FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MARKET FINANCIAL CORPORATION _________________________________________________________________________ (Exact name of registrant as specified in its charter) OHIO 31-0462464 ________________________ ____________________________________ (State of incorporation) (I.R.S. Employer Identification No.) 7522 HAMILTON AVENUE, MT. HEALTHY, OHIO 45231 _________________________________________________________________________ (Address of principal executive offices) (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 NONE NONE ______________ ______________ If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. _____ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration 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(g) of the Act: Common shares, no par value ______________________________ (Title of Class) Index to Exhibits is on page 4. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The information with respect to the Common Shares of Market Financial Corporation (the "Registrant") contained in the Prospectus of the Registrant, which is a part of the Registrant's Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 10, 1997, on pages 73 and 74 under the heading "DESCRIPTION OF AUTHORIZED SHARES" and under the headings cross referenced on such pages is incorporated herein by reference. Item 2. Exhibits. 1 Form of certificate of common shares of Market Financial Corporation 2(a) Articles of Incorporation of Market Financial Corporation 2(b) Certificate of Amendment to the Articles of Incorporation of Market Financial Corporation, dated July 22, 1996 2(c) Code of Regulations of Market Financial Corporation -2- 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. MARKET FINANCIAL CORPORATION ____________________________ (Registrant) Date: March 11, 1997 By: /s/ John T. Larimer ____________________________ John T. Larimer President -3- MARKET FINANCIAL CORPORATION REGISTRATION STATEMENT ON FORM 8-A INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT ------- ------- 1 Form of certificate of common shares of Market Financial Corporation 2(a) Articles of Incorporation Incorporated herein of Market Financial by reference to the Corporation Registration Statement on Form S-1, filed with the Securities and Exchange Commission on August 16, 1996 (the "Registration Statement on Form S-1"), Exhibit 3.1 2(b) Certificate of Amendment Incorporated herein to the Articles of by reference to the Incorporation of Market Registration Financial Corporation Statement on Form S-1, Exhibit 3.2 2(c) Code of Regulations of Incorporated herein Market Financial by reference to the Corporation Registration Statement on Form S-1, Exhibit 3.3 -4-