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 - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Federal To Be Applied For - ----------------------------------------------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 300 Mamaroneck Avenue, Mamaroneck, New York 10543-2647 - ----------------------------------------------------------------- (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 is effective pursuant to General Instruction A.(c), General Instruction A.(d), please check the following please check the following box. / / box. /X/ Securities Act registration statement file number to which this form relates: 333-57377 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 $.10 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 "Description of Capital Stock," "Dividends" and "Market for the Common Stock" in the Registrant's Registration Statement on Form S-1 (File No. 333-57377) which is hereby incorporated by reference. For a description of the provisions of the Registrant's Stock Holding Company Charter and Bylaws that may render a change in control of the Registrant more difficult, reference is made to "Restrictions on the Acquisition of the Company" in the Registrant's Prospectus referenced above. Item 2. Exhibits. 1. Registration Statement on Form S-1 (Registration Number 333-57377) dated June 19, 1998 is hereby incorporated by reference. 2. Stock Holding Company Charter (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S- 1 as filed on June 19, 1998). 3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 as filed on June 19, 1998). 4. Specimen Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 as filed on June 19, 1998). 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 (In Formation) Date: August 17, 1998 By: \s\ Richard P. McStravick ------------------------------ Richard P. McStravick President and Chief Executive Officer