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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
ABINGTON BANCORP, INC. ABINGTON BANCORP CAPITAL TRUST
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(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Trust Agreement)
Massachusetts Delaware
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(State of Incorporation (State of Incorporation
or Organization) or Organization)
04-3334127 (applied for)
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(IRS Employer Identification (IRS Employer Identification
Number) Number)
536 Washington Street 536 Washington Street
Abington, Massachusetts 02351 Abington, Massachusetts 02351
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(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
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:
333-52499 and 333-52499-01.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
___% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of the ___% Cumulative Trust Preferred Securities
(the "Preferred Securities") issued by Abington Bancorp Capital Trust, a
Delaware statutory business trust (the "Trust") and the guarantee (the
"Guarantee") with respect to the Preferred Securities by Abington Bancorp, Inc.,
a Massachusetts corporation (the "Company"), both of which are being registered
hereby, reference is made to the information contained under the captions
"Description of the Preferred Securities," "Description of the Junior
Subordinated Debentures" and "Description of the Guarantee" in the Prospectus
that forms part of the Registration Statement (Registration Nos. 333-52499 and
333-52499-01) (the "Registration Statement") filed by the Company and the Trust
with the Securities and Exchange Commission on May 12, 1998 under the Securities
Act of 1933, as amended (the "Act"). The information contained in the
Registration Statement and the Prospectus is incorporated herein by reference.
Definitive copies of the Prospectus describing the Preferred Securities and the
Guarantee will be filed pursuant to Rule 430A or pursuant to an amendment to the
Registration Statement under the Act and shall be incorporated by reference into
this Registration Statement on Form 8-A.
ITEM 2. EXHIBITS
4.1 Form of Indenture between Abington Bancorp, Inc. and State Street Bank
and Trust Company, as Trustee (incorporated by reference to Exhibit
4.1 to the Registration Statement).
4.2 Form of Junior Subordinated Debenture (incorporated by reference to
Exhibit 4.2 to the Registration Statement).
4.3 Certificate of Trust of Abington Bancorp Capital Trust (incorporated
by reference to Exhibit 4.3 to the Registration Statement).
4.4 Form of Amended and Restated Trust Agreement of Abington Bancorp
Capital Trust (incorporated by reference to Exhibit 4.4 to the
Registration Statement).
4.5 Form of Preferred Security Certificate for Abington Bancorp Capital
Trust (incorporated by reference to Exhibit 4.5 to the Registration
Statement).
4.6 Form of Preferred Securities Guarantee Agreement for Abington Bancorp
Capital Trust (incorporated by reference to Exhibit 4.6 to the
Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: May 18, 1998
ABINGTON BANCORP, INC. ABINGTON BANCORP CAPITAL TRUST
By: /s/ James P. McDonough By: /s/ James P. McDonough
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James P. McDonough James P. McDonough
President and Chief Executive Officer Administrative Trustee
