================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 Comstock Bancorp (Exact name of Registrant as Specified in Its Charter) Nevada 86-0856406 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) c/o Comstock Bank 6275 Neil Road Reno, Nevada 89511 If this Form relates to the If this Form relates to the registration of a class of registration of a class of debt debt securities and is securities and is to become effective upon filing pursuant effective simultaneously with to General Instruction A(c)(1) the effectiveness of a concurrent please check the following registration statement under the box. 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: None Securities to be registered pursuant to Section 12(g)of the Act: Common Stock, par value $.01 per share (Title of Class) ================================================================================ ITEM 1. Description of Registrant's Securities to be Registered. Reference is made to the Registrant's Registration Statement on Form S-4 dated March 25, 1997 (Commission File No. 333-23923), as amended April 14, 1997, and the form of Proxy Statement/Prospectus included therein (the "Registration Statement"). The sections of the Proxy Statement/Prospectus included in the Registration Statement entitled "Description of the Reorganization" and "Description of Bancorp Capital Stock" are hereby incorporated by reference. ITEM 2. Exhibits. Reference is made to Item 21 of the Registration Statement entitled "Exhibits." The following exhibits listed therein are hereby incorporated by reference: (i) Exhibit 3.1, Articles of Incorporation of Comstock Bancorp. (ii) Exhibit 3.2, Bylaws of Comstock Bancorp. 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. COMSTOCK BANCORP Dated: April 16, 1997 By: /s/ Robert N. Barone -------------------- Robert N. Barone Chairman of the Board of Directors, Chief Executive Officer and Treasurer