SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION (12b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
TRIANGLE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-1764546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4300 GLENWOOD AVENUE
RALEIGH, NORTH CAROLINA 27612
(Address of principal executive offices) (Zip Code)
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(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
- -------------------------------------- -------------------------
Common Stock, no Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
ALEXANDER M. DONALDSON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TRIANGLE BANCORP, INC.
4300 GLENWOOD AVENUE
RALEIGH, NORTH CAROLINA 27612
(Name and address of agent for service)
(919) 881-0455
(Telephone number, including area code, of agent for service)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of Triangle Bancorp, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Registrant's Common Stock with no par value per share.
Holders of Common Stock are entitled to one vote per share at all meetings of
stockholders. Dividends that may be declared on the Common Stock will be paid in
an equal amount to the holder of each share. No preemptive rights are conferred
upon the holders of Common Stock and there are no liquidation or conversion
rights. There are no redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the Registrant.
Certain provisions of the Company's Articles of Incorporation or bylaws
were designed to make the Company a less attractive target for acquisition by an
outsider who does not have support of the Company's directors. These provisions
(1) provide that only the Chairman of the Board of Directors, the President, the
Secretary or the Board of Directors have the power to call a special meeting of
shareholders; (2) provide for a staggered Board of three classes; (3) provide
that directors may only be removed by the affirmative vote of 75% or more of the
shares entitled to vote; (4) provide that nominations for directors and any
other shareholder proposal may be made only by written notice at least 50 days
before the meeting; (5) provide that certain business combinations will require
the affirmative vote of the holders of at least 80% of the shares entitled to
vote; and (6) provide that at least 75% of the shares entitled to vote must
approve certain amendments to the Articles of Incorporation.
While the foregoing provisions will not necessarily prevent takeover attempts,
they should discourage an attempt to obtain control of the Company in a
transaction not approved by the Company's Board of Directors by making it more
difficult for a third party to obtain control in a short time and impose its
will on the remaining shareholders of the Company.
On March 31, 1995, the Company acquired Atlantic Community Bancorp, Inc., the
parent holding company of Unity Bank & Trust Company ("Unity"). As part of that
transaction, the Company assumed warrants issued by Unity. As of December 1,
1997, a total of 4,200 shares of Common Stock were covered by warrants issued to
ten individuals or entities. The warrants entitle the holders thereof to
purchase shares of Common Stock at a purchase price of $9.17 per share. The
warrants expire on December 31, 2000.
ITEM 2. EXHIBITS
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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, thereunto duly authorized.
TRIANGLE BANCORP, INC.
Date: December 4, 1997 By: /s/ Michael S. Patterson
------------------------
Michael S. Patterson
President and Chief Executive Officer