Copy of Form 8-A - SEC Registration
of Atlantic BancGroup, Inc. Securities pursuant to Section 12(g)
of the
Securities Exchange Act of 1934
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
Atlantic BancGroup, Inc.
(Exact name of registrant as specified in its charter)
Florida EIN 59-3543956
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1315 South Third Street, Jacksonville, Florida 32250
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(Address of principal executive offices) (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
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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 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: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, .01 par value
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(Title of class)
Form 8-A
Atlantic BancGroup, Inc.
Page Two
Item 1. Description of Registrant's Securities to be Registered Pursuant to Item
202 of Regulation S-B Section 228.202.
1. Common Stock Dividend, Voting and Preemption Rights:
Atlantic BancGroup's Articles of Incorporation do not provide for
preemptive rights with respect to the issuance of shares. The holders of
Atlantic BancGroup common stock will have sole voting rights on all matters
required to be voted and acted upon by the shareholders. Holders of Atlantic
BancGroup 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 is subordinate to that of the holders
of Atlantic BancGroup preferred stock, if and when issued. Holders of Atlantic
BancGroup common stock do not have preemptive or other subscription rights, are
not subject to further calls or assessments of Atlantic BancGroup and upon
liquidation are entitled, if and when issued, after payment of the full amount
to which holders of shares of Atlantic BancGroup preferred stock are entitled,
to share ratably in the assets available for distribution to holders of Atlantic
BancGroup capital stock.
2. Preferred Stock, Dividend, Voting, Conversion and Liquidation Rights:
Atlantic BancGroup's Articles of Incorporation authorizes 12,000,000 shares
comprised of 2,000,000 shares of preferred stock and 10,000,000 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 Atlantic BancGroup'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 2,000,000 shares of preferred stock of Atlantic BancGroup
will be issued in the Reorganization.
3. Other Material Rights of Common or Preferred Stockholders:
None.
4. Provisions that would delay, defer or prevent a change in control:
Atlantic BancGroup's Articles of Incorporation provide staggered terms for
its directors, therefore, only one class of directors is subject to reelection
in any one given year.
Atlantic BancGroup's Articles of Incorporation provides that the Board of
Directors, when evaluating any offer of another "Person", to: (i) make a tender
or exchange offer for any equity security of Atlantic BancGroup; (ii) merge or
consolidate Atlantic BancGroup with another corporation or entity; or (iii)
purchase or otherwise acquire all or substantially all of the properties and
assets of Atlantic BancGroup, shall, in connection with the exercise of its
judgment in determining what is in the best interest of Atlantic BancGroup 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 Atlantic BancGroup's Articles of Incorporation, the
Board of Directors may be in a stronger position to oppose a transaction if the
Board concludes that the transaction would not be in the best interests of
Atlantic BancGroup, even if the price offered is significantly greater than the
then market price of any equity security of Atlantic BancGroup. Oceanside Bank's
Articles of Incorporation simply require the vote of a majority of outstanding
shares to approve a proposal to merger or acquire the Bank.
- Debt Securities:
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Registrant is not offering debt securities.
- Other Securities to be Registered:
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None.
Item 2. Exhibits
5. Atlantic BancGroup, Inc. Articles of Incorporation
Documents.
6. Sample Stock Certificate of Atlantic BancGroup, Inc.
7. Form 10-KSB - Annual Report and Disclosure Statement to
shareholders by Oceanside Bank. Effective May 5, 1999.
Atlantic BancGroup, Inc. became the holding company for
Oceanside Bank.
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: Atlantic BancGroup, Inc.
DATE: May 17, 1999
/s/ M. Michael Witherspoon
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BY: M. Michael Witherspoon, Chairman/CEO