SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Finger Lakes Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware (To be applied for) - -------------------------------------------------------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 470 Exchange Street, Geneva, New York 14456 - -------------------------------------------------------------------------------- (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) of the Pursuant to Section 12(g) 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: 333-33418 --------- Securities to be registered pursuant to Section 12(b) of the Act. None N/A - -------------------------------------------------------------------------------- (Title of Class) (Name of Each Exchange on Which Each Class is to be Registered) Securities to be registered pursuant to Section 12(g) of the Act: Common Stock par value $.01 per share ------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. - ---------------------------------------------------------------- For a description of the Registrant's securities, reference is made to "Dividend Policy," "The Conversion," "Comparison of Stockholders' Rights," "Description of Capital Stock of Finger Lakes Bancorp," and "Restrictions on Acquisition of Finger Lakes Bancorp" in the Registrant's Registration Statement on Form S-1 (File No. 333-33418), dated March 28, 2000, as amended on August 25, 2000, and September 22, 2000, which is hereby incorporated by reference. For a description of the provisions of the Registrant's Certificate of Incorporation and Bylaws, reference is made to "Comparison of Stockholders' Rights" in the Registrant's Registration Statement on Form S-1 (Registration Number 333-33418) dated March 28, 2000, as amended August 25, 2000, and September 22, 2000. Item 2. Exhibits. - ----------------- 1. Registration Statement on Form S-1 (Registration Number 333-33418) dated March 28, 2000, as amended on August 25, 2000, and September 22, 2000, is hereby incorporated by reference. 2. Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 as filed on March 28, 2000, as amended on August 25, 2000, and September 22, 2000). 3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 as filed on March 28, 2000, as amended on August 25, 2000, and September 22, 2000). 4. Form of Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 as filed on March 28, 2000, as amended on August 25, 2000, and September 22, 2000). 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. FINGER LAKES BANCORP, INC. Date: October 24, 2000 By: /s/ G. Thomas Bowers ------------------------------ G. Thomas Bowers Chairman, President and Chief Executive Officer