As filed with the Securities and Exchange Commission on
August 24, 1998.
Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PATRIOT BANK CORP.
(Exact name of registrant as specified in its charter)
Delaware 23-2820537
(State of Incorporation) (I.R.S. Employer Identification No.)
High & Hanover Streets
P.O. Box 1090
Pottstown, Pennsylvania 19464
(610) 323-1500
(Address and telephone number of principal executive offices)
Patriot Bank Corp. Employee Stock Purchase Plan
(Full Title of the Plan)
With a copy to:
Joseph W. Major Edward C. Hogan, Esquire
President and Chief Stevens & Lee
Executive Officer One Glenhardie Corporate Center
High & Hanover Streets Suite 202
Pottstown, Pennsylvania 19464 1275 Drummers Lane
(610) 323-1500 P.O. Box 236
(Name, address and Wayne, Pennsylvania 19087-0236
telephone number of agent (610) 478-2000
for service)
=================================================================
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 250,000 $13.69 $3,422,500 $1,038
par value
$0.01 per
share(2)
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the <PAGE 1>
Securities Act of 1933, as amended (the "Securities Act").
Price per share represents the average of the high and low
prices for a share of Registrant's Common Stock on
August 18, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PAGE 2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
(c) Current Reports on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on March 4,
1998 (as amended by the Current Report on Form 8-K/A
filed with the Commission on March 24, 1998) and
June 4, 1998.
(d) The description of the common stock, par value $0.01
per share (the "Common Stock"), of the Registrant
contained in the Registration Statement on Form 8-A
filed on September 11, 1995 by the Registrant to
register the Common Stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment that indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statements contained herein or in a document
incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded, for purposes of this
Registration Statement, to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
The description of the authorized capital stock of
Registrant is incorporated by reference herein. See Item 3.
<PAGE 3>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the General Corporation Law
of the State of Delaware, each director and officer of the
Registrant may be indemnified by the Registrant against expenses
(including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed
legal proceedings in which he or she is involved by reason of the
fact that he or she is or was a director or officer of the
Registrant if he or she acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to
believe that his or her conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Registrant, the
director or officer may not be indemnified in respect of any
claim, issue or matter as to which he or she shall have been
adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Registrant unless a court
determines otherwise.
Article Eleventh of the Certificate of Incorporation of the
Registrant provides that, to the fullest extent permitted by law,
directors of the Registrant will not be liable for monetary
damages to the Registrant or its stockholders for breaches of
their fiduciary duties.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1* Certificate of Incorporation of Registrant.
4.2* Bylaws of Registrant.
4.3 Registrant's Employee Stock Purchase Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Stevens & Lee (Contained in Exhibit 5
of this Registration Statement).
<PAGE 4>
24. Power of Attorney of certain directors and
officers (included on signature page).
_______________
* Exhibits 4.1 and 4.2 are incorporated herein by reference to
Exhibits 3.1 and 3.2, respectively, to Registration
Statement No. 33-96530 on Form S-1.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement relating to the
securities offered hereby, and the offering of such securities at
that time to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of a plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
<PAGE 5> has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
PAGE 6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Pottstown, Pennsylvania, on August 14, 1998.
PATRIOT BANK CORP.
By /s/ Richard A. Elko
Richard A. Elko,
Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph W. Major
and Richard A. Elko, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
PAGE 7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/ Joseph W. Major President and Chief August 17, 1998
Joseph W. Major Executive Officer
(Principal Executive
Officer)
/s/ Richard A. Elko Executive Vice August 14, 1998
Richard A. Elko President and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ James B. Elliott Chairman of the August 14, 1998
James B. Elliott Board and Director
/s/ John H. Diehl Director August 14, 1998
John H. Diehl
/s/ Leonard A. Huff Director August 14, 1998
Leonard A. Huff
/s/ Samuel N. Landis Director August 14, 1998
Samuel N. Landis
/s/ Larry V. Thren Director August 20, 1998
Larry V. Thren
/s/ James A. Bentley, Jr. Director August 14, 1998
James A. Bentley, Jr.
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Patriot Bank Corp. Employee Stock Purchase
Plan have duly caused this registration statement to be signed on
the Plan's behalf by the undersigned, thereunto duly authorized,
in Pottstown, Pennsylvania, on August 20, 1998.
PATRIOT BANK CORP. EMPLOYEE STOCK
PURCHASE PLAN
By /s/ Larry V. Thren
Name: Larry V. Thren
Title: Chairman of the
Personnel Compensation/
Benefits Committee
(Plan Administrator)
PAGE 8
<PAGE>
EXHIBIT INDEX
4.1* Certificate of Incorporation of Registrant.
4.2* Bylaws of Registrant.
4.3 Registrant's Employee Stock Purchase Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Stevens & Lee (Contained in Exhibit 5
of this Registration Statement).
24. Power of Attorney of certain directors and
officers (included on signature page).
_______________
* Exhibits 4.1 and 4.2 are incorporated herein by reference to
Exhibits 3.1 and 3.2, respectively, to Registration
Statement No. 33-96530 on Form S-1.
<PAGE 9>
PATRIOT BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN
(Effective January 1, 1998)
PAGE 1
<PAGE>
ARTICLE I
PURPOSE AND SCOPE OF THE PLAN
Section 1.1 PURPOSE.
The Patriot Bank Corp. Employee Stock Purchase Plan is
intended to encourage employee participation in the ownership and
economic progress of the Company.
Section 1.2 DEFINITIONS.
Unless the context clearly indicates otherwise, the
following terms have the meaning set forth below:
"Bank" means Patriot Bank, a wholly-owned subsidiary of
the Company.
"Board of Directors" means the Board of Directors of
the Company.
"Code" means the Internal Revenue Code of 1986, as
amended, and as the same may be further amended from time to
time, and the Treasury Regulations promulgated thereunder.
"Committee" means the Bank's Personnel Compensation/
Benefits Committee which shall administer the Plan as provided in
Section 1.3.
"Common Stock" means the common stock of the Company.
"Company" means Patriot Bank Corp.
"Compensation" means an Employee's total salary or
hourly pay, as the case may be, including bonuses, commissions
and any other payment in excess of normal salary or hourly pay.
"Continuous Service" means the period of time,
uninterrupted by a termination of employment, that an Employee
has been employed by the Company or a Subsidiary, or both,
immediately preceding an Offering Date. Such period of time
shall include any leave of absence permitted or required to be
taken into account by applicable Treasury Regulations.
"Effective Date" means the date specified in
Section 1.4 on which the provisions of the plan become effective.
"Employee" means any common law employee of the Company
or a Subsidiary.
"Exercise Date" means March 31, June 30, September 30
and December 31 of each Plan Year.
<PAGE 2>
"Fair Market Value" of a share of Common Stock on any
given date means the closing sale price for such shares on that
date as reported by the National Association of Securities
Dealers Automated Quotations or the Bloomberg Financial Markets
System. If a closing sale price for the Common Stock for the
given date is not reported, or if there is none, the Fair Market
Value will be equal to the closing sale price on the nearest
trading day preceding such date. Notwithstanding the foregoing,
if, in the Board of Directors' judgment, there are unusual
circumstances or occurrences under which the otherwise determined
Fair Market Value of the Common Stock does not represent the
actual fair value thereof, then the Fair Market Value of such
Common Stock shall be determined by the Board of Directors on the
basis of such prices or market quotations as it shall deem
appropriate and fairly reflective of the then fair value of such
Common Stock.
"Leave of Absence" means, for purposes of participation
in the Plan, a person who is on leave of absence who shall be
deemed to be an employee for the first ninety (90) days of such
leave of absence and such Employee's employment shall be deemed
to have terminated at the close of business on the ninetieth
(90th) day of such leave of absence unless such Employee shall
have returned to regular employment prior to the close of
business on such ninetieth (90th) day. Termination by the
Company of any Employee's leave of absence, other than
termination of such leave of absence on return to employment,
shall terminate an Employee's employment for all purposes under
the Plan and shall terminate such Employee's participation in the
Plan and the right to purchase Common Stock hereunder.
"Offering Date" means January 1, April 1, July 1 and
October 1 of each Plan Year.
"Option Period" or "period" means the period beginning
on an Offering Date and ending on the next succeeding Exercise
Date.
"Option Price" means the purchase price of a share of
Common Stock hereunder as provided in Section 3.1.
"Participant" means any Employee who (i) is eligible to
participate in the Plan under Section 2.1, and (ii) elects to
participate.
"Plan" means the Patriot Bank Corp. Employee Stock
Purchase Plan, as the same may be amended from time to time.
"Plan Year" means the 12-consecutive-month period
beginning on January 1 and ending on the following December 31.
"Stock Purchase Account" or "Account" means an account
established and maintained in the name of each Participant to
record the dollar amounts and shares of Common Stock accumulated
on his behalf from time to time. <PAGE 3>
"Stock Purchase Agreement" means the form prescribed by
the Committee which must be executed by an Employee who elects to
participate in the Plan. The proper execution and filing of such
form shall constitute the grant of an option from time to time to
the Employee in accordance with the terms of this Plan document
and the terms of such form.
"Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if, at the beginning of an Option Period, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
Section 1.3 ADMINISTRATION OF PLAN.
The Plan shall be administered by the Committee.
Subject to direction by the Board of Directors and the express
provisions of this Plan document, the Committee shall be
authorized to prescribe, amend and rescind rules and regulations
relating to the Plan and the Committee's administration thereof;
to interpret the Plan; to fix the terms of an offering under the
Plan; to fix the rate of interest to be paid on balances in Stock
Purchase Accounts, if applicable; to prescribe the maximum
percentage of payroll deductions permitted for an Option Period;
to restrict participation in the Plan consistent with any
requirement of law or regulation; and to make all other
determinations necessary to the administration of the Plan,
including appointment of individuals to facilitate the day-to-day
operation thereof. The Committee's determinations as to the
interpretation and operation of the Plan shall be final and
conclusive.
Section 1.4 EFFECTIVE DATE OF PLAN.
The Effective Date of the Plan is January 1, 1998.
Section 1.5 TERMINATION OF PLAN.
The Board of Directors shall have the right to
terminate the Plan at any time. Upon any such termination, the
dollar amount and shares of Common Stock, if any, in each
Participant's Account shall be distributed.
ARTICLE II
PARTICIPATION
Section 2.1 ELIGIBILITY.
Each Employee, who on an Offering Date (i) will have at
least three (3) months of continuous service with the Company
and/or a Subsidiary, and (ii) will be an Employee whose customary
employment is more than five (5) months in a calendar year, may
become a Participant by executing and filing with the Committee a
<PAGE 4> Stock Purchase Agreement prior to the earlier of such
Offering Date or five business days prior to the first pay day in
the applicable Option Period. An election to participate shall
continue in effect until termination of participation occurs in
accordance with Article V.
Section 2.2 PAYROLL DEDUCTIONS.
Payment for shares of Common Stock purchased under the
Plan shall be made solely by authorized payroll deduction from
each payment of Compensation in accordance with instructions
received from a Participant. Deductions from payroll shall be
expressed as a whole percentage of Compensation (determined on
the first day of each Option Period) no greater than the
percentage set by the Committee, or as a fixed dollar amount (as
determined by the Committee), but shall not be less than $10.00
per pay period. The Committee may fix a maximum percentage. A
Participant may not increase or decrease the percentage or dollar
amount of deduction during an Option Period. However, a
Participant may change the percentage or dollar amount of
deduction for any subsequent Option Period by filing notice
thereof with the Committee prior to the date described in
Section 2.1 for filing a Stock Purchase Agreement. Amounts
deducted from a Participant's Compensation pursuant to this
section shall be credited to such Participant's Account.
Section 2.3 TRANSFER OF PAYROLL DEDUCTIONS.
All payroll deductions withheld by a Subsidiary under
the Plan shall be immediately transferred to the Company.
Section 2.4 LEAVE OF ABSENCE.
If a Participant goes on a Leave of Absence, such
Participant shall have the right to elect (i) to withdraw the
balance in his Stock Purchase Account, (ii) discontinue
contributions to the Plan but remain a Participant in the Plan,
or (iii) remain a Participant in the Plan during such Leave of
Absence, authorizing deductions to be made from payments by the
Company to the Participant during such Leave of Absence and
undertaking to make cash payments to the Plan at the end of each
Payroll Period to the extent that amounts payable by the Company
to such Participant are insufficient to meet such Participant's
authorized Plan deductions.
ARTICLE III
PURCHASE OF SHARES
Section 3.1 OPTION PRICE.
The Option Price per share of the Common Stock sold to
Participants hereunder shall be set by the Committee prior to the
Offering Date. Under the Code, the Option Price shall not be
less than 85%, nor more than 100%, of the Fair Market Value of
such share on each Exercise Date of an Option Period. The Option
<PAGE 5> Price on the Effective Date is 90% of the Fair Market
Value of the Common Stock on an Exercise Date.
Section 3.2 PURCHASE OF SHARES.
On each Exercise Date, the amount in a Participant's
Account shall be charged with the aggregate Option Price of the
number of whole and fractional (to four decimal places) shares of
Common Stock which can be purchased with such amount.
Section 3.3 LIMITATIONS ON PURCHASE AND GRANT.
No Participant shall purchase Common Stock hereunder in
any calendar year having a Fair Market Value of more than
$25,000, provided that any such purchase shall not exceed the
limitations imposed by Code Section 423(b)(8). Further, no
Participant shall be granted the right to purchase Common Stock
hereunder if, by reason of such grant, such Participant would be
deemed to possess five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or a
Subsidiary. For purposes of the preceding sentence, the rules of
Code Section 424(d) shall apply and Common Stock which a
Participant may purchase under outstanding options shall be
treated as stock owned by the Participant.
Section 3.4 MAXIMUM NUMBER OF SHARES PURCHASABLE PER OPTION
PERIOD.
In addition to all other restrictions set forth herein,
the maximum number of shares of Common Stock that an Employee may
purchase pursuant to the Plan during each Option Period shall be
equal to the total amount of contributions that the Employee is
scheduled to make to the Plan during such Option Period (in
accordance with the terms of his effective Stock Purchase
Agreement), divided by 50% of the per share Fair Market Value
determined on the first day of such Option Period.
Section 3.5 RESTRICTION ON TRANSFERABILITY.
Rights to purchase shares hereunder shall be
exercisable only by the Participant. Such rights shall not be
transferable and shall expire upon a Participant's death.
Section 3.6 DIVIDEND REINVESTMENT.
The Committee may, in its discretion, provide
Participants with the opportunity to have dividends on shares
held in their Accounts reinvested through (i) any dividend
reinvestment plan that the Company may maintain from time to
time, or (ii) any other program or arrangement (including the
treatment of dividends as additional Participant contributions)
that is permissible under applicable law.
<PAGE 6>
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
Section 4.1 COMMON STOCK RESERVED.
Except as provided in Section 4.2, no more than 250,000
shares of the Company's Common Stock may be sold pursuant to
options granted under the Plan. The Common Stock to be issued
under the Plan shall be made available at the discretion of the
Board of Directors, either from authorized but unissued Common
Stock or from Common Stock acquired by the Company, including
shares purchased in the open market.
Section 4.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK.
(i) In the event that the shares of Common Stock of
the Company as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise)
or if the number of such shares of stock shall be increased
through the payment of a stock dividend, then subject to the
provisions of subsection (iii) below, a majority of the
disinterested members of the Board of Directors may substitute
for or add to each share of stock of the Company which was
theretofore appropriated, or which thereafter may become subject
to an offering under the Plan, the number and kind of shares of
stock or other securities into which each outstanding share of
the stock of the Company shall be so changed or for which each
such share shall be exchanged or to which such share shall be
entitled, as the case may be. Outstanding Stock Purchase
Agreements shall also be deemed appropriately amended as to price
and other terms, as may be necessary to reflect the foregoing
events.
(ii) If there shall be any other change in the number
or kind of the outstanding shares of Common Stock of the Company,
or of any stock or other securities in which such stock shall
have been changed or for which it shall have been exchanged, and
if a majority of the disinterested members of the Board of
Directors shall, in its sole discretion, determine that such
change equitably requires an adjustment in any offering which was
theretofore made or which may thereafter be made under the Plan,
that such adjustment shall be made in accordance with such
determination.
(iii) An offering pursuant to the Plan shall not
affect in any way the right or power of the Company to make
adjustments or reclassifications, reorganizations or changes in
its capital or business structure, to merge, to consolidate, to
dissolve, to liquidate or to sell or transfer all or any part of
its business or assets.
<PAGE 7>
Section 4.3 INSUFFICIENT SHARES.
If the aggregate funds available for the purchase of
Common Stock on any Exercise Date would cause an issuance of
shares in excess of the number provided for in Section 4.1 (as
the same may be adjusted as provided in Section 4.2), (i) the
Committee shall proportionately reduce the number of shares which
would otherwise be purchased by each Participant in order to
eliminate such excess, and (ii) the Plan shall automatically
terminate immediately after such Exercise Date.
Section 4.4 CONFIRMATION OF PURCHASES; REGISTRATION OF SHARES.
Purchases of Common Stock hereunder shall be confirmed
in writing to Plan Participants. All shares purchased shall be
credited to his Account, but shall initially be registered in the
name of the Company's nominee or the nominee name of Registrar
and Transfer Company as recordkeeper for the Plan, or any
successor appointed by the Company, as agent for Plan
Participants. Such nominee will hold a Participant's share
certificates until such time as his participation in the Plan
terminates or he files a written request with the Committee to
have a certificate or certificates issued in his name. Except in
the case of death, any certificate issued to a Participant must
initially be issued in his name alone. Registration of any
shares following the death of a Participant will be subject to
the same rules as are then applicable to decedent shareholders
generally.
Section 4.5 RIGHTS AS SHAREHOLDERS.
The shares of Common Stock purchased by a Participant
on an Exercise Date shall, for all purposes, be deemed to have
been issued and sold at the close of business on such Exercise
Date. Participants for whom shares have been purchased shall be
entitled to all rights of a shareholder with respect to such
shares, including the right to receive dividends and the right to
vote. The Company will take such steps as may be necessary to
ensure that such rights are enjoyed by each Participant whose
shares are held in nominee name.
Section 4.6 CORPORATE REORGANIZATIONS, LIQUIDATIONS, ETC.
In the event of any corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation, provision may be made for the substitution of a new
option for an old option, or an assumption of an old option, by
an employer corporation or a corporation related to such
corporation. Any provision for such substitution or assumption
shall be subject to the limitations and provisions of Code
Section 424.
<PAGE 8>
ARTICLE V
TERMINATION OF PARTICIPATION
Section 5.1 VOLUNTARY WITHDRAWAL.
A Participant may withdraw from the Plan at any time by
filing notice of withdrawal with the Committee prior to an
Exercise Date. Upon withdrawal, the dollar amount and shares, if
any, credited to his Stock Purchase Account shall be distributed
to him and no shares will be purchased on his behalf for the
applicable Option Period. Any Participant who withdraws from the
Plan may again become a Participant in accordance with
Section 2.1.
Section 5.2 TERMINATION OF ELIGIBILITY.
If a Participant ceases to be employed by the Company
or a Subsidiary during an Option Period, his participation in the
Plan shall thereupon terminate. In such event, the dollar amount
and shares, if any, in his Stock Purchase Account shall be
distributed to him (or in the case of death, to his designated
beneficiary(ies)) and no further shares will be purchased on his
behalf. For purposes of this section, an Employee's
participation in the Plan will not automatically terminate if he
becomes an individual on a leave of absence permitted or required
to be taken into account by applicable Treasury Regulations.
Section 5.3 NO INTEREST ON ACCOUNT BALANCES.
Unless otherwise provided by the Company's Board of
Directors, no interest shall be paid on the cash balance in a
Participant's Stock Purchase Account pending its investment.
ARTICLE VI
GENERAL PROVISIONS
Section 6.1 TAX WITHHOLDING; INFORMATION RETURNS.
Each Employee who elects to participate in the Plan
shall be deemed to have consented to any income tax withholding
that may hereafter be required by reason of his participation in
the Plan or the disposition of, or payment of any dividends on,
shares acquired by him under the Plan. The proper officers of
the Company and each Subsidiary shall prepare (or cause to be
prepared) and, where required, timely file (or cause to be filed)
such tax information returns and other notices as may be required
by law from time to time.
Section 6.2 NOTICES.
Any notice which a Participant files pursuant to the
Plan shall be made on forms prescribed by the Committee and shall
be effective when received by the Committee.
<PAGE 9>
Section 6.3 CONDITION OF EMPLOYMENT.
Neither the creation of the Plan, nor participation
therein, shall be deemed to create any right of continued
employment or in any way affect the right of the Company or a
Subsidiary to terminate an Employee.
Section 6.4 AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time
to time, amend the Plan in any respect, except, that without
approval of the Company's shareholders, no amendment may
(i) increase the aggregate number of shares permitted to be
reserved by the Board of Directors under the Plan other than as
provided in Section 4.2, (ii) materially change the Plan benefits
provided for herein, (iii) change the definition of a Subsidiary,
or (iv) materially change the eligibility requirements for
Employees. Any amendment of the Plan must be made in accordance
with applicable provisions of the Code.
Section 6.5 APPLICATION OF FUNDS.
All funds received by the Company by reason of a
purchase of shares hereunder may be used for any corporate
purpose.
Section 6.6 LEGAL RESTRICTIONS.
The Company shall not be obligated to sell shares of
Common Stock hereunder if counsel to the Company determines that
such sale would violate any applicable law or regulation.
Section 6.7 GENDER.
Whenever used herein, use of any gender shall be
applicable to all genders.
Section 6.8 NUMBER.
Whenever used herein, singular words shall include the
plural, and vice versa, as the context requires.
Section 6.9 GOVERNING LAW.
Except to the extent preempted by Federal law, the Plan
and all rights and obligations thereunder shall be construed and
enforced in accordance with the domestic internal law of the
Commonwealth of Pennsylvania.
<PAGE 10>
Exhibit 5.1
August 24, 1998
Board of Directors
Patriot Bank Corp.
High & Hanover Streets
P.O. Box 1090
Pottstown, Pennsylvania 19464
Re: Patriot Bank Corp. Employee Stock Purchase Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 250,000 shares of common stock, par value $0.01 per share
(the "Common Stock"), of Patriot Bank Corp. (the "Company")
issuable from time to time pursuant to options granted under the
Patriot Bank Corp. Employee Stock Purchase Plan (the "Plan"),
when and if such shares are issued pursuant to and in accordance
with the Plan, will be duly and validly issued, fully paid and
nonassessable. We, as counsel to the Company, have reviewed:
1. The Pennsylvania Business Corporation Law of 1988, as
amended;
2. The Articles of Incorporation of the Company;
3. The By-laws of the Company; and
4. The Resolutions of the Board of Directors of the
Company adopted on December 18, 1997 and August 20,
1998 as certified by the Corporate Secretary of the
Company.
Based on our review of such documents, it is our opinion
that the Common Stock issuable upon the exercise of options
granted under the Plan, when and as issued and paid for in
accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable. In giving the
foregoing opinion, we have assumed that the Company will have, at
the time of the issuance of such Common Stock, a sufficient
number of authorized shares available for issue.
We consent to the filing of this opinion as an exhibit to
the registration statement the Company is filing today in
connection with the registration of 250,000 shares of the
Company's Common Stock, and to the reference to us under the
heading "legal matters" in the related Prospectus. In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours
/s/Stevens & Lee
Stevens & Lee
Exhibit 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated January 21, 1998 accompanying the
consolidated financial statements of Patriot Bank Corp. and
Subsidiaries appearing in the 1997 Annual Report on Form 10-K for
the year ended December 31, 1997 which is incorporated by
reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
August 19, 1998
