8-A12G/A 1 sc138778.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Civic BanCorp ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) California 68-0022322 --------------------------------------- ------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 2101 Webster Street, Oakland, California 94612 --------------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the registration of a class of securities pursuant to of a class of securities pursuant to Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and effective pursuant to General is effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. |_| following box. |X|
Securities Act registration statement 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 so Registered Each Class is to be Registered ------------------- ------------------------------ ------------------------------- ----------------------------------- ------------------------------- ----------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- On January 4, 2002, Civic BanCorp (the "Company") and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) as Rights Agent (the "Rights Agent"), entered into Amendment No. 1 (the "Amendment") to the Rights Agreement, dated November 8, 1996, between the Company and the Rights Agent (the "Rights Agreement"). The Amendment eliminates the redemption provisions in the Rights Agreement and provides for termination of the rights at the election of the Civic BanCorp Board of Directors. The effective date of the Amendment is January 4, 2002. The text of the Amendment is attached as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Amendment is qualified by reference to Exhibit 4.1. Item 2. Exhibits. -------- 4.1. Amendment No. 1 to Rights Agreement, dated as of November 8, 1996, between Civic BanCorp and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 7, 2002 CIVIC BANCORP By: /s/ Herbert C. Foster ----------------------------------- Name: Herbert C. Foster Title: President and Chief Executive Officer 3