SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MSB BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1341670
(State of incorporation or organization) (I.R.S. Employer Identification No.)
35 MATTHEWS STREET
GOSHEN, NEW YORK 10924
(Address of principal executive offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
Common Stock, par value $.01 per share American Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the shares of common stock, par value
$.01 per share, of MSB Bancorp, Inc. (the "Registrant") being registered
hereunder, as required by Item 202 of Regulation S-K, and in accordance with the
Instruction to Item 1 of Form 8-A, see the sections "Description of Capital
Stock" and "Risk Factors -- Certain Anti-Takeover Provisions" in the Prospectus
of the Registrant filed with the Securities and Exchange Commission on October
10, 1995 as part of the Registrant's Registration Statement on Form S-2, No.
33-97904, which sections are incorporated herein by reference.
ITEM 2. EXHIBITS.
In accordance with Item II. to the Instructions as to Exhibits
to Form 8-A, the following Exhibits are filed with the Form 8-A filed with the
American Stock Exchange, but are not filed with, or incorporated by reference
in, the Form 8-A filed with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 and Current
Reports on Form 8-K, dated January 2, 1996, January 19, 1996
and February 6, 1996.
3. The Registrant's Proxy Statement for the 1996 Annual Meeting
of Stockholders.
4. The Registrant's Bylaws and Certificate of Incorporation,
including the Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock of MSB
Bancorp, Inc. and the Certificate of Designations, Preferences
and Rights of 8.75% Cumulative Convertible Preferred Stock,
Series A of MSB Bancorp, Inc.
5.1 Specimen Stock Certificate of MSB Bancorp, Inc.
5.2 Rights Agreement between MSB Bancorp, Inc. and Mellon Bank,
N.A., dated as of September 16, 1994 and Amendment No. 1
thereto.
6. The Registrant's 1995 Annual Report to Stockholders.
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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.
MSB BANCORP, INC.
By:
/s/ William C. Myers
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William C. Myers
President and Chief Executive Officer
Dated: September 16, 1996
