Registrant is incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
4. The Registrant's 1998 Long-Term Incentive Plan is incorporated herein
by reference to Exhibit 10.2 to the Registration Statement.
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.
MEGABANK FINANCIAL CORPORATION
Date: October 27, 1998 By: /s/ Larry A. Olsen
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Larry A. Olsen
President and Chief Operating
Officer