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 THIRD CENTURY BANCORP (Exact name of registrant as specified in charter) INDIANA 20-0857725 (State of incorporation (I.R.S. Employer or organization) Identification Number) 80 East Jefferson Street Franklin, Indiana 46131 (Address of principal executive offices, including zip code) Copy to: CLAUDIA V. SWHIER, ESQ. Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, Indiana 46204 Securities to be registered pursuant to Section 12(b) of the Act: 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), 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), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-113691 Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, WITHOUT PAR VALUE (Title of class) -1- INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The description of the Registrant's Common Stock, without par value (the "Common Stock"), is incorporated herein by reference to the sections entitled "Restrictions on Acquisition of Third Century Bancorp" and "Description of Capital Stock" on pages 97-104 of the prospectus filed with the Securities and Exchange Commission on May 19, 2004, pursuant to Rule 424(b)(3) of the Securities Act of 1933. Item 2. Exhibits. -------- The exhibits filed herewith or incorporated by reference herein are listed on the Exhibit Index at page 3 of this Form 8-A. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be filed on its behalf by the undersigned, thereto duly authorized. THIRD CENTURY BANCORP By: /s/ Robert D. Heuchan ------------------------------------ Robert D. Heuchan, President and Chief Executive Officer Dated: June 28, 2004 -2- EXHIBIT LIST I. Exhibits filed with the Commission. Number Assigned in Form 8-A Description of Exhibit --------------- ---------------------- 1(a) The Articles of Incorporation of Third Century Bancorp are incorporated herein by reference to Exhibit 3(1) to the Registration Statement on Form SB-2 (Registration No. 333-113691). 1(b) The Code of By-Laws of Third Century Bancorp is incorporated by reference to Exhibit 3(2) to the Registration Statement on Form SB-2 (Registration No. 333-113691). -3-