SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MCB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA 68-0300300
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State of Incorporation IRS Employer ID Number
1248 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
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Address of registrant's principal executive office Zip Code
Securities Act Registration Statement and 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 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), please 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), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
An amended description of the securities registered hereby is
incorporated by reference to Item 5 to the Registrant's Current Report on Form
8-K dated August 21, 2001.
ITEM 2. EXHIBITS.
The Exhibit Index on page E-1 of this Report is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: August 21, 2001 MCB Financial Corporation
By: /s/CHARLES O. HALL
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Charles O. Hall
President & Chief Executive Officer
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EXHIBIT INDEX
No. Description
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4.1 Rights Agreement dated as of January 19, 1999, between MCB Financial
Corporation, a California corporation, and U.S. Stock Transfer
Corporation, including Form of Right Certificate attached thereto as
Exhibit A. Previously filed.
4.2 Amendment to Agreement between MCB Financial Corporation, a California
corporation, and U.S. Stock Transfer Corporation, dated as of August
15, 2001, including an amended Summary of Rights to Purchase Common
Shares attached thereto as Exhibit A. Incorporated by reference to
Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated August
15, 2001.
E-1
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