SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Civic BanCorp
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(Exact Name of Registrant as Specified in Its Charter)
California 68-0022322
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
2101 Webster Street, Oakland, California 94612
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |_| following box. |X|
Securities Act registration statement file number to which this form
relates: _________
(If applicable)
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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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On January 4, 2002, Civic BanCorp (the "Company") and Mellon Investor
Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) as
Rights Agent (the "Rights Agent"), entered into Amendment No. 1 (the
"Amendment") to the Rights Agreement, dated November 8, 1996, between the
Company and the Rights Agent (the "Rights Agreement"). The Amendment eliminates
the redemption provisions in the Rights Agreement and provides for termination
of the rights at the election of the Civic BanCorp Board of Directors. The
effective date of the Amendment is January 4, 2002.
The text of the Amendment is attached as Exhibit 4.1 and incorporated
herein by reference. The foregoing description of the Amendment is qualified by
reference to Exhibit 4.1.
Item 2. Exhibits.
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4.1. Amendment No. 1 to Rights Agreement, dated as of November 8, 1996,
between Civic BanCorp and Mellon Investor Services, LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
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: January 7, 2002 CIVIC BANCORP
By: /s/ Herbert C. Foster
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Name: Herbert C. Foster
Title: President and Chief
Executive Officer
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