FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE SAFETY FUND CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2532311 - ------------------------- ------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 470 Main Street Fichburg, Massachusetts 01420 - ------------------------- ------------------------- (Address of principal (Zip Code) executive offices) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of each class Name of each exchange on to be so registered which each class is to be registered None None - ------------------------- ------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [_] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, par value $5.00 per share --------------------------------------- (Title of class) Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Common Stock. The Registrant is authorized to issue up to 3,200,000 shares ------------ of common stock, par value $5.00 per share (the "Common Stock"). Holders of Common Stock are entitled to one vote per share for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to the holders of outstanding shares of preferred stock, if any, the holders of Common Stock are entitled to receive such lawful dividends as may be declared by the Board of Directors. In the event of a liquidation, dissolution or winding up of the affairs of the Registrant, after payment to the holders of any shares of preferred stock then issued and outstanding of the amounts to which they are entitled, the holders of the Common Stock shall be entitled to share ratably in all assets of the Registrant then remaining subject to distribution to its stockholders. The Common Stock has no preemptive, redemptive, conversion or subscription rights. All outstanding shares of Common Stock are fully paid and non-assessable. Preferred Stock. The Registrant is authorized to issue up to 100,000 shares --------------- of preferred stock, $10.00 par value per share ("Preferred Stock"). No shares of Preferred Stock have been issued. The Board of Directors is authorized, subject to limitations prescribed by Massachusetts law, to provide for the issuance of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the voting powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, without further vote or action by the stockholders. The Board of Directors is authorized to issue Preferred Stock with voting, conversion and other rights and preferences that could adversely affect the voting power or other rights of the holders of Common Stock. Anti-takeover Effects of Provisions of the Registrant's Articles of ------------------------------------------------------------------- Organization and By-laws. The Registrant's Articles of Organization, as amended - ------------------------ (the "Charter"), and Amended and Restated By-laws (the "By-laws") contain certain provisions that could discourage potential takeover attempts and make more difficult attempts by stockholders to change the Registrant's management. Under the Registrant's Charter and By-laws, the Board of Directors is divided into three classes, as nearly equal in number as possible, with the directors in each class serving a term of three years and until their successors are elected and qualified. There is no cumulative voting. The By-laws provide that the size of the Registrant's Board of Directors may be decreased, enlarged or otherwise fixed from time to time by the directors. In addition, the By-laws provide -2- that the Board of Directors may not be enlarged by the addition of more than two directors in any year, subject to waiver by two-thirds of the directors or two- thirds of the stockholders. The Charter further provides that no person shall be eligible to be a director of the Registrant unless the person is not, and has not been for a period of at least six months prior to the date of his election, an officer or director of any bank (other than a subsidiary of the Registrant), any bank holding company or any company in competition with the Registrant or any subsidiary thereof. This requirement may be waived by the affirmative vote of at least two-thirds of the stockholders or two-thirds of the directors then in office. The Registrant's By-laws provide that nominations for directors may not be made by stockholders at any annual or special meeting thereof unless the stockholder intending to make a nomination notifies the Registrant of his intentions in advance of the meeting and furnishes to the Registrant certain information regarding himself and the intended nominee. The Registrant's By-laws also require advance notice of any proposal to be brought by a stockholder before any annual or special meeting of stockholders and the provision of certain information to the Registrant regarding such stockholder and others known to be supporting such proposal and any material interest they may have in the proposal. If the Registrant has a class of voting securities registered under the Securities Exchange Act of 1934, the By-laws provide that stockholders holding at least 40% of the voting power of the Registrant may direct the Registrant to call a special meeting of stockholders. If the Registrant does not have a class of voting securities so registered, the holders of 10% of the voting power could cause such a meeting to be called. The By-laws require that certain Board actions must be approved by the vote of at least a majority of the "Continuing Directors" whenever there is an "Interested Stockholder" of the Registrant. The term "Interested Stockholder," which is defined in the By-laws, generally includes any person who or which is the beneficial owner of 10% or more of the voting stock of the Registrant. The term "Continuing Directors," which is defined in the By-laws, generally means any director of the Registrant who is not affiliated with the Interested Stockholder. The actions that require the approval of the Continuing Directors whenever there is an Interested Stockholder include, among other things, (i) decreasing, enlarging or otherwise fixing the size of the Board of Directors, (ii) nominating candidates to serve as director, (iii) filling Board vacancies, (iv) removing officers from office, and (v) making determinations about stockholder compliance with advance notice and informational requirements. The Registrant's Charter contains a "fair price" provision (the "Fair Price Provision") which provides that certain business -3- combination transactions (a "Subject Transaction"), such as the sale, lease, exchange, transfer or distribution of all or substantially all of the Registrant's property or assets and the merger or consolidation of the Registrant, may not be consummated unless the Subject Transaction is approved (in addition to any approval or consent required by law) by (a) the holders of at least 80% of the voting power of the Registrant and at least a majority of the shares of each class of stock of the Registrant outstanding and entitled to vote which are not owned by the Receiving Entity (as such term is defined in the Fair Price Provision), (b) at least 80% of the Unaffiliated Directors (as such term is defined in the Fair Price Provision) or (c) by a majority of Unaffiliated Directors prior to the date on which the Receiving Entity first acquired any shares of stock of the Registrant. A Subject Transaction is not subject to the foregoing approval requirements if it is approved by the holders of a majority of the voting power of the Registrant and a majority of the shares of each class of stock of the Registrant outstanding and entitled to vote which are not owned by the Receiving Entity or any stockholder of the Receiving Entity and certain minimum price requirements are met. The affirmative vote of the holders of at least 80% of the voting power of the Registrant is required to amend or repeal the Fair Price Provision. The By-laws also contain supermajority voting requirements to approve certain amendments to the By-laws. Certain specified provisions of the By-laws may only be amended by the affirmative vote of at least 80% of the directors then in office or the affirmative vote of the holders of at least 80% of the voting power of the Registrant. The By-laws also specify certain provisions that may not be amended by the directors. ITEM 2. EXHIBITS. The following Exhibits are filed with this Registration Statement: 1. Articles of Organization of the Registrant, as amended, are incorporated by reference herein from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. 2. Amended and Restated By-laws of the Registrant are incorporated by reference herein from the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1994. -4- 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. THE SAFETY FUND CORPORATION Date: May 3, 1995 By: /s/ Christopher W. Bramley --------------------------------- Christopher W. Bramley President and CEO -5-