Registration No. 333-________
Filed May 1, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PITTSBURGH FINANCIAL CORP.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 25-1772349
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(State of incorporation) (IRS Employer Identification No.)
225 Ross Street
Pittsburgh, Pennsylvania 15219
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(Address of principal executive offices, including zip code)
2000 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
J. Ardie Dillen
Chairman, President and Chief Executive Officer
Pittsburgh Financial Corp.
225 Ross Street
Pittsburgh, Pennsylvania 15219
(412) 227-1945
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(Name, address, and telephone number of agent for service)
Copies to:
Norman B. Antin, Esq.
Patricia J. Wohl, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
Page 1 of 13 Pages
Index to Exhibits is located on page 6.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------
Common Stock, 18,000 $9.00(3) $162,000(3) $ 42.77
par value
$0.01
Common Stock, 70,365 $8.75(4) $615,694(4) $ 162.54
par value ------ ------
$0.01
Total 88,365(2) $ 205.31
========= ======
- ------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Pittsburgh Financial Corp. ("Company" or "Registrant") 2000 Stock
Option Plan (the "Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock, $0.01 par value per
share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase 18,000 shares of Common Stock
which are outstanding under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 70,365 shares for
which stock options have not been granted under the Plan is equal to the
average of the high and low prices of the Common Stock of the Company on
April 24, 2000 on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") National Market.
--------------------------
This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R.
Section 230.462.
2
PART I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
- ------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1999 filed with the Commission on December 29, 1999;
(b) All reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the Annual Report referred to in clause (a)
above;
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-A (File No. 0-27522)
filed with the Commission on January 16, 1996;
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein,
3
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.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Pennsylvania Business Corporation Act, Article 9
of the Registrant's Amended and Restated Articles of Incorporation provides as
follows:
Article 9. Indemnification, etc. of Officers, Directors, Employees and
Agents.
A. Personal Liability of Directors and Officers. The personal
liability of the directors and officers of the Corporation for monetary
damages for conduct in their capacities as such shall be eliminated to the
fullest extent permitted by the BCL as it exists on the effective date of
these Amended and Restated Articles of Incorporation or as such law may be
thereafter in effect. No amendment, modification or repeal of this Article
9.A, nor the adoption of any provision of these Amended and Restated Articles
of Incorporation inconsistent with this Article 9.A, shall adversely affect
the rights provided hereby with respect to any claim, issue or matter in any
proceeding that is based in any respect on any alleged action or failure to
act prior to such amendment, modification, repeal or adoption.
B. Indemnification. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in
the right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the full extent permissible
under Pennsylvania law.
C. Advancement of Expenses. Reasonable expenses incurred by an
officer, director, employee or agent of the Corporation in defending a civil
or criminal action, suit or proceeding described in Section B of this Article
9 may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such
4
person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders
or directors or otherwise, both as to actions in their official capacity and
as to actions in another capacity while holding an office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.
E. Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of
this Article 9.
F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees and agents for the purpose
of securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 9.
G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such
person to the advance of expenses or indemnification related to a claim based
on an act or failure to act which took place prior to such amendment, repeal
or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the action, suit or proceeding is authorized, either
before or after its commencement, by the affirmative vote of a majority of the
directors in office.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
5
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit
--- -------
4 Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of attorney for any subsequent amendments
is located in the signature pages
99 2000 Stock Option Plan**
- -----------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-99658) filed with the Commission on
November 21, 1995, as amended.
** Incorporated by reference from the Company's definitive Proxy Statement
(Commission File No. 0-27522) filed with the Commission on December 27,
1999.
Item 9. Undertakings.
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 (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is
6
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against 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 has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the questions whether such indemnification
by it is against public policy expressed in the Securities Act and will be
governed by the final adjudication of such issue.
7
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 the Commonwealth of Pennsylvania on April 27,
2000.
PITTSBURGH FINANCIAL CORP.
/s/ J. Ardie Dillen
By: ----------------------------------
J. Ardie Dillen
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints J. Ardie Dillen his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
April 27, 2000
/s/ J. Ardie Dillen
- -------------------------------------------------
J. Ardie Dillen
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
April 27, 2000
/s/ Michael J. Kirk
- -------------------------------------------------
Michael J. Kirk
Executive Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
April 27, 2000
/s/ James M. Droney, Jr.
- -------------------------------------------------
James M. Droney, Jr.
Director
April 27, 2000
/s/ Joseph G. Lang
- -------------------------------------------------
Joseph G. Lang
Director
April 27, 2000
/s/ Richard F. Lerach
- -------------------------------------------------
Richard F. Lerach
Director
April 27, 2000
/s/ Gregory G. Maxcy
- -------------------------------------------------
Gregory G. Maxcy
Secretary and Director
April 27, 2000
/s/ Kenneth R. Rieger
- -------------------------------------------------
Kenneth R. Rieger
Director
April 27, 2000
/s/ Stephen Spolar
- -------------------------------------------------
Stephen Spolar
Director
April 27, 2000
/s/ Charles A. Topnick
- -------------------------------------------------
Charles A. Topnick
Director
Pursuant to the requirements of the Securities Act of 1933, the
administrators have duly caused this Registration Statement to be signed by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania, on April 27, 2000.
PITTSBURGH FINANCIAL CORP.
2000 STOCK OPTION PLAN
/s/ Charles A. Topnick
April 27, 2000 -------------------------------------
Charles A. Topnick
Administrator
/s/ Joseph G. Lang
April 27, 2000 -------------------------------------
Joseph G. Lang
Administrator
/s/ Kenneth R. Rieger
April 27, 2000 -------------------------------------
Kenneth R. Rieger
Administrator
/s/ Stephen Spolar
April 27, 2000 -------------------------------------
Stephen Spolar
Administrator
EXHIBIT 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
TIMOTHY B. MATZ 12th Floor PATRICIA J. WOHL
STEPHEN M. EGE 734 15th Street, N.W. DAVID TEEPLES
RAYMOND A. TIERNAN Washington, D.C. 20005 DANIEL R. KLEINMAN
GERARD L. HAWKINS ERIC M. MARION
NORMAN B. ANTIN __________ BRIAN J. CRAIG
JOHN P. SOUKENIK* ________________
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL Telephone: (202) 347-0300 SENIOR COUNSEL
DANIEL P. WEITZEL Facsimile: (202) 347-2172
PHILIP ROSS BEVAN WWW.EMTH.COM W. MICHAEL HERRICK
HUGH T. WILKINSON
JEFFREY D. HAAS OF COUNSEL
KEVIN M. HOULIHAN
KENNETH B. TABACH ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
April 27, 2000
VIA EDGAR
Board of Directors
Pittsburgh Financial Corp.
225 Ross Street
Pittsburgh, Pennsylvania 15219
Re: Registration Statement on Form S-8
88,365 Shares of Common Stock
Gentlemen:
We are special counsel to Pittsburgh Financial Corp., a Pennsylvania
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 88,365 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 2000 Stock Option Plan (the "Plan") upon the exercise of
stock options and/or appreciation rights (referred to as "Option Rights").
The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the Plan to adjust the number
of shares reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate. We are relying
upon the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Corporation and such other
instruments, certificates and representations of public officials, officers
and representatives of the Corporation as we have deemed relevant as a basis
for
Board of Directors
April 27, 2000
Page 2
this opinion. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed such
laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights
are exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) no change occurs in applicable law or the pertinent facts;
and (iv) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Norman B. Antin
---------------------------------
Norman B. Antin, a Partner
EXHIBIT 23.2
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333________) and related Prospectus pertaining to the 2000
Stock Option Plan of Pittsburgh Financial Corp. of our report dated October
29, 1999, with respect to the consolidated financial statements of Pittsburgh
Financial Corp., formerly Pittsburgh Home Financial Corp., incorporated by
reference in its Annual Report (Form 10-K) for the year ended September 30,
1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
April 26, 2000
