SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
BANKVEST CAPITAL CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-3124117
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
200 Nickerson Road, Marlboro, Massachusetts 01752
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
securities pursuant to Section 12(b) pursuant to Section 12(g) of the
of the Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [_] box. [X]
Securities Act registration statement file number to which this form relates:
333-64817
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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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Registrant's Common Stock, $1.00 par value per share,
to be registered hereby is contained in the Registrant's Form S-1 Registration
Statement, filed with the Securities and Exchange Commission on September 30,
1998 (Registration No. 333-64817) pursuant to the Securities Act of 1933, as
amended (the "S-1 Registration Statement"), which information is incorporated
herein by reference pursuant to Rule 12b-23 of the Securities Exchange Act of
1934, as amended.
ITEM 2. EXHIBITS
Exhibit No. Exhibit
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1. Specimen Common Stock Certificate. Filed as Exhibit
4.1 to the S-1 Registration Statement and hereby
incorporated by reference.
2. Restated Articles of Organization of the Registrant, as
amended. Filed as Exhibit 3.1 to the S-1 Registration
Statement and hereby incorporated by reference.
3. Amended and Restated By-Laws of the Registrant. Filed
as Exhibit 3.2 to the S-1 Registration Statement and
hereby incorporated by reference.
4. Agreement of Recapitalization dated ____________, 1998
by and among the Registrant, Primus, PNC Whitney and
certain other stockholders of the Company. Filed as
Exhibit 4.2 to the S-1 Registration Statement and
hereby incorporated by reference.
5. Amended and Restated Stockholders' Agreement dated as
of May 28, 1998 by and among the Registrant, Primus,
PNC Whitney and certain other Stockholders of the
Company. Filed as Exhibit 4.3 to the S-1 Registration
Statement and hereby incorporated by reference.
6. Amended and Restated Registration Rights Agreement
dated February 28, 1997 by and among the Company,
Primus, PNC and Whitney, as amended by that certain
First Amendment to Amended and Restated Registration
Rights Agreement dated May 28, 1998. Filed as Exhibit
4.4 to the S-1 Registration Statement and hereby
incorporated by reference.
7. Purchase Agreement dated as of May 30, 1996, by and
among the Company, Primus and PNC as amended by
Amendment No. 1 dated as of February 28, 1997. Filed
as Exhibit 4.5 to the S-1 Registration Statement and
hereby incorporated by reference.
8. Purchase Agreement dated as of May 28, 1998 by and
among the Company, Primus and PNC. Filed as Exhibit
4.6 to the S-1 Registration Statement and hereby
incorporated by reference.
9. Common Stock Purchase Warrants dated as of May 30, 1996
between the Company and Primus, as amended and restated
by that certain Amended and Restated Common Stock
Purchase Warrants dated as of _____________, 1997.
Filed as Exhibit 4.7 to the S-1 Registration Statement
and hereby incorporated by reference.
10. Securities Purchase Agreement dated as of February 28,
1998 by and between the Company and Whitney. Filed as
Exhibit 4.8 to the S-1 Registration Statement and
hereby incorporated by reference.
11. Vested Warrant dated February 28, 1997 held by Whitney.
Filed as Exhibit 4.10 to the S-1 Registration
Statement. and hereby incorporated by reference.
12. Vesting Warrant dated February 28, 1997 held by
Whitney. Filed as Exhibit 4.11 to the S-1 Registration
Statement and hereby incorporated by reference.
13. Put and Call Agreement dated as of February 28, 1997 by
and between the Company and Whitney. Filed as Exhibit
4.12 to the S-1 Registration Statement and hereby
incorporated by reference.
14. BankVest Capital Corp. 1995 Stock Option Plan. Filed
as Exhibit 10.1 to the S-1 Registration Statement and
hereby incorporated by reference.
15. BankVest Capital Corp. 1998 Employee Stock Ownership
Plan. Filed as Exhibit 10.2 to the S-1 Registration
Statement and hereby incorporated by reference.
16. BankVest Capital Corp. form of Common Stock Warrant.
Filed as Exhibit 10.67 to the S-1 Registration
Statement and hereby incorporated 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.
BANKVEST CAPITAL CORP.
By: /s/ Paul S. Gass
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Paul S. Gass, President,
Chief Executive Officer and
Chairman of the Board of Directors
Dated: October 29, 1998