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
MCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
California 68-0300300
State of Incorporation IRS Employer ID Number
1248 Fifth Avenue, San Rafael, California 94901
Address of registrant's principal executive office Zip Code
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously 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(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The Registrant incorporates by reference herein the description of the
Registrant's Common Stock, no par value, appearing under the caption,
"Description of MCB Financial's Securities," in the Prospectus contained in the
Registrant's Registration Statement on Form S-4 (Registration No. 33-76832), as
filed with the Securities and Exchange Commission on May 12, 1994 under the
Securities Act of 1933, as amended.
Item 2. Exhibits.
1. Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998
(incorporated by reference, File No. 33-76832, filed March 29, 1999);
2. Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999
(incorporated by reference, File No. 33-76832, filed May 14, 1999);
3. Current Report on Form 8-K dated January 19, 1999 (incorporated by
reference, File No. 33-76832, filed January 25, 1999);
4. Current Report on Form 8-K dated January 26, 1999 (incorporated by
reference, File No. 33-76832, filed January 26, 1999);
5. Proxy Statement dated April 26, 1999 (incorporated by reference, File No.
33-76832, filed April 27, 1999);
6. (a) Restated Articles of Incorporation (incorporated by reference to
exhibit (3)(a) to the registrant's Quarterly Report on Form 10-QSB for its
quarter ended September 30, 1998, File No. 33-76832, filed November 13,
1998).
(b) By-laws (incorporated by reference to the registrant's registration
statement on Form S-4, File No. 33-76832, filed May 12, 1994).
(c) Rights Agreement entered into between MCB Financial Corporation and
U.S. Stock Transfer Corporation, dated as of January 19, 1999
(incorporated by reference to Exhibit 4 to the Current Report on Form 8-K
dated January 19, 1999, File No. 33-76832, filed January 25, 1999).
(d) 1989 Stock Option Plan (incorporated by reference to the registrant's
registration statement on Form S-4, File No. 33-76832, filed May 12,
1994).
(e) 1999 Stock Option Plan (incorporated by reference to Exhibit A to the
registrant's Proxy Statement dated April 26, 1999, File No. 33-76832,
filed April 27, 1999).
7. A specimen certificate evidencing shares of Common Stock of MCB Financial
Corporation.
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.
Date: August 4, 1999 MCB Financial Corporation
By: /s/ Charles O. Hall
Name: Charles O. Hall
Its President and Chief Executive Officer
EXHIBIT 7
A specimen certificate evidencing shares of Common Stock of MCB Financial
Corporation.
COMMON STOCK COMMON STOCK
NUMBER SHARES
MCB FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
SEE REVERSE FOR
CERTAIN DEFINITIONS
AND A STATEMENT AS
TO THE RIGHTS,
PREFERENCES,
PRIVILEGES AND
RESTRICTIONS ON
SHARES
CUSIP 55265N 10 3
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE, OF
MCB FINANCIAL CORPORATION
transferable on the books of the Corporation 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 by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Nancy R. Boatright
Secretary
[MCB Financial Corporation Seal, January 20, 1993]
/s/ John Cavallucci
Chairman of the Board
Countersigned and Registered
U.S. Stock Transfer Corporation
Transfer Agent and Registrar
By
Authorized Signature
A statement of the rights, preferences, privileges and restrictions granted to
or imposed upon the respective classes or series of shares and upon the holders
thereof as established, from time to time, by the Articles of Incorporation of
the Corporation and by any certificate of determination, and the number of
shares constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - .......................Custodian.......................
(Cust) (Minor)
under Uniform Gifts to Minors
Act...........................................
(State)
UNIF TRF MIN ACT - ..................... Custodian (until age............)
(Cust)
................... under Uniform Transfers
(Minor)
to Minors Act................................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Shares of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
___________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated
X ____________________________
X ____________________________
NOTICE: SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By __________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
