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
PNB Financial Group, Inc.
(Exact name of registrant as specified in its charger)
California 95-3847640
(State of incorporation or organization) (IRS Employer Identification No.)
4665 MacArthur Court 92660
Newport Beach, California (Zip Code)
(Address of principal executive offices)
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
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None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates
__________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The Amended Articles of Incorporation PNB Financial Group, Inc. (the
"Company") authorize the issuance of 20,000,000 shares of Common Stock, no par
value, of which approximately 2,760,618 shares were outstanding as of June 18,
1998. The outstanding shares are fully paid and nonassessable.
Holders of shares of Common Stock are entitled to one vote for each share
on all matters to be voted on by the shareholders and, upon the giving of notice
as required by law, are entitled to cumulate their votes in the election of
directors. Holders of shares of Common Stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time, by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
shares of Common Stock are entitled to share pro rata in all assets remaining
after payment in full of all liabilities. Holders of Common Stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.
Item 2. Exhibits.
Exhibit Description
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3.1 Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to
the Company's 1989 Annual Report on Form 10-K and incorporated herein by
reference.
3.2 Amended Articles of Incorporation of the Company, filed as Exhibit 3.3 to
the Company's 1990 Annual Report on Form 10-K and incorporated herein by
reference.
3.3 Bylaws of the Company, filed as Exhibit 6 to the Company's Registration
Statement on Form S-14 (File No. 2-78580) and incorporated herein by
reference.
4.1 Specimen certificate representing the Company's Common Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Exchange Act Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PNB Financial Group, Inc., a California
corporation (Registrant)
Dated: June 18, 1998 By: /s/ Doug L. Heller
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Doug L. Heller
Chief Financial Officer