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 AMERICASBANK CORP. (Exact name of registrant as specified in its charter) Maryland 52-1948980 (State of incorporation or organization) (I.R.S. Employer Identification No.) AmericasBank Corp. 515 East Joppa Road Towson, Maryland 21286 (Address of principal executive office) (Zip Code) If this Form relates to the registration of If this Form relates to the registration a class of debt securities and is effective of a class of debt securities and is to upon filing pursuant to General Instruction become effective simultaneously A(c)(1), please check the following box. |_| 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 $0.01 per share (Title of Class) Item 1. Description of Registrant's Securities to be Registered The Registrant hereby incorporates by reference the description of its Common Stock, $0.01 par value per share, contained under the caption "DESCRIPTION OF CAPITAL STOCK" in its Registration Statement on Form SB-1, Registration No. 333-28881, filed with the Commission on June 10, 1997, as amended to date. This Registration Statement on Form 8-A shall be deemed to incorporate by reference the description of the Common Stock contained in any prospectus subsequently filed by the Registrant pursuant to Rule 424 under the Securities Act of 1933. Item 2. Exhibits Exhibit No. Description Page - ----------- ----------- ---- 1 The section titled "DESCRIPTION OF __ CAPITAL STOCK" included as part of the Registrant's Registration Statement on Form SB-1, Registration No. 333-28881, as amended to date ("Registration Statement on Form SB-1") is incorporated herein by reference. 2 The Articles of Incorporation and the __ Amended and Restated Bylaws of the Registrant filed as Exhibits 2A and 2B to the Registration Statement on Form SB-1, respectively, are hereby incorporated by reference. 3 Specimen of Common Stock certificate __ of the Registrant filed as Exhibit 12B to the Registration Statement on Form SB-1 is incorporated herein by reference. 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. AMERICASBANK CORP. Date: July 31, 1997 By: /s/ J. CLARENCE JAMESON, III ----------------------------- J. Clarence Jameson, III President