UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
PROFILE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
UNITED STATES TO BE APPLIED FOR
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
45 WAKEFIELD STREET, ROCHESTER, NEW HAMPSHIRE 03867
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
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 number to which this form
relates: 333-146071.
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the portion of the Prospectus under the
heading "Description of Profile Bancorp Capital Stock," filed on September 14,
2007 as part of the Registrant's Registration Statement on Form SB-2, File No.
333-146071, as amended.
ITEM 2. EXHIBITS.
1. Copies of all constituent instruments defining the rights of all
the holders of each class of such securities, including any
contracts or other documents which limit or qualify the rights of
such holders.
(a) Charter
Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form SB-2, File
No. 333-146071, filed on September 14, 2007, as amended.
(b) Bylaws
Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2, File
No. 333-146071, filed on September 14, 2007, as amended.
(c) Plan of Reorganization and Stock Issuance
Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form SB-2, File
No. 333-146071, filed on September 14, 2007, as amended.
2. A copy of the security to be registered hereunder is incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2, File No. 333-146071, filed on September
14, 2007, as amended.
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.
PROFILE BANCORP, INC.
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(Registrant)
Date: January 7, 2008 By: /s/ Kenneth A. Wilman, Jr.
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Kenneth A. Wilman, Jr.
President and Chief Executive Officer