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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Ohio State Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-1816546
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 S. Main Street, Marion, Ohio 43302
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(Address of principal executive officers) (Zip Code)
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
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Not Applicable
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Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock
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(Title of class)
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ITEM 1: GENERAL INFORMATION
(a) Registrant was organized on February 22, 1994, as a corporation,
incorporated in the State of Ohio.
(b) Registrant's fiscal year ends December 31.
ITEM 2: TRANSACTION OF SUCCESSION
(a) The Marion Bank was the predecessor to Registrant.
(b) The Registrant is, as of May 16, 1996, the sole shareholder of The Marion
Bank. This was accomplished through a bank holding company formation
whereby shareholders of the Bank exchanged their Bank shares for shares in
the Registrant.
ITEM 3: SECURITIES TO BE REGISTERED
Registrant currently has 500,000 shares authorized and 121,200 issued and
outstanding.
ITEM 4: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant incorporates by reference, the Description of Securities set forth
in the Form S-4 Registration Statement, File No. 33-75866, effective March 16,
1995. (See "DESCRIPTION OF COMMON STOCK--COMPARATIVE RIGHTS, Dividend Rights,
Cumulative Voting, Voting Rights, Antitakeover Measures, Classified Board of
Auditors, Additional Considerations, Right of Redemption, Preemptive Rights,
Liquidation Rights, Transfer and Assessability, Reports, and Differences
Between Company Stock and Bank Stock.")
ITEM 5: FINANCIAL STATEMENTS AND EXHIBITS
(a) The capital structure and balance sheet of the registrant immediately after
the succession is substantially the same as those of the predecessor and,
therefore, no financial statements are included.
(b) Exhibits:
*2. Merger Agreement dated May 30, 1995 pursuant to which The Marion Bank was
reorganized into a single subsidiary of the Registrant.
*3(a). Registrant's Certificate of Incorporation (Exhibit 3).
*3(b). Registrant's Bylaws (Exhibit 3).
*3(c). Specimen of Common Stock Certificate.
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*99 Latest Prospectus registering securities issued by Registrant in the
succession.
*Incorporated by reference from Registrant's Form S-4, File No. 33-75866
effective March 16, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Application for Registration (or
Registration Statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
Ohio State Bancshares, Inc.
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(Registrant)
Date: June 14, 1996
--------------------------- /s/ Gary E. Pendleton
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By: Gary E. Pendleton
Its: President
