UNITED STATES
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

First Seacoast Bancorp
(Exact Name of Registrant as Specified in Its Charter)

United States of America
 
Pending
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

633 Central Avenue
   
Dover, New Hampshire
 
03820
(Address of principal executive offices)
 
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Common stock, $0.01 par value per share
The Nasdaq Stock Market LLC
(Title of each class to be so registered)
(Name of each exchange on which each class is to be registered)

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) or (e), 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) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):  333-230242

Securities to be registered pursuant to Section 12(g) of the Act:

     
 
(Title of class)
 



Item 1.      Description of Registrant’s Securities to be Registered.

For a description of the Registrant’s securities to be registered, reference is made to the sections “Description of Capital Stock of First Seacoast Bancorp” and “Market for the Common Stock” in the Prospectus contained in the Registrant’s Registration Statement on Form S-1 (File No. 333-230242), initially filed on March 13, 2019, and subsequently amended (the Form S-1”), which sections are hereby incorporated by reference.  For a description of the provisions of the Registrant’s Charter and Bylaws that may render a change in control of the Registrant more difficult, reference is made to the sections “Restrictions on the Acquisition of First Seacoast Bancorp and Federal Savings Bank” and “Description of Capital Stock of First Seacoast Bancorp” contained in such Prospectus, which sections are incorporated herein by reference.

Item 2.      Exhibits.

3.1

3.2

4.1

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.

   
FIRST SEACOAST BANCORP
     
     
Date:   July 16, 2019
By:  
/s/ James R. Brannen
   
James R. Brannen
   
President and Chief Executive Officer







Exhibit 4.1





No.
 
INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
Shares

CUSIP 33631P 102

SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
AND RESTRICTIONS

THIS CERTIFIES that                                                                                                                                                        is the owner of

_________ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

The shares evidenced by this certificate are transferable only on the books of First Seacoast Bancorp by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed.  The interest in First Seacoast Bancorp evidenced by this certificate may not be retired or withdrawn except as provided in the Charter and Bylaws of First Seacoast Bancorp.

The common stock evidenced by this certificate is not an account of an insurable type and is not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

IN WITNESS WHEREOF, First Seacoast Bancorp has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its seal to be hereunto affixed.

Dated:


 
Michael J. Bolduc
Corporate Secretary
James R. Brannen
President and Chief Executive Officer



[SEAL]


The shares of common stock evidenced by this certificate are subject to a limitation contained in First Seacoast Bancorp’s Charter to the effect that, for a period of five years from the effective date of the reorganization of First Seacoast Bank into the mutual holding company form of organization, no person other than First Seacoast Bancorp, MHC shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of First Seacoast Bancorp held by persons other than First Seacoast Bancorp, MHC.  This limitation shall not apply to the purchase of stock by an underwriter in connection with a public offering or the purchase of stock by an employee stock ownership plan or other tax-qualified employee stock benefit plan that is exempt from the approval requirements under the Federal Reserve Board’s regulations.  In addition, during this five-year period, all shares owned over the 10% limit may not be voted in any matter submitted to stockholders for a vote.

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 __________
  (Cust)        (Minor)
TEN ENT
- as tenants by the entireties
   
     
Under Uniform Gifts to Minors Act
JT TEN
- as joint tenants with right
  of survivorship and not as
  tenants in common
 
 
 _____________________________
                        (State)

Additional abbreviations may also be used though not in the above list.

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE IN THE BOX ABOVE

For value received, _____________________________ hereby sells, assigns and transfers unto
_______________________________________________________________________________________________________________________________________
 
(please print or typewrite name and address including postal 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, ________________________________   



Signature(s) Guaranteed:
Signature:_________________________________________
 
 
Signature: _________________________________________
 


THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.  THE SIGNATURE(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 SEC RULE 17Ad-15.