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Registration No. 333-________
Filed May 14, 1998
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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PENNWOOD BANCORP, INC.,
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 25-1783648
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(State of incorporation) (IRS Employer Identification No.)
683 Lincoln Avenue
Pittsburgh, Pennsylvania 15202
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(Address of principal executive offices, including zip code)
PENNWOOD BANCORP, INC. 1997 STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Kenneth B. Tabach, Esq.
Paul S. Pieffer Fiorello J. Vicencio, Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Pennwood Bancorp, Inc. 734 15th Street, N.W.
683 Lincoln Avenue Washington, D.C. 20005
Pittsburgh, Pennsylvania 15202 (202) 347-0300
(412) 761-1234
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(Name, address, and telephone number
of agent for service)
Page 1 of 10 pages
Index to Exhibits is located on page 6.
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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
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 51,861 $14.125 (3) $732,537.00 (3) $220.00
Common Stock, par
value $0.01 per share 9,152 $19.500 (4) $178,464.00 (4) $ 55.00
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Total 61,013 (2) $911,001.00 $275.00
====== =========== =======
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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 Pennwood Bancorp, Inc. ("Company" or "Registrant") 1997 Stock Option Plan
(the "Plan") as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock, par value $0.01 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 51,861 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 9,152 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 April 30, 1998 on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National
Market System.
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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.
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PART I
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* 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 of 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-KSB for the
year ended June 30, 1997 filed with the Commission on September
29, 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-B
(File No. 0-21939) filed with the Commission on January 9, 1997,
as amended;
(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
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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, Section
VI of the Company's Bylaws provides as follows:
SECTION VI
INDEMNIFICATION
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
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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.
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 Section 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
Section 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
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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 Section VI.
6.7 Modification. The duties of the Corporation to indemnify and
to advance expenses to a director or officer provided in this Section 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 Section 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
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-B):
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 KPMG Peat Marwick LLP
24 Power of attorney for any subsequent
amendments is located in the signature pages
99 Pennwood Bancorp, Inc. 1997 Stock Option Plan**
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* Incorporated by reference from the Company's Registration Statement
on Form SB-2 (Commission File No. 333-02472) filed with the Commission on March
15, 1996.
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** Incorporated by reference from the Company's Proxy Statement on
Schedule 14A filed with the Commission on February 21, 1997.
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 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
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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 city of Pittsburgh, Commonwealth of Pennsylvania, on
May 14, 1998.
PENNWOOD BANCORP, INC.
By: /s/ Paul S. Pieffer
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Paul S. Pieffer
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 Paul S. Pieffer 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.
/s/ Paul S. Pieffer May 14, 1998
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Paul S. Pieffer
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ James W. Kihm May 14, 1998
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James W. Kihm
Vice President and Secretary (Principal Financial
and Accounting Officer)
/s/ Charles R. Frank May 14, 1998
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Charles R. Frank
Chairman of the Board
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/s/ Mary M. Frank May 14, 1998
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Mary M. Frank
Vice Chairman of the Board and Treasurer
/s/ John B. Mallon May 14, 1998
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John B. Mallon
Director
/s/ C. Joseph Touhill May 14, 1998
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C. Joseph Touhill
Director
/s/ Robert W. Hannan May 14, 1998
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Robert W. Hannan
Director
/s/ Michael Kotyk May 14, 1998
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Michael Kotyk
Director
May 14, 1998
/s/ H. J. Zoffer
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H. J. Zoffer
Director
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EXHIBIT 5
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15th Street, N.W.
Washington D.C. 20005
(202) 347-0300
May 14, 1998
Board of Directors
Pennwood Bancorp, Inc.
683 Lincoln Avenue
Pittsburgh, Pennsylvania 15202
Re: Registration Statement on Form S-8
61,013 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Pennwood 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 61,013 shares of the
Corporation's common stock, par value $.01 per share ("Common Stock"), to be
issued pursuant to the Corporation's 1997 Stock Option Plan (the "Plan") upon
the exercise of stock options. 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 Articles of Incorporation and the 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 the opinions expressed herein. 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.
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Board of Directors
May 14, 1998
Page 2
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to stock options granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the stock options; (ii) on the dates the stock options
are exercised, the stock options 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) the stock options are exercised in accordance with their terms and
the exercise price therefor is paid in accordance with the terms thereof; (iv)
no change occurs in applicable law or the pertinent facts; and (v) 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 use 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
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EXHIBIT 23.2
[KPMG Peat Marwick LLP Letterhead]
The Board of Directors
Pennwood Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 pertaining to the Pennwood Bancorp, Inc. 1997 Stock Option Plan of our
report dated August 11, 1997, relating to the consolidated statements of
financial condition of Pennwood Bancorp, Inc. as of June 30, 1997 and 1996, and
the related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended June 30, 1997, which
report appears in the June 30, 1997 annual report on Form 10-KSB of Pennwood
Bancorp, Inc.
/s/ KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
May 6, 1998
