FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- James Monroe Bancorp, Inc. (Exact name of registrant as specified in its charter) Virginia 54-1941875 (State of incorporation or (IRS Employer Identification organization) Number) 3033 Wilson Boulevard Arlington, Virginia 22201 (Address of principal executive offices) If this Form relates to the If this Form relates to the registration of a class of registration of a class securities securities pursuant to Section 12(b) pursuant to Section 12(g) of the 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: __________________________________ (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 Securities to be registered pursuant to Section 12(g) of the Act. Common Stock, $1.00 par value (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The description of the registrant's common stock, $1.00 par value contained in the registrant's registration statement under the Securities Act of 1933 on Form SB-2 (No. 333-38098) under the caption "Description of the Capital Stock", is incorporated by reference herein and made a part hereof. Item 2. Exhibits. 1. Articles of Incorporation of James Monroe Bancorp, Inc.- Incorporated by reference to Exhibit No. 3(a) to the registrant's registration statement under the Securities Act of 1933 on Form SB-2 (No. 333-38098). 2. Bylaws of James Monroe Bancorp, Inc.- Incorporated by reference to Exhibit No. 3(b) to the registrant's registration statement under the Securities Act of 1933 on Form SB-2 (No. 333-38098). 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 their behalf by the undersigned, thereunto duly authorized. Dated: April 27, 2001 JAMES MONROE BANCORP, INC. By: /s/ John R. Maxwell ------------------------------------ John R. Maxwell, President