FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PORT FINANCIAL CORP. (Exact name of registrant as specified in its charter) Massachusetts Application Pending (State of incorporation or organization) (I.R.S. Employer Identification No.) 689 Massachusetts Avenue Cambridge, Massachusetts 02139 (Address of principal executive offices) 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: 333-91549 --------- 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 ------------------- ------------------------------ None. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- For a description of the shares of common stock, par value $0.01 per share, of Port Financial Corp. (the "Registrant") being registered hereunder, as required by Item 202 of Regulation S-K, and in accordance with the Instruction to Item 1 of Form 8-A, see the following captions in the Prospectus of the Registrant filed with the Securities and Exchange Commission on November 23, 1999 as part of the Registrant's Registration Statement on Form S-1, Registration No. 333-91549 and all amendments thereto, which captions are incorporated herein by reference: RESTRICTIONS ON ACQUISITION OF PORT FINANCIAL CORP. AND CAMBRIDGEPORT BANK; DESCRIPTION OF CAPITAL STOCK OF PORT FINANCIAL CORP. Item 2. Exhibits. -------- The following Exhibits are either filed as part of this Registration Statement or are incorporated herein by reference: 2.1 Plan of Conversion and Stock Issuance Plan of Cambridgeport Mutual Holding Company* 4.1 Articles of Organization of Port Financial Corp.* 4.2 Bylaws of Port Financial Corp.* 4.3 Form of Stock Certificate of Port Financial Corp.* - --------------- * Exhibit is incorporated herein by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 333-91549), as filed with the Securities and Exchange Commission on November 23, 1999, and all amendments thereto. 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. Port Financial Corp. By: /s/ James B. Keegan ------------------------------------- James B. Keegan President and Chief Executive Officer Dated: January 25, 2000