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 PHSB FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 25-1894708 ------------ ---------- (State of Incorporation (IRS Employer or Organization) Identification No.) 744 Shenango Road, Beaver Falls, PA 15010 - ----------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d), please check the following box.|_| please check the following box.|X| Securities Act registration statement file number to which this form relates: 333-69180 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which To be so Registered Each Class is to be Registered - ------------------- ------------------------------ None N/A Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.10 per share - --------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ---------------------------------------------- Item 1. Description of Registrant's Securities to be Registered The information set forth under the captions "Restrictions on Acquisition ofPHSB Financial Corporation" and "Description of Capital Stock" in the Prospectus included in Part I of the Registration Statement on Form SB-2 of the registrant, originally filed with the Securities and Exchange Commission on September 10, 2001 (File No. 333-69180), is incorporated by reference in response to this Item 1. Information set forth under the captions "Restrictions on Acquisition of PHSB Financial Corporation" and "Description of Capital Stock" contained in a prospectus relating to SEC File No. 333-69180 and subsequently filed by the registrant pursuant to 17 C.F.R. ss.230.424(b) shall be deemed to be incorporated by reference into this registration statement. Item 2. Exhibits 3(i) Articles of Incorporation of PHSB Financial Corporation* 3(ii) Bylaws of PHSB Financial Corporation* - ------------------ * Incorporated herein by reference to Exhibits 3(i) (Articles of Incorporation) and 3(ii) (Bylaws) to the Registration Statement ofPHSB Financial Corporation (Registration No. 333-69180), which was originally filed with the Securities and Exchange Commission on September 10, 2001. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. PHSB FINANCIAL CORPORATION Date: December 18, 2001 By: /s/James P. Wetzel, Jr. ------------------------------------- James P. Wetzel, Jr. President and Chief Executive Officer