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
PACIFIC COMMUNITY BANKING GROUP
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(Exact name of registrant as specified in its charter)
California 33-0778067
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(State of Incorporation) (I.R.S. Employer Identification No.)
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23332 Mill Creek Drive, Suite 230, Laguna Hills, California 92653
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(Address of principal executive offices and ZIP Code)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE CHECK THE
FOLLOWING BOX. / /
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY 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(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 None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Ten-Year Warrants
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the section entitled "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1, which includes a
prospectus to be filed under Rule 424(b) of the Securities Act of 1933, as
amended.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement:
1.1 Specimen Stock Certificate for Registrant's Common Stock. (1)
2.1 Articles of Incorporation of Registrant, as amended. (2)
2.2 Certificate of Amendment to Articles of Incorporation of Registrant. (3)
2.3 Restated Bylaws of Registrant, as amended. (4)
2.4 Form of Warrant to Purchase Stock of Pacific Community Banking Group. (5)
2.5 Registrant's 1999 Stock Option Plan. (6)
2.6 Shareholder Agreement. (7)
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(1) Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 filed on July 6, 1999,
File No. 333-76403.
(2) Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 filed on April 16, 1999, File No.
333-76403.
(3) Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 filed on April 16, 1999, File No.
333-76403.
(4) Incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 filed on April 16, 1999, File No.
333-76403.
(5) Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 filed on April 16, 1999, File No.
333-76403.
(6) Incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the
Registrant's Registration Statement on Form S-1 filed on July 27, 1999,
File No. 333-76403.
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(7) Incorporated by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 filed on April 16, 1999, File
No. 333-76403.
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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.
Dated: July 27, 1999. Pacific Community Banking Group
By: /s/ E. Lynn Caswell
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E. Lynn Caswell, Chief Executive
Officer and Chairman
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1 Specimen Stock Certificate for Registrant's Common Stock. (1)
2.1 Articles of Incorporation of Registrant, as amended. (2)
2.2 Certificate of Amendment to Articles of Incorporation of
Registrant. (3)
2.3 Restated Bylaws of Registrant, as amended. (4)
2.4 Form of Warrant to Purchase Stock of Pacific Community Banking
Group.(5)
2.5 Registrant's 1999 Stock Option Plan. (6)
2.6 Shareholder Agreement. (7)
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(1) Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 filed on July 6, 1999, File
No. 333-76403.
(2) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 filed on April 16, 1999, File No. 333-76403.
(3) Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 filed on April 16, 1999, File No. 333-76403.
(4) Incorporated by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 filed on April 16, 1999, File No. 333-76403.
(5) Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 filed on April 16, 1999, File No. 333-76403.
(6) Incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the
Registrant's Registration Statement on Form S-1 filed on July 27, 1999,
File No. 333-76403.
(7) Incorporated by reference to Exhibit 10.5 to the Registrant's Registration
Statement on Form S-1 filed on April 16, 1999, File No. 333-76403.