-----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, ITv7vi+FfME5bOh75e2cjKIXIfeQSBocEXplewEWQA8UhIOTHgsnF9hEZFM5LodR rO3E/cX56hLNvrGqqJHk5g== 0001047469-99-028685.txt : 19990728 0001047469-99-028685.hdr.sgml : 19990728 ACCESSION NUMBER: 0001047469-99-028685 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC COMMUNITY BANKING GROUP CENTRAL INDEX KEY: 0001057159 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 330778067 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-26831 FILM NUMBER: 99670801 BUSINESS ADDRESS: STREET 1: 23332 MILL CREEK DR STREET 2: STE 230 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 9494604540 MAIL ADDRESS: STREET 1: 23332 MILL CREEK DRIVE SUITE 230 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 8-A12G 1 8-A12G 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 - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 33-0778067 - -------------------------------------- --------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) - ------------------------------------------------------------------------------- 23332 Mill Creek Drive, Suite 230, Laguna Hills, California 92653 - ------------------------------------------------------------------------------- (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 - -------------------------------------- --------------------------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Ten-Year Warrants - ------------------------------------------------------------------------------- (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) _______________________________________ (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. 2 (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. 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. Dated: July 27, 1999. Pacific Community Banking Group By: /s/ E. Lynn Caswell --------------------------------- E. Lynn Caswell, Chief Executive Officer and Chairman 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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) - ------------------------------------------- (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. -----END PRIVACY-ENHANCED MESSAGE-----