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 PEOPLES OHIO FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) OHIO 31-1795575 - --------------------------- ---------------------------------- (State of incorporation) (I.R.S. Employer Identification No.) 635 SOUTH MARKET STREET, TROY, OHIO 45373 (Address of principal executive offices) (Zip Code) 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 NONE ------------------------- ------------------------ If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.[ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[X] Securities to be registered pursuant to Section 12(g) of the Act: COMMON SHARES, NO PAR VALUE --------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The information with respect to the common shares of Peoples Ohio Financial Corporation (the "Registrant"), which is part of the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 31, 2001, on pages 44 through 47 under the heading "DESCRIPTION OF PEOPLES OHIO COMMON SHARES" and under the headings cross referenced on such pages is incorporated herein by reference. Item 2. EXHIBITS. 1 Form of certificate of common shares of Peoples Ohio Financial Corporation 2(a) Articles of Incorporation of Peoples Ohio Financial Corporation, as amended 2(b) Amended and Restated Code of Regulations of Peoples Ohio Financial Corporation -2- 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. PEOPLES OHIO FINANCIAL CORPORATION ---------------------------------- (Registrant) Date: January 31, 2002 By: /s/Ronald B. Scott ------------------------------------- Ronald B. Scott President -3- PEOPLES OHIO FINANCIAL CORPORATION REGISTRATION STATEMENT ON FORM 8-A INDEX TO EXHIBITS ----------------- EXHIBIT NO. EXHIBIT ----------- ------- 1 Form of certificate of common shares of Peoples Ohio Financial Corporation 2(a) Articles of Incorporation of Peoples Ohio Financial Corporation 2(b) Code of Regulations of Peoples Ohio Financial Corporation -4-