-----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, VED0rgc6q5+nxtTtOYVyiUypDr5z6xrYpFgnj2MMhFbSNkxN5ybE9EQbCCnIexWn kv0hHt9EDjBiyn3VH3/tJg== 0000950124-02-001491.txt : 20020430 0000950124-02-001491.hdr.sgml : 20020430 ACCESSION NUMBER: 0000950124-02-001491 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN MICHIGAN BANCORP INC CENTRAL INDEX KEY: 0000703699 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382407501 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-49772 FILM NUMBER: 02625734 BUSINESS ADDRESS: STREET 1: 51 W PEARL ST CITY: COLDWATER STATE: MI ZIP: 49036 BUSINESS PHONE: 5172795500 MAIL ADDRESS: STREET 1: 51 W PEARL ST CITY: COLDWATER STATE: MI ZIP: 49036 8-A12G 1 k69152e8-a12g.txt FORM 8-A12(G) 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 SOUTHERN MICHIGAN BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Michigan 38-2407501 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 51 West Pearl Street Coldwater, Michigan 49036 (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: 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), 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), check the following box. [X] Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $2.50 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This registration statement relates to the registration with the Securities and Exchange Commission of shares of Common Stock, par value $2.50 (the "Common Stock") of Southern Michigan Bancorp, Inc., a Michigan corporation (the "Registrant"). The description set forth under the caption "THE COMMON STOCK" at page 10 of the Registrant's Registration Statement on Form S-3, Registration No. 333-51417, filed with the Securities and Exchange Commission on April 30, 1998, is incorporated herein by this reference. ITEM 2. EXHIBITS. The following exhibits are filed herewith or are incorporated by reference as indicated below. Exhibit No. Description of Exhibit Exhibit 1 Articles of Incorporation are incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and Exhibit 3 to Form S-3 filed April 30, 1998. Exhibit 2 Amended and Restated By-Laws are incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. Exhibit 3 Specimen stock certificate.* - ----------------------------- * Filed herewith. 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. SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation Dated: April 30, 2002 By: /s/ James T. Grohalski ---------------------------------------- James T. Grohalski Its: President and Chief Executive Officer SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-A Index to Exhibits Exhibits SOUTHERN MICHIGAN BANCORP, INC. (A Michigan corporation) 51 West Pearl Street Coldwater, Michigan 49036 INDEX TO EXHIBITS Exhibit No. Description of Exhibit Exhibit 1 Articles of Incorporation are incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and Exhibit 3 to Form S-3 filed April 30, 1998. Exhibit 2 Amended and Restated By-Laws are incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. Exhibit 3 Specimen stock certificate.* - ----------------------------- * Filed herewith. EX-99.3 4 k69152ex99-3.txt SPECIMEN STOCK CERTIFICATE EXHIBIT 3 [SOUTHERN MICHIGAN BANCORP, INC. LOGO] NUMBER SHARES SM0686 CUSIP 84336P 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT SPECIMEN IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $2.50 EACH OF THE COMMON STOCK OF SOUTHERN MICHIGAN BANCORP, INC., transferable only on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [SOUTHERN MICHIGAN BANCORP, INC. CORPORATE SEAL] /s/ _________________________ /s/________________________ Secretary Chairman of the Board COUNTERSIGNED AND REGISTERED REGISTRAR AND TRANSFER COMPANY (Cranford, New Jersey) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED OFFICER The Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares authorized to be issued, and the designation, relative rights, preferences and limitations of each series of preferred shares, so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. 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 UNIF GIFT MIN ACT- _______Custodian_______ UNIF TRAN MIN ACT- _______Custodian_______ TEN ENT -- as tenants by the entireties (Cust) (Minor) (Cust) (Minor) JT TEN -- as joint tenants with right of survivorship and not as tenants under Uniform Gifts to Minors under Uniform Transfers to Minors in common Act____________________ Act____________________ (State) (State) Additional abbreviations may also be used though not in the above list. 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 capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _______________________ ________________________________________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ________________________________________________________________________________________________ SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. -----END PRIVACY-ENHANCED MESSAGE-----