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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
GULF WEST BANKS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3276590
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
425 22ND AVENUE NORTH
ST. PETERSBURG, FLORIDA 33704
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to Section of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please pursuant to General Instruction A.(d), please
check the following box. [ ] check the following box. [x]
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Securities Act registration statement file number to which this form relates:
333-37307
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common Stock, par value $1.00 per
share, to be registered hereunder is set forth under the caption "DESCRIPTION
OF CAPITAL STOCK OF GULF WEST-- Common Stock" in the Registrant's Registration
Statement on Form S-4 (Registration No. 333-37307), initially filed with the
Securities and Exchange Commission on October 6, 1997, which description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-37307)).
2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-37307)).
3 Form of Common Stock Certificate.
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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, thereunto duly authorized.
Dated: February 3, 1998
GULF WEST BANKS, INC.
(Registrant)
By: /s/ Gordon W. Campbell
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Gordon W. Campbell, President
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EXHIBIT INDEX
1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-37307)).
2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-37307).
3 Form of Common Stock Certificate.
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EXHIBIT 3
[FORM OF CERTIFICATE]
NUMBER Gulf West SHARES
- ------------ Banks, Inc. ------
- ------------ ------
PAR VALUE $1.00 PER SHARE SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
CUSIP 402582 10 0
THIS IS to Certify that ________________
is the owner of ________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Gulf West
Banks, Inc. transferable only 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 unless countersigned and registered by the
Transfer Agent and Registrar.
Witness, the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.
Dated:____________
/s/ /s/
-------------------------------- -----------------------------------
Secretary President
[CORPORATE SEAL]
Countersigned and Registered:
SunTrust Bank, Atlanta
Transfer Agent and Registrar
Authorized Signature
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GULF WEST BANKS, 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:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - ......... Custodian .........
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act .........................
in common (State)
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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 assigned]
.....................................................
- ------------------------------------------------------------------------------
(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: .....................
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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SIGNATURE(S) GUARANTEED: 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 Ad-15.
