-----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, JWxDVMIeAAQ9IJMYelwFbiA13Zm9T8R1n6wtarLtaVkCQ1roiDS1dB72A1stJtVJ C6Ida81Q+PMQrfNyvUu94g== 0001017062-98-001392.txt : 19980619 0001017062-98-001392.hdr.sgml : 19980619 ACCESSION NUMBER: 0001017062-98-001392 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNB FINANCIAL GROUP CENTRAL INDEX KEY: 0000704693 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953847640 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-24489 FILM NUMBER: 98650459 BUSINESS ADDRESS: STREET 1: 4665 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148511033 MAIL ADDRESS: STREET 1: 4665 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-A12G 1 FORM 8-A 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 PNB Financial Group, Inc. (Exact name of registrant as specified in its charger) California 95-3847640 (State of incorporation or organization) (IRS Employer Identification No.) 4665 MacArthur Court 92660 Newport Beach, California (Zip Code) (Address of principal executive offices) 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 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. [ ] Securities Act registration statement file number to which this form relates __________ (if applicable). Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Common Stock The Amended Articles of Incorporation PNB Financial Group, Inc. (the "Company") authorize the issuance of 20,000,000 shares of Common Stock, no par value, of which approximately 2,760,618 shares were outstanding as of June 18, 1998. The outstanding shares are fully paid and nonassessable. Holders of shares of Common Stock are entitled to one vote for each share on all matters to be voted on by the shareholders and, upon the giving of notice as required by law, are entitled to cumulate their votes in the election of directors. Holders of shares of Common Stock are entitled to share ratably in dividends, if any, as may be declared, from time to time, by the Board of Directors in its discretion, from funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of Common Stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. Holders of Common Stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. Item 2. Exhibits. Exhibit Description - ------------------- 3.1 Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Company's 1989 Annual Report on Form 10-K and incorporated herein by reference. 3.2 Amended Articles of Incorporation of the Company, filed as Exhibit 3.3 to the Company's 1990 Annual Report on Form 10-K and incorporated herein by reference. 3.3 Bylaws of the Company, filed as Exhibit 6 to the Company's Registration Statement on Form S-14 (File No. 2-78580) and incorporated herein by reference. 4.1 Specimen certificate representing the Company's Common Stock. - ---------------- SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Exchange Act Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. PNB Financial Group, Inc., a California corporation (Registrant) Dated: June 18, 1998 By: /s/ Doug L. Heller ----------------------------------- Doug L. Heller Chief Financial Officer EX-4.1 2 SPECIMEN COMPANY'S COMMON STOCK CERTIFICATE NUMBER SHARES PNB FINANCIAL GROUP SD SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA CUSIP 693470 10 6 This Certifies that SAMPLE is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE OF PNB FINANCIAL GROUP hereinafter designated "the Corporation", transferable 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 until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [PNB FINANCIAL GROUP CORPORATE SEAL] CHRISTINE CASTELLANO CHAIRMAN OF THE BOARD SECRETARY BERNARD E. SCHNEIDER 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 TRANS MIN ACT-- Custodian TEN ENT--as tenants by the entireties ---------- ---------- JT TEN --as joint tenants with right of survivorship (Cust) (Minor) and not as tenants in common under Uniform Transfers to Minors Act --------------- (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 Common Stock represented by the within Certificate and do hereby irrevocably constitute and appoint Attorney, - ------------------------------------------------------------------------ to transfer the said shares 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 Guaranteed: - ---------------------------------------------------- THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR A MEMBER BROKER OF EITHER THE NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK EXCHANGE OR PACIFIC COAST STOCK EXCHANGE. -----END PRIVACY-ENHANCED MESSAGE-----