MAIN STREET BANKS INC
8-A12B, 1999-09-29
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    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


                         MAIN STREET BANKS INCORPORATED
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                    GEORGIA                                  58-1806330
- ----------------------------------------------         ------------------------
   (State of incorporation or organization)              (I.R.S. employer
                                                          identification no.)

         1121 Floyd Street
         Covington, Georgia  30014
         PHONE:  (770) 786-3441                                 30014
- ---------------------------------------                     -----------
  (Address of principal executive offices)                         (zip code)

If this form relates to the registration         If this form relates to the
of a class of debt securities and is             registration of a class of
effective upon filing pursuant to General        debt securities and is to
Instruction A(c)(1) please check the             become effective simultaneously
following box. / /                               with the effectiveness of a
                                                 concurrent registration
                                                 statement under the Securities
                                                 Act of 1933 pursuant to General
                                                 Instruction A(c)(2) please
                                                 check the following box. / /


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
    -------------------                           ------------------------------

    Common Stock, $1.00 par value                 American Stock Exchange

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None.


- --------------------------------------------------------------------------------
         This Registration Statement contains a total of 3 pages. Certain
exhibits are incorporated in this Registration Statement by reference to the
Registrant's Registration Statement on Form S-1, (Registration No. 333-84037).


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Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         The Registrant incorporates by reference herein the description of the
Registrant's Common Stock, $1.00 par value per share, appearing under the
caption, "Description of Capital Stock," in the Prospectus contained in the
Registrant's Registration Statement on Form S-1 (Registration No. 333-84037), as
such section may be amended until the time such Registration Statement is
declared effective. The Company's Articles of Incorporation, Bylaws and specimen
stock certificate are filed as Exhibits 3.1(a) and (b), 3.2(a) and (b) and 4.1,
respectively, to the aforesaid Registration Statement.

Item 2.  EXHIBITS

         The following exhibits are filed as part of the Registration Statement.

         2(a)     Articles of Incorporation(1)

         2(b)     Bylaws(2)

         2(c)     Form of stock certificate for the Registrant's Common Stock(3)






    (1)  Incorporated  herein by reference to Exhibit 3.1 (a) and (b) of the
         Registrant's  Registration  Statement on Form S-1, No. 333-84037.

    (2)  Incorporated  herein by reference to Exhibit 3.2 (a) and (b) of the
         Registrant's  Registration  Statement on Form S-1, No. 333-84037.

    (3)  Incorporated  herein by reference to Exhibit 4.1 of the Registrant's
         Registration Statement on Form S-1, No. 333-84037 (filed with Amendment
         No. 1 thereto).

<PAGE>

                                    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, thereunto duly authorized.




                                 MAIN STREET BANKS INCORPORATED



Dated:  September 29, 1999             By: /S/ SAMUEL B. HAY, III
                                           ------------------------------------
                                           Samuel B. Hay, III
                                           Executive Vice President and CFO






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