FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FPB Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Florida 65-1147861
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1301 S.E. Port St. Lucie Boulevard
Port St. Lucie, Florida 34952
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(Address of principal executive officers) (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
N/A N/A
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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 Exchanges 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:
N/A (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, $0.01 par value
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(Title of class)
Form 8-A
FPB Bancorp, Inc.
Page 2
Item 1. Description of Registrant's securities to be Registered Pursuant to Item
202 of Regulation S-B ss.228.202.
(a) Common or Preferred Stock.
1. Common Stock Dividend, Voting and Preemption Rights:
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FPB Bancorp Inc.'s ("FPB") Articles of Incorporation do not provide for
preemptive rights with respect to the issuance of shares. The holders of FPB
common stock will have sole voting rights on all matters required to be voted
and acted upon by the shareholders. Holders of FPB common stock are entitled to
receive dividends, if any, when and as declared by the Board of Directors out of
funds legally available to pay dividends. The right to receive dividends may be
subordinate to that of the holders of FPB preferred stock, if and when issued.
Holders of FPB common stock do not have preemptive or other subscription rights,
are not subject to further calls or assessments of FPB and upon liquidation are
entitled, after payment of any amount to which holders of shares of FPB
preferred stock are entitled, to share ratably in the assets available for
distribution to holders of FPB capital stock.
2. Preferred Stock, Dividend, Voting, Conversion and Liquidation Rights:
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FPB's Articles of Incorporation authorize 6,000,000 shares comprised of
1,000,000 shares of preferred stock and 5,000,000 shares of common stock each
having a par value of $0.01 per share. The number of shares of capital stock
were authorized to provide FPB's Board of Directors the flexibility to issue
additional shares, without further shareholder approval, for proper corporate
purposes, including financing, acquisitions, stock dividends, stock splits,
employee stock options and other similar purposes. None of the 1,000,000 shares
of preferred stock will be issued at this time.
3. Other Material Rights of Common or Preferred Stockholders:
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None.
4. Provisions that would delay, defer or prevent a change in control:
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FPB's Articles of Incorporation provide for three one-year staggered terms
for its directors, therefore, only one class of directors is subject to
reelection in ay one given year.
FPB's Articles of Incorporation provide that the Board of Directors, when
evaluating any offer to: (i) make a tender or exchange offer for any equity
security of FPB; (ii) merge or consolidate FPB with another corporation or
entity; or (iii) purchase or otherwise acquire all or substantially all of the
properties and assets of FPB, shall, in conjunction with the exercise of its
judgment in determining what is in the best interest of FPB and its
shareholders, give due consideration to all relevant factors involved, as
defined therein. While this authority of the Board is generally recognized, by
having this provision in FPB's Articles of Incorporation, the Board of Directors
may be in a stronger position to oppose a transaction if the Board occludes that
the transaction would not be in the best interest of FPB, even if the price
offered is significantly greater than the then market price of any equity
security of FPB.
Form 8-A
FPB Bancorp, Inc.
Page 3
(b) Debt Securities:
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FPB is not offering or registering debt securities.
(c) Other Securities to be Registered:
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None.
Item 2. Exhibits
3.1. FPB Bancorp, Inc.'s Articles of Incorporation.
3.2. FPB Bancorp, Inc.'s Bylaws
4.1. Sample Stock Certificate of FPB Bancorp, Inc.
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.
REGISTRANT: FPB Bancorp, Inc.
DATE: September 14, 2001
BY: /s/ David W. Skiles
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David W. Skiles, President/CEO