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 Greene County 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.) 425 Main Street, Catskill, New York 12414-1300 - ------------------------------------------------------------------------------- (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: 333-63681 --------- 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 of the Company," "Dividend Policy" and "Market for Common Stock" in the Registrant's Registration Statement on Form SB-2 (File No. 333-63681) which is hereby incorporated by reference. For a description of the provisions of the Registrant's Certificate of Incorporation and Bylaws that may render a change in control of the Registrant more difficult, reference is made to "Restrictions on Acquisition of the Company" in the Registrant's Prospectus referenced above. Item 2. Exhibits. - ----------------- 1. Registration Statement on Form SB-2 (Registration Number 333-63681) dated September 18, 1998 is hereby incorporated by reference. 2. Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form SB-2 as filed on September 18, 1998). 3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form SB-2 as filed on September 18, 1998). 4. Specimen Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form SB-2 as filed on September 18, 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. GREENE COUNTY BANCORP, INC. Date: December 7, 1998 By: --------------------------------------- J. Bruce Whittaker President and Chief Executive Officer 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. GREENE COUNTY BANCORP, INC. Date: December 7, 1998 By: /s/ J. Bruce Whittaker -------------------------------------- J. Bruce Whittaker President and Chief Executive Officer