8-A12G/A 1 form8-a.txt FORM 8-A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 MCB FINANCIAL CORPORATION --------- ------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 68-0300300 ---------------------- ---------------------- State of Incorporation IRS Employer ID Number 1248 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901 -------------------------------------------------- -------- Address of registrant's principal executive office Zip Code Securities Act Registration Statement and 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 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), please 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), please check the following box. [ ] 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 An amended description of the securities registered hereby is incorporated by reference to Item 5 to the Registrant's Current Report on Form 8-K dated August 21, 2001. ITEM 2. EXHIBITS. The Exhibit Index on page E-1 of this Report is incorporated herein by reference. 2 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: August 21, 2001 MCB Financial Corporation By: /s/CHARLES O. HALL ----------------------------------- Charles O. Hall President & Chief Executive Officer 3 EXHIBIT INDEX No. Description --- ----------- 4.1 Rights Agreement dated as of January 19, 1999, between MCB Financial Corporation, a California corporation, and U.S. Stock Transfer Corporation, including Form of Right Certificate attached thereto as Exhibit A. Previously filed. 4.2 Amendment to Agreement between MCB Financial Corporation, a California corporation, and U.S. Stock Transfer Corporation, dated as of August 15, 2001, including an amended Summary of Rights to Purchase Common Shares attached thereto as Exhibit A. Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated August 15, 2001. E-1 4