UNITY BANCORP INC /DE/
8-A12B, 1996-11-07
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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

                               UNITY BANCORP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                    22-3282551
- --------------------------------------------------------------------------------
(State of incorporation or organization               (I.R.S. employer
                                                      identification no.)


 64 Old Highway 22, Clinton, New Jersey                    08809
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (zip code)

If this form relates to the               If this form relates to the
registration of a class of                registration of a class of
debt securities and is                    debt securities and is to
effective upon filing                     become effective simulta-
pursuant to General                       neously with the effectiveness
Instruction A(c)(1) please                of a concurrent registration
check the following box. [ ]              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, No Par Value                American Stock Exchange
- --------------------------                -----------------------

Securities to be registered pursuant to Section 12(g) of the Act:

- --------------------------------------------------------------------------------
                                (Title of class)


                             Exhibit Index at Page 4


<PAGE>

Item 1.  Description of Registrant's Securities to be Registered.

     The securities to be registered are the common stock, no par value per
share (the "Common Stock") of Unity Bancorp, Inc., a Delaware corporation (the
"Company"). The Company incorporates by reference the description of the Common
Stock set forth under the caption "DESCRIPTION OF THE COMPANY'S
SECURITIES---Common Stock" in the prospectus included in the Registration
Statement on Form SB-2 (Registration No. 333-12565) filed by the Company with
the Securities and Exchange Commission on September 24, 1996.

Item 2. Exhibits.

Exhibit No.                       Name of Document
- -----------                       ----------------

    1                             Form of Stock Certificate


                                       -2-

<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant is duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                       UNITY BANCORP, INC.



Date: November 6, 1996                 By: /s/ James Hyman
                                           -----------------------------
                                           Name:  James Hyman
                                           Title: President


                                       -3-

<PAGE>

                          Index to Exhibits to Form 8-A


     Exhibit                Description of                  Sequential Page
     Number                    Document                          Number
     ------                 --------------                  ---------------

       1              Form of Stock Certificate                    5


                                       -4-


                                     UNITY.
                                  Bancorp, Inc.
                                     [LOGO]


     NUMBER                                                  SHARES
UBI

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                            SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS

This is to Certify that


Is the owner of

    FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF
UNITY BANCORP, INC.

a corporation incorporated under the laws of the State of Delaware. The shares
evidenced by this certificate are transferable only on the stock transfer books
of Unity Bancorp, Inc. by the holder hereof, in person or by attorney, upon
surrender of this certificate properly endorsed.

IN WITNESS WHEREOF UNITY BANCORP, INC. has caused this Certificate to be
executed by the signatures of its duly authorized officers and has caused its
facsimile seal to be hereunto affixed.

Dated:                                 UNITY BANCORP, INC.
                                             [SEAL]

          [Signature]                                           [Signature]
     --------------------                              -------------------------
           Secretary                                       Chairman of the Board

                                       Countersigned and Registered:
                                                      MIDLANTIC BANK, N.A.

                                   By                             Transfer Agent
                                                                   and Registrar
                                                              Authorized Officer

<PAGE>

                                  UNITY BANCORP, INC.

     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            UNIF GIFT MIN ACT--.....Custodian..... 
                                                             (Cust)     (Minor) 
TEN ENT--as tenants by the entireties              under Uniform Gifts to Minors
                                                                                
JT TEN --as joint tenants with right               Act..........................
         of survivorship and not as                            State            
         tenants in common                                                      
                                         

     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
represented by the within Certificate, and do hereby irrevocably 
constitute and appoint _________________________________________________________
Attorney to transfer the said Shares on the books of the within 
named corporation with full power of substitution in the premises.

Dated: ________________

     In the presence of ___________________________________________________
                        Signature


                        ___________________________________________________
                        Signature

                        NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                        WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE
                        FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                        ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER



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