SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRST INTERNATIONAL BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1151731 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) One Commercial Plaza, Hartford, Connecticut 06103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon filing securities and is to become effective simultaneously with the pursuant to General effectiveness of a concurrent Instruction A(c)(1) please check registration statement under the the following box. [_] Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [_] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class of Name of each exchange on which securities to be registered each class is to be registered - --------------------------- -------------------------------- None. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ---------------------------------------------- Item 1. Description of Registrant's Securities to be Registered - ---------------------------------------------------------------- The information required by Item 202 of Regulation S-K is included under the heading "Description of Capital Stock" in the form of prospectus included in the Registrant's Registration Statement on Form S-1, File No. 333-31339, as amended, including any form of the prospectus contained therein subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Registration Statement"), which shall be deemed to be and is hereby incorporated herein by reference. Item 2. Exhibits - ----------------- 1. The Amended and Restated Certificate of Incorporation of the Registrant which was filed as Exhibit 3.1 to the Registration Statement and is incorporated herein by reference. 2. The Amended and Restated By-laws of the Registrant which was filed as Exhibit 3.2 to the Registration Statement and is incorporated herein by reference. 3. A specimen copy of the certificate representing shares of the Registrant's Common Stock which was filed as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. 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. FIRST INTERNATIONAL BANCORP, INC. /s/ Leslie A. Galbraith By:_______________________________________ Name: Leslie A. Galbraith Title: Executive Vice President and Chief Financial Officer DATED: July 22, 1997