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Registration No. 333-_____
Filed March 27, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMMONWEALTH BANCORP, INC.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
<TABLE>
<S> <C>
Pennsylvania 23-2828883
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(State of incorporation) (IRS Employer Identification No.)
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Commonwealth Bank Plaza
2 West Lafayette Street
Norristown, Pennsylvania 19401
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(Address of principal executive offices, including zip code)
1996 STOCK OPTION PLAN
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(Full Title of the Plan)
<TABLE>
<S> <C>
Charles H. Meacham, Chairman and Copies to:
Chief Executive Officer Raymond A. Tiernan, Esq.
Commonwealth Bancorp, Inc. Kenneth B. Tabach, Esq.
Commonwealth Bank Plaza Elias, Matz, Tiernan & Herrick L.L.P.
2 West Lafayette Street 734 15th Street, N.W.
Norristown, Pennsylvania 19401 Washington, D.C.
(610) 251-1600 (202) 347-0300
- --------------------------------------
(Name, address, and telephone number
of agent for service)
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.10 915,142 $15.01 (3) $13,736,281 (3) $4,052.20
Common Stock, par
value $0.10 72,073 $21.00 (4) $ 1,513,533 (4) $ 446.49
--------- -------
Total 987,215 (2) $15,249,814 $4,498.69
======= ========== ========
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</TABLE>
(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 Commonwealth Bancorp, Inc. ("Company" or "Registrant") 1996 Stock Option
Plan (the "Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, $0.10 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 915,142 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 72,073 shares for which stock
options have not been granted under the Plan is equal to the closing sales
price of the Common Stock of the Company on March 20, 1998 on the Nasdaq Stock
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
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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 December 31, 1997;
(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
filed with the Commission on March 11, 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, 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.
3
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Bylaws provides as follows:
6.1 Third Party Actions. 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 or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful, provided that the Corporation shall not be
liable for any amounts which may be due to any such person in connection with a
settlement of any action or proceeding effected without its prior written
consent or any action or proceeding initiated by any such person (other than an
action or proceeding to enforce rights to indemnification hereunder).
6.2 Derivative and Corporate Actions. 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 by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a representative of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, provided that the
Corporation shall not be liable for any amounts which may be due to any such
person in connection with a settlement of any action or proceeding affected
without its prior written consent. Indemnification shall not be made under this
Section 6.2 in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the Corporation unless and only to the extent
that the court of common pleas of the judicial district embracing the county in
which the registered office of the Corporation is located or the court in which
the action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for the expenses that the
court of common pleas or other court deems proper.
6.3 Mandatory Indemnification. To the extent that a representative of
the Corporation has been successful on the merits or otherwise in defense of
any action or proceeding referred to in Section 6.1 or Section 6.2 or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
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6.4 Procedure for Effecting Indemnification. Unless ordered by a court,
any indemnification under Section 6.1 or Section 6.2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances because he
has met the applicable standard of conduct set forth in those sections. The
determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the stockholders.
6.5 Advancing Expenses. Expenses (including attorneys' fees) incurred
in defending any action or proceeding referred to in this Article VI shall be
paid by the Corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VI
or otherwise.
6.6 Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a representative of
the Corporation or is or was serving at the request of the Corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, 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 that liability under the provisions of this
Article VI.
6.7 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director or officer provided in this Article VI 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 VI 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 or repeal.
The Company carries a liability insurance policy for its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
5
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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):
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<CAPTION>
No. Exhibit Page
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<S> <C> <C>
4 Common Stock Certificate *
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
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 Arthur Andersen LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 1996 Stock Option Plan **
</TABLE>
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-80561) filed with the Commission on December
18, 1995.
** Incorporated by reference from the Company's definitive proxy statement
filed with the Commission on November 8, 1996.
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
6
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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 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
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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 March 27th, 1998.
COMMONWEALTH BANCORP, INC.
By: /s/ Charles H. Meacham
-------------------------------------
Charles H. Meacham
Chairman 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 Charles H. Meacham 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.
<TABLE>
<CAPTION>
Name Title Date
------------------------ ---------------------------- --------------
<S> <C> <C>
/s/ Charles H. Meacham Chairman and Chief March 27, 1998
------------------------ Executive Officer
Charles H. Meacham (principal executive officer)
/s/ Charles M. Johnston Senior Vice President and Chief March 27, 1998
------------------------- Financial Officer (principal
Charles M. Johnston financial and accounting
officer)
</TABLE>
8
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<TABLE>
<CAPTION>
Name Title Date
-------------------------- ----------------------- --------------
<S> <C> <C>
/s/ George C. Beyer, Jr. Director March 27, 1998
--------------------------
George C. Beyer, Jr.
/s/ Joseph E. Colen, Jr. Director March 27, 1998
-------------------------
Joseph E. Colen, Jr.
/s/ William B. Haines, Jr. Director March 27, 1998
--------------------------
William B. Haines, Jr.
/s/ Harry P. Mirabile Director March 27, 1998
--------------------------
Harry P. Mirabile
/s/ Nicholas Sclufer Director March 27, 1998
--------------------------
Nicholas Sclufer
/s/ Matthew T. Welde Director March 27, 1998
-------------------------
Matthew T. Welde
/s/ Michael T. Kennedy Director March 27, 1998
-------------------------
Michael T. Kennedy
/s/ Joanne Harmelin Director March 27, 1998
--------------------------
Joanne Harmelin
</TABLE>
9
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EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
March 27, 1998
Board of Directors
Commonwealth Bancorp, Inc.
Commonwealth Bank Plaza
2 West Lafayette Street
Norristown, Pennsylvania 19401
Re: Registration Statement on Form S-8
987,215 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Commonwealth Bancorp, Inc., 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 987,215 shares of common
stock, par value $.10 per share ("Common Stock"), to be issued under the
Corporation's 1996 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, the
Articles of Incorporation and 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
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
<PAGE> 2
Board of Directors
March 27, 1998
Page 2
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 filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Kenneth B. Tabach
----------------------------------
Kenneth B. Tabach, a Partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report, dated
January 30, 1998, included in Commonwealth Bancorp, Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
March 26, 1998
