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 Sound Federal 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.) 300 Mamaroneck Avenue, Mamaroneck, New York 10543 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to General is effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box.| | the following box.: |X| Securities Act registration statement file number to which this form relates: 333-91498 --------- 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 $0.01 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 "Our Dividend Policy," "The Conversion," "Comparison of Stockholders' Rights," "Description of Capital Stock of Sound Federal Bancorp, Inc. Following the Conversion," and "Restrictions on Acquisition of Sound Federal Bancorp, Inc.," in the Registrant's Registration Statement on Form S-1 (File No. 333-99767), as filed September 19, 2002 and as amended on November 5, 2002, 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 333-99767) dated September 19, 2002, as amended on November 5, 2002. Item 2. Exhibits. 1. Registration Statement on Form S-1 (Registration Number 333-99767) as filed September 19, 2002, as amended on November 5, 2002, 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 September 19, 2002, as amended on November 5, 2002). 3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 as filed September 19, 2002, as amended on November 5, 2002). 4. Form of Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 as filed September 19, 2002, as amended on November 5, 2002). 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. SOUND FEDERAL BANCORP, INC. Date: December 31, 2002 By: /s/ Richard P. McStravick ------------------- ---------------------------------- Richard P. McStravick President and Chief Executive Officer