1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GREATER ATLANTIC FINANCIAL CORP. GREATER ATLANTIC CAPITAL TRUST I
(Exact Name of Registrant as Specified in its (Exact Name of Registrant as Specified in its
Charter) Charter)
DELAWARE DELAWARE
(State of Incorporation or Organization) (State of Incorporation or Organization)
54-1873112 26-6000038
(IRS Employer Identification No.) (IRS Employer Identification No.)
10700 PARKRIDGE BOULEVARD 10700 PARKRIDGE BOULEVARD
SUITE P50 SUITE P50
RESTON, VIRGINIA 20190 RESTON, VIRGINIA 20190
(Address of Principal Executive Offices) (Address of Principal Executive Offices)
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), 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), check the following box. |X|
Securities Act registration statement file numbers to which this form relates:
333-75570 AND 333-75570-01
Securities to be registered pursuant to Section 12(g) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
6.50% CUMULATIVE CONVERTIBLE TRUST PREFERRED SECURITIES
(AND GUARANTEE WITH RESPECT THERETO)
(Title of class)
2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of Greater Atlantic Capital Trust I's 6.50%
Cumulative Convertible Trust Preferred Securities (the "Trust Preferred
Securities") and Greater Atlantic Financial Corp.'s guarantee (the "Guarantee")
being registered hereby, reference is made to the information contained under
the captions "Description of the Convertible Preferred Securities," "Description
of the Convertible Debentures" and "Description of the Guarantee" in the
Prospectus that forms part of the Registration Statement (Registration No.
333-75570 and Registration No. 333-75570-01) filed on December 20, 2001 by
Greater Atlantic Financial Corp. and Greater Atlantic Capital Trust I with the
Securities and Exchange Act of 1933, as amended. The information contained in
the foregoing Registration Statement (the "Registration Statement"), and the
Prospectus, are incorporated herein by reference. Definitive copies of the
Prospectus describing the Trust Preferred Securities will be filed pursuant to
Rule 424(b) or pursuant to an amendment to the Registration Statement under the
Securities Act of 1933 and the above-referenced sections therein shall be
incorporated by reference into this registration statement on Form 8-A.
ITEM 2. EXHIBITS.
4.3 Form of Indenture for Convertible Junior Subordinated Debentures
(incorporated by reference to Exhibit 4.3 to the Registration
Statement).
4.4 Form of Convertible Junior Subordinated Debenture (incorporated by
reference to Exhibit 4.4 to the Registration Statement which is
included as Exhibit A to Exhibit 4.3 to the Registration Statement).
4.5 Certificate of Trust of Greater Atlantic Capital Trust I
(incorporated by reference to Exhibit 4.5 to the Registration
Statement).
4.6 Trust Agreement of Greater Atlantic Capital Trust I (incorporated by
reference to Exhibit 4.6 to the Registration Statement).
4.7 Form of Amended and Restated Trust Agreement of Greater Atlantic
Capital Trust I (incorporated by reference to Exhibit 4.7 to the
Registration Statement).
4.8 Form of Convertible Preferred Securities Certificate of Greater
Atlantic Capital Trust I (incorporated by reference to Exhibit 4.8
to the Registration Statement which is included as Exhibit D to
Exhibit 4.7 to the Registration Statement).
4.9 Form of Convertible Preferred Securities Guarantee Agreement of
Greater Atlantic Capital Trust I (incorporated by reference to
Exhibit 4.9 to the Registration Statement).
3
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each of the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 5, 2002
GREATER ATLANTIC CAPITAL TRUST I
(Registrant)
By: /s/ Carroll E. Amos
-----------------------------------
Carroll E. Amos
Administrative Trustee
By: /s/ David E. Ritter
-----------------------------------
David E. Ritter
Administrative Trustee
By: /s/ Charles W. Calomiris
-----------------------------------
Charles W. Calomiris
Administrative Trustee
GREATER ATLANTIC FINANCIAL CORP.
(Registrant)
By: /s/ Carroll E. Amos
--------------------------------------
Carroll E. Amos
President and Chief Executive Officer