Registration No. 333-_____
Filed May 17, 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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COMMONWEALTH BANCORP, INC.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 23-2828883
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(State of incorporation) (IRS Employer Identification No.)
Commonwealth Bank Plaza
2 West Lafayette Street
Norristown, Pennsylvania 19401
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(Address of principal executive offices, including zip code)
2000 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Raymond A. Tiernan, Esq.
Charles H. Meacham, Chairman and Kenneth B. Tabach, Esq.
Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Commonwealth Bancorp, Inc. 734 15th Street, N.W.
Commonwealth Bank Plaza Washington, D.C. 20005
2 West Lafayette Street (202) 347-0300
Norristown, Pennsylvania 19401
(610) 251-1600
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(Name, address, and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Maximum Maximum Registration
Securities Offering Aggregate Fee
to be Amount to be Price Offering
Registered Registered(1) Per Share Price
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Common Stock,
par value
$0.10 575,000 (2) $12.47(3) $7,170,250(3) $1,892.95
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(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") 2000 Incentive 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 purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share is equal to the average of the high and low
sales prices of the Common Stock on May 12, 2000 as reported by the Nasdaq
Stock Market.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section (a) of the Securities Act and 17
C.F.R. Section 230.462.
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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, 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 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.
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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.
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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):
No. Exhibit Page
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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 2000 Incentive Stock Option Plan **
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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 March 17, 2000.
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
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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
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.
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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 May 16, 2000.
COMMONWEALTH BANCORP, INC.
By: /s/ Charles H. Meacham
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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.
Name Title Date
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/s/ Charles H. Meacham Chairman and Chief May 16, 2000
- ------------------------- Executive Officer
Charles H. Meacham (principal executive officer)
/s/ Charles M. Johnston Senior Vice President and May 16, 2000
- ------------------------- Chief Financial Officer
Charles M. Johnston (principal financial and
accounting officer)
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Name Title Date
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/s/ George C. Beyer, Jr. Director May 16, 2000
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George C. Beyer, Jr.
/s/ Joseph E. Colen, Jr. Director May 16, 2000
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Joseph E. Colen, Jr.
/s/ Harry P. Mirabile Director May 16, 2000
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Harry P. Mirabile
/s/ Michael T. Kennedy Director May 16, 2000
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Michael T. Kennedy
/s/ Joanne Harmelin Director May 16, 2000
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Joanne Harmelin
/s/ Martin E. Kenney
- ------------------------- Director May 16, 2000
Martin E. Kenney
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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
May 17, 2000
Board of Directors
Commonwealth Bancorp, Inc.
Commonwealth Bank Plaza
2 West Lafayette Street
Norristown, Pennsylvania 19401
Re: Registration Statement on Form S-8
575,000 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 575,000 shares of common
stock, par value $.10 per share ("Common Stock"), to be issued under the
Corporation's 2000 Incentive 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
Board of Directors
May 17, 2000
Page Two
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 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
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
February 7, 2000 on the consolidated financial statements of Commonwealth
Bancorp, Inc. (the "Company"), included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
May 15, 2000
