SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 8-A __________________________________ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PBOC HOLDINGS, INC. - --------------------------------------------------------------------------- (Exact name of registrant as specified in its articles of incorporation) Delaware 33-0220233 - ---------------------------- ------------------------ (State of incorporation or (I.R.S. Employer organization) Identification No.) 5900 Wilshire Boulevard Los Angeles, California 90036 - --------------------------- ------------------------ (Address of principal (Zip Code) executive offices) If this form relates If this form relates to the registration of to the registration of a class of securities a class of securities pursuant to Section pursuant to Section 12(b) of the Exchange 12(g) of the Exchange Act and is effective Act and is effective pursuant to General pursuant to General Instruction A.(c), Instruction A.(d), please check the please check the following box. ( ) following box. (X) Securities Act registration statement file number to which this form relates: 333-48397 (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share -------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered See "Description of Capital Stock" in the Prospectus included in PBOC Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-48397) which is hereby incorporated by reference. Item 2. Exhibits 3.1.2* Amended and Restated Certificate of Incorporation of Registrant 3.2.1* Bylaws of the Registrant 4.1* Form of Common Stock certificate of Registrant *Previously filed with the Securities and Exchange Commission as exhibits to PBOC Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-48397). Such exhibits are incorporated herein by reference. 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. PBOC HOLDINGS, INC. Date: May 6, 1998 By: /s/ J. Michael Holmes --------------------- J. Michael Holmes 3