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
MICHIGAN HERITAGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-3318018
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
21211 Haggerty Road, Novi, Michigan 48375
(Address of principal executive offices) (Zip Code)
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
(title of class)
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. [ ]
ITEM 1. Description of Registrant's Securities to be Registered
The authorized capital stock of Michigan Heritage Bancorp, Inc. (the
"Company" or the "Registrant") consists of 4,500,000 shares of common stock
(the "Common Stock") and 500,000 shares of preferred stock (the "Preferred
Stock"). Pursuant to the Securities Act of 1933, the Company filed a
Registration Statement on Form SB-2 (File No. 333-17317), as amended, in
order to register 1,150,000 shares of Common Stock. No shares of Preferred
Stock have been issued by the Company nor does the Company have any plans or
intentions to issue any Preferred Stock.
Dividend Rights. Subject to any prior rights of any holders of
Preferred Stock then outstanding, the holders of the Common Stock will be
entitled to dividends when, as and if declared by the Company's Board of
Directors out of funds legally available therefor. Under Michigan law,
dividends may be legally declared or paid only if after the distribution the
corporation can pay its debts as they come due in the usual course of
business and the corporation's total assets equal or exceed the sum of its
liabilities plus the amount that would be needed to satisfy the preferential
rights upon dissolution of any holders of preferred stock then outstanding
whose preferential rights are superior to those receiving the distribution.
Voting Rights. Subject to the rights, if any, of holders of shares
of Preferred Stock then outstanding, all voting rights are vested in the
holders of shares of Common Stock. Each share of Common Stock entitles the
holder thereof to one vote on all matters, including the election of
directors. Shareholders of the Company do not have cumulative voting
rights.
Preemptive Rights. Holders of Common Stock do not have preemptive
rights.
Liquidation Rights. Subject to any rights of any Preferred Stock
then outstanding, holders of Common Stock are entitled to share on a pro
rata basis in the net assets of the Company which remain after satisfaction
of all liabilities.
Classification of the Board of Directors. The Company's Articles of
Incorporation provide for the Board of Directors to be divided into three
classes of directors, each class to be as nearly equal in number as
possible, and the Company's Bylaws provide that the number of directors
shall be fixed by majority of the Board at no fewer than five nor more than
twelve. Pursuant to the Articles of Incorporation, the Company's directors
have been divided into three classes. Two Class I directors have been
elected for a term expiring at the 1998 annual meeting of shareholders, two
Class II directors have been elected for a term expiring at the 1999 annual
meeting of shareholders, and two class III directors have been elected for a
term expiring at the 2000 annual meeting of shareholders (in each case,
until their respective successors are elected and qualified). Subsequent
terms of each class of director will be three years.
Nominations of Director Candidates. The Company's Bylaws include a
provision governing nominations of director candidates. Nominations for the
election of directors may be made by the Board of Directors, a nominating
committee appointed by the Board of Directors or any shareholder entitled to
vote for directors. In the case of a shareholder nomination, the Bylaws
provide certain procedures that must be followed. The shareholder intending
to nominate candidates for election must deliver written notice containing
certain specified information to the Secretary of the Company at least
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders.
Certain Shareholder Action. The Company's Articles of Incorporation
do not permit shareholder action to be taken by written consent by less than
100% of the total shares entitled to vote. In addition, the Company's
Bylaws do not permit shareholders of the Company to call a special meeting
of shareholders or require that the Board call such a special meeting. The
Michigan Business Corporation Act ("MBCA") permits shareholders holding 10%
or more of all of the shares entitled to vote at a meeting to request the
Circuit Court of the County in which the Company's principal place of
business or registered office is located to order a special meeting of
shareholders for good cause shown.
Increased Shareholder Vote for Alteration, Amendment or Repeal of
Article or Bylaw Provisions. The Company's Articles of Incorporation
require the affirmative vote of the holders of at least 75% of the voting
stock of the Company entitled to vote generally in the election of directors
for the alteration, amendment or repeal of, or the adoption of any provision
inconsistent with the foregoing provisions of the Company's Articles of
Incorporation or Bylaws.
Control Share Act. The MBCA regulates the acquisition of "control
shares" of large public Michigan corporations (the "Control Share Act").
The Control Share Act is applicable to the Company and its shareholders.
The Control Share Act establishes procedures governing "control share
acquisitions." A control share acquisition is defined as an acquisition of
shares by an acquiror which, when combined with other shares held by that
person or entity, would give the acquiror voting power, alone or as part of
a group, at or above any of the following thresholds: 20%, 33-1/3% or 50%.
Under the Control Share Act, an acquiror may not vote "control shares"
unless the corporation's disinterested shareholders (defined to exclude the
acquiring person, officers of the target corporation, and directors of the
target corporation who are also employees of the corporation) vote to confer
voting rights on the control shares. The Control Share Act does not affect
the voting rights of shares owned by an acquiring person prior to the
control share acquisition. The Control Share Act entitles corporations to
redeem control shares from the acquiring person under certain circumstances.
In other cases, the Control Share Act confers dissenters' right upon all of
the corporation's shareholders except the acquiring person.
ITEM 2. Exhibits
Exhibit No. Description
- ----------- -----------
1.1 Restated Articles of Incorporation (previously filed as
Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2 (File No. 333-17317) and incorporated herein by
reference).
1.2 Bylaws (previously filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form SB-2 (File No. 333-17317) and
incorporated herein by reference).
1.3 Standstill Agreement, dated March 18, 1997, between
Registrant and certain shareholders (filed herewith).
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, thereunto duly
authorized.
MICHIGAN HERITAGE BANCORP, INC.
By: /s/ ANTHONY S. ALBANESE
Anthony S. Albanese, President
Dated: April 15, 1997
EXHIBIT INDEX
1.3 Standstill Agreement, dated March 18, 1997, between
Registrant and certain shareholders