SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 SOUTHEASTERN BANKING CORPORATION ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1423423 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 1010 Northway Street Darien, Georgia 31305 --------------------- (Address of principal executive offices, including zip code) If this Form relates to the If this Form relates to the registration of a registration of a class of securities class of securities pursuant to Section 12(g) pursuant to Section 12(b) of the of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(d), please check the to General Instruction A.(c), please following box. [X] check the following box. [ ] Securities Act registration statement file number to which this form relates: 2-72626 - ------- 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 so registered ------------------- --------------------------------- None Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.25 per share --------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. The description of the Registrant's Common stock, par value $10.00 per share as subsequently reduced by an eight-for-one stock split to $1.25, registered hereby is incorporated by reference to the description of the Registrant's capital stock set forth under the headings "Voting Securities and Principal Holders Thereof" and "Modification or Exchange of Securities" in the Registrant's Form S-14 Registration Statement No. 2-72626 (the "Registration Statement"), initially filed with the Securities and Exchange Commission on June 4, 1981 and any amendments to such Registration Statement filed subsequently thereto, including any form of Prospectus to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is deemed to be incorporated by reference into the Registration Statement. Item 2. Exhibits. Exhibit Number Description - ------ ----------- 3.1 Articles of Incorporation (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990) 3.2 Bylaws (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990) 4.1 Specimen Common Stock Certificate 4.2 See Exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining rights of holders of the Common Stock 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. SOUTHEASTERN BANKING CORPORATION By: /s/CORNELIUS P. HOLLAND, III ---------------------------- Cornelius P. Holland, III President Date: April 30, 2001