8-A12B 1 d8a12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 ----------------------------------------
COMMUNITY TRUST BANCORP, INC. CTBI PREFERRED CAPITAL TRUST II (Exact name of Co-Registrant as specified in its charter) (Exact name of Co-Registrant as specified in its charter) Kentucky Delaware (State of incorporation or organization) (State of incorporation or organization) 61-0979818 51-6523259 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 346 North Mayo Trail Pikeville, Kentucky 41501 (Address, including zip code, of Co-Registrants' principal executive offices) If this form relates to the registration of a class of If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d), please check the following box. [X] please check the following box. [ ] Securities Act registration statement file numbers to which this form relates: 333-76632 and 333-76632-01 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on to be so registered which each class is to be registered ------------------- ------------------------------------ 8.25% Cumulative Trust Preferred Securities of CTBI American Stock Exchange Preferred Capital Trust II (and the Guarantee by Community Trust Bancorp, Inc. with respect thereto)
Securities to be registered pursuant to section 12(g) of the Act: None ------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered For a full description of CTBI Preferred Capital Trust II's 8.25% Cumulative Trust Preferred Securities and Community Trust Bancorp, Inc.'s guarantee being registered hereby, reference is made to the information contained under the captions "Description of the Preferred Securities," "Description of the Debentures," and "Description of the Guarantee" and "Relationship Among the Preferred Securities, the Debentures and the Guarantee" in the joint Registration Statement on Form S-3 (Registration Nos. 333-76632 and 333-76632-01), filed by Community Trust Bancorp, Inc. and CTBI Preferred Trust Capital Trust II with the Securities and Exchange Commission, as amended (the "Registration Statement"). The above mentioned descriptions contained in the Registration Statement are incorporated by reference herein. Item 2. Exhibits. Exhibit Number Description of Exhibits ------ ----------------------- 2.1 Certificate of Trust of CTBI Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.3 to the Registration Statement). 2.2 Trust Agreement of CTBI Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.4 to the Registration Statement). 2.3 Form of Amended and Restated Trust Agreement of CTBI Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.5 to the Registration Statement). 2.4 Form of Preferred Securities Certificate of CTBI Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.6 to the Registration Statement which is included as Exhibit D to Exhibit 4.5 to the Registration Statement). 2.5 Form of Preferred Securities Guarantee Agreement of CTBI Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 2.6 Form of Indenture for Subordinated Debentures (incorporated herein by reference to Exhibit 4.1 to the Registration Statement). 2.7 Form of Subordinated Debenture (incorporated herein by reference to Exhibit 4.2 to the Registration Statement which is included as Exhibit A to Exhibit 4.1 to the Registration Statement). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized. Dated: January 25, 2002 COMMUNITY TRUST BANCORP, INC. By: /s/ Jean R. Hale -------------------------------------- Jean R. Hale, Vice Chairman, Vice Chairman, President and CEO CTBI PREFERRED CAPITAL TRUST II By: Community Trust Bancorp, Inc., as Depositor By: /s/ Jean R. Hale -------------------------------------- Jean R. Hale, Vice Chairman, Vice Chairman, President and CEO 3