1 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 SUN COMMUNITY BANCORP LIMITED (Exact name of registrant as specified in its charter) Arizona 86-0878747 - ---------------------------------------------------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2777 East Camelback Road, Suite 101, Phoenix, Arizona 85016 - ----------------------------------------------------- ----------------- (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: 333-76719 (If applicable) 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. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description under the heading "Description of Capital Stock" relating to the Registrant's Common Stock, no par value, in the Prospectus included in the Registrant's Registration Statement on Form S-1 (File No. 333-76719) filed with the Securities and Exchange Commission on April 21, 1999, as amended, and the description under the heading "Description of Capital Stock" relating to the Common Stock in the Registrant's final Prospectus to be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, is incorporated herein by reference. ITEM 2. EXHIBITS 3.1 Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (File No. 333-76719). 3.2 Amendment to Articles of Incorporation of the Registrant. 3.3 Amended and Restated Bylaws of the Registrant. 3 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. SUN COMMUNITY BANCORP LIMITED Dated: May 25, 1999 By: /s/ Cristin Reid English ----------------------------------- Cristin Reid English Vice President and General Counsel 4 Index to Exhibits 3.1 Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (File No. 333-76719). 3.2 Amendment to Articles of Incorporation of the Registrant. 3.3 Amended and Restated Bylaws of the Registrant.