-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYEO9m8mBhmvlEGRG62LDkZRRPnmJjlqAjLaZnaZZiiI7K5S83wd+iFFC97naQcU BcC97V5h0qsrcq9Pqvbbaw== 0000904280-97-000230.txt : 19971124 0000904280-97-000230.hdr.sgml : 19971124 ACCESSION NUMBER: 0000904280-97-000230 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH COUNTRY BANCORP INC CENTRAL INDEX KEY: 0001044676 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-23409 FILM NUMBER: 97726508 BUSINESS ADDRESS: STREET 1: 130 WEST 2ND ST CITY: SALIDA STATE: CO ZIP: 81201 BUSINESS PHONE: 7195392516 MAIL ADDRESS: STREET 1: 130 WEST 2ND STREET CITY: SALIDA STATE: CO ZIP: 81201 8-A12G 1 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 High Country Bancorp, inc. - ---------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Colorado Requested - ---------------------------------------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 130 West 2nd Street, Salida, Colorado 81201-0309 - ---------------------------------------------------------------- (Address of Principal Executive Offices) (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(g) of the Act: Common Stock, par value $.01 per share -------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The information required by this Item is included under the captions "Description of Capital Stock" (pages 87-88), "Dividend Policy" (pages 8-9), "Market for the Common Stock" (page 9), "Certain Anti-Takeover Provisions in the Articles of Incorporation and Bylaws" (pages 83-87), "The Conversion -- Limitations on Resales by Management" (page 81), "The Conversion - -- Effect of Conversion to Stock Form on Depositors and Borrowers of the Association -- Liquidation Account" (pages 71-72) and "The Conversion -- Restrictions on Repurchase of Stock" (pages 80-81) of the Prospectus included as part of the Registrant's Registration Statement on Form SB-2, File No. 333-34153, declared effective on October 24, 1997 (the "Form SB-2"). Item 2. Exhibits. The following documents are either filed or incorporated by reference as exhibits to this registration statement as indicated: 1. Specimen Common Stock Certificate. 2. (a) Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Form SB-2 (File No. 333-34153)). (b) Bylaws (incorporated by reference to Exhibit 3.2 to the Form SB-2 (File No. 333-34153)). (c) Plan of Conversion of Salida Building and Loan Association (incorporated by reference to Exhibit 99.1 to the Form SB-2 (File No. 333-34153)). 2 EXHIBIT INDEX ------------- Exhibit Number - ------- 1 Specimen Common Stock Certificate 2(a) Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Form SB-2) 2(b) Bylaws (incorporated by reference to Exhibit 3.2 to the Form SB-2) 2(c) Plan of Conversion of Salida Building and Loan Association (incorporated by reference to Exhibit 99.1 to the Form SB-2) 3 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. High Country Bancorp, Inc. --------------------------------- (Registrant) Date: November 21, 1997 By:/s/ Larry D. Smith ------------------------------ Larry D. Smith President and Chief Executive Officer 4 EX-4 2 COMMON STOCK NUMBER ___ ___ SHARES HIGH COUNTRY BANCORP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO CUSIP 42965Q 10 7 This certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF High Country Bancorp, inc. (the "Corporation"), a Colorado corporation. The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, in person or by duly authorized attorney or legal representative, upon the surrender of this certificate property endorsed. This certificate is not valid until countersigned and registered by the Corporation's transfer agent and registrar. IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. Dated: /s/ Richard A. Young /s/ Larry D. Smith ____________________________ _____________________ Richard A. Young Larry D. Smith Secretary President and Chief Executive Officer Countersigned and Registered: By: _____________________________ Transfer Agent and Registrar _____________________________ Authorized Signature [CORPORATE SEAL] RESTRICTIONS ON TRANSFER The Articles of Incorporation include a provision which prohibits any person from directly or indirectly acquiring or offering to acquire the beneficial ownership of more than 10% of any class of equity security of the Corporation. Such provision eliminates the voting rights of securities acquired in violation of the provision. Such provision will expire five years from the effective date of completion of the conversion of Salida Building and Loan Association, Salida, Colorado (the "Association") from mutual to stock form. The Articles of Incorporation also impose certain restrictions on the voting rights of beneficial owners of more than 10% of any class of equity security of the Corporation after five years from the completion of the conversion of the Association from mutual to stock form. The Corporation will furnish without charge to each stockholder who so requests additional information with respect to such restrictions. Such request may be made in writing to the Secretary of the Corporation. The shares represented by this certificate are issued subject to all the provisions of the Articles of Incorporation and Bylaws of the Corporation as from time to time amended (copies of which are on file at the principal executive office of the Corporation), to all of which the holder by acceptance hereof assents. The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made in writing to the Secretary of the Corporation. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF TRANSFER MIN ACT - ..........Custodian.......... under (Cust) (Minor) Uniform Transfers to Minors Act....................... (State) Additional abbreviations may also be used though not in the above list. NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. FOR VALUE RECEIVED, _______________________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________ /_______________________________/ _________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _________________________________________________________________ __________________________________________________________ Shares of the common stock evidenced by this certificate, and do hereby irrevocably constitute and appoint ____________________________, Attorney, to transfer the said shares on the books of the Corporation, with full power of substitution. Dated _______________________ _____________________________ Signature _____________________________ Signature In presence of: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----