1 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 NBN CAPITAL TRUST NORTHEAST BANCORP ------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE [APPLIED FOR] MAINE 65-0624640 --------------------------------- -------------------- (States or Other Jurisdictions of (I.R.S. Employer Incorporation or Organization) Identification Nos.) 232 CENTER STREET 04210 AUBURN, MAINE ---------- - ---------------------------------------- (Zip Code) (Address of Principal Executive Offices) 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. [X] 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 Act registration statement file number to which this form relates: 333-88853 AND 333-88853-01 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- -------------------- __% Preferred Securities of NBN Capital Trust American Stock Exchange (and the Guarantee with respect thereto) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT: None ---------------------------------------------------------- (Title of class)
2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the securities to be registered hereby is set forth under the captions "Description of Preferred Securities", "Description of Junior Subordinated Debentures", and "Description of Guarantee" in the prospectus that forms part of the registration statement of NBN Capital Trust and Northeast Bancorp (Registration Nos. 333-88853 and 333-88853-01, respectively) filed with the Securities and Exchange Commission on October 27, 1999, as amended (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). The information contained in the above-referenced sections of the foregoing Registration Statement and the prospectus which is a part thereof are hereby incorporated by reference thereto. A definitive prospectus describing the securities being registered hereby will be filed pursuant to Rule 424(b) under the Securities Act and, upon filing, shall be deemed to be incorporated herein by reference thereto. ITEM 2. EXHIBITS 4.1 -- Form of Indenture with respect to the ___% Junior Subordinated Debentures of Northeast Bancorp.* 4.2 -- Form of Junior Subordinated Debentures (included in Exhibit 4.1).* 4.3 -- Trust Agreement of NBN Capital Trust (including Certificate of Trust of NBN Capital Trust).* 4.4 -- Form of Amended and Restated Trust Agreement of NBN Capital Trust.* 4.5 -- Form of ___% Preferred Securities of NBN Capital Trust (included in Exhibit 4.4).* 4.6 -- Form of Guarantee Agreement of Northeast Bancorp.* * Each such document is hereby incorporated herein by reference to the form thereof included as similarly numbered exhibits to the Registration Statement of Northeast Bancorp and NBN Capital Trust under the Securities Act of 1933, as amended, Registration Nos. 333-88853-01 and 333-88853, respectively. 2
3 SIGNATURES 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: November 4, 1999 NORTHEAST BANCORP By: /s/ James D. Delamater ----------------------------------------- James D. Delamater President and Chief Executive Officer NBN CAPITAL TRUST By: NORTHEAST BANCORP, as Depositor By: /s/ James D. Delamater ----------------------------------------- James D. Delamater, President and Chief Executive Officer