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
Peoples Bankcorp, Inc.
- ----------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York [Application Pending]
- ----------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
825 State Street, Ogdensburg, New York 13669
- ----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following
box. [X]
Securities Act registration statement file number to which this
form relates: 333-63625
---------
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.
The information required by this Item is included under the
captions "Description of Capital Stock" (pages 83-84),
"Dividends" (page 9), "Market for the Common Stock" (page 10),
"Restrictions on Acquisitions of the Company" (pages 78-83), "The
Conversion -- Restrictions on Sales and Purchases of Shares by
Directors and Officers" (page 31), "The Conversion -- Effects of
Conversion to Stock Form on Depositors and Borrowers of
Ogdensburg Federal Savings and Loan Association -- Liquidation
Account" (pages 20-21) and "The Conversion -- Restrictions on
Repurchase of Shares" (page 31) of the Prospectus included as
part of the Registrant's Registration Statement on Form SB-2,
File No. 333-63625, declared effective on November 12, 1998 (the
"Form SB-2").
Item 2. Exhibits.
The following documents are either filed or incorporated by
reference as exhibits to this registration statement as
indicated:
1. Specimen Common Stock Certificate of Peoples
Bankcorp, Inc.
2. (a) Certificate of Incorporation of Peoples
Bankcorp, Inc. (incorporated by reference to
Exhibit 3.1 to the Form SB-2 (File No. 333-
63625)).
(b) Bylaws of Peoples Bankcorp, Inc. (incorporated
by reference to Exhibit 3.2 to the Form SB-2
(File No. 333-63625)).
(c) Plan of Conversion of Ogdensburg Federal Savings
and Loan Association (incorporated by reference
to Exhibit 99.2 to the Form SB-2 (File No. 333-
63625)).
2
EXHIBIT INDEX
-------------
Exhibit
Number
- -------
1 Specimen Common Stock Certificate of Peoples
Bankcorp, Inc.
2(a) Certificate of Incorporation of Peoples Bankcorp,
Inc. (incorporated by reference to Exhibit 3.1 to the
Form SB-2)
2(b) Bylaws of Peoples Bankcorp, Inc. (incorporated by
reference to Exhibit 3.2 to the Form SB-2)
2(c) Plan of Conversion of Ogdensburg Federal Savings and
Loan Association (incorporated by reference to
Exhibit 99.2 to the Form SB-2)
3
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.
Peoples Bankcorp, Inc.
--------------------------------------
(Registrant)
Date: December 28, 1998 By:/s/ Robert E. Wilson
----------------------------------
Robert E. Wilson
President, Chief Executive Officer
and Chief Financial Officer
4