UNITED STATES 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 Federal Banc of the Southwest, Inc. ----------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 85-0453611 -------------------------------------- ------------------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 300 North Pennsylvania Avenue, Roswell, New Mexico 88201 - --------------------------------------------------- ----- (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: 333-120729 ---------- Securities to be registered pursuant to Section 12(b) of the Act. None N/A ------------------- ----------------------------- (Title of Each Class (Name of Each Exchange on Which To Be So Registered) 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 "Market Price and Dividend Information," "The Merger," "The Merger Agreement," "Description of First Federal Common Stock," and "Restrictions on Acquisition of First Federal" in the Registrant's Registration Statement on Form S-4 (Registration Number 333-120729), as filed with Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005, 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 ""Description of First Federal Common Stock," "Comparison of Rights of Stockholders" and "Restrictions on Acquisition of First Federal" in the Registrant's Registration Statement on Form S-4 (Registration Number 333-120729), as filed with the Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005, which is hereby incorporated by reference. Item 2. Exhibits. -------- 1. Registration Statement on Form S-4 (Registration Number 333-120729) as filed with Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005, is hereby incorporated by reference. 2. Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-4 as filed with Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005). 3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-4 as filed with Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005). 4. Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 as filed with Securities and Exchange Commission on November 23, 2004 and as amended on February 1, 2005, March 8, 2005 and March 24, 2005). SIGNATURES 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 FEDERAL BANC OF THE SOUTHWEST, INC. Date: April 8, 2005 By: /s/ George A. Rosenbaum, Jr. -------------------------------- George A. Rosenbaum, Jr. Executive Vice President and Chief Financial Officer