Registration No. 333-_____
As filed with the Securities and Exchange
Commission on April 14, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Peoples Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware To be applied for
(State of Incorporation) (IRS Employer Identification No.)
134 Franklin Corner Road
Lawrenceville, New Jersey 08648-0950
(Address of Principal Executive Offices)
Trenton Savings Bank FSB
and Peoples Bancorp, M.H.C.
1996 Stock Option Plan
(Full Title of the Plans)
Copies to:
Wendell T. Breithaupt Kenneth R. Lehman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Peoples Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
134 Franklin Corner Road A Professional Corporation
Lawrenceville, New Jersey 08648-0950 5335 Wisconsin Ave., N.W., #400
(609) 844-3106 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 check the following box. /X/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 1,127,544(2) $4.05(3) $4,566,553 $1,347
</TABLE>
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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 Trenton Savings Bank FSB and Peoples
Bancorp, M.H.C. 1996 Stock Option Plan (the "1996 Stock Option
Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Peoples Bancorp,
Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for
issuance underlying options granted pursuant to the 1996 Stock
Option Plan.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. Section 230.457(h)(1).
--------------------
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
1,127,544 shares of common stock, par value $.01 per share (the
"Common Stock") of Peoples Bancorp, Inc. (the "Registrant" or the
"Corporation") reserved for issuance and delivery upon the
exercise of options under the 1996 Stock Option Plan. Documents
containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in
the 1996 Stock Option Plan, as appropriate, as specified by
Securities Act Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Corporation pursuant to Sections
13(a) and (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 hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration
statement and be part hereof from the date of filing of such
documents. Any statement contained in this Registration
Statement, or in a document 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
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.
The following documents filed or to be filed with the
Commission is incorporated by reference in this Registration
Statement:
(A) Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1997 of Peoples Bancorp, Inc., originally filed with
the SEC under the Securities Exchange Act of 1934 on March 31,
1998.
(B) The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 333-
42889), originally filed with the SEC under the Securities Act of
1933 on December 22, 1997, as amended on February 5, 1998.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article TENTH of the Registrant's Certificate of
Incorporation provides for indemnification of directors and
officers as follows:
(A) Each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"),
<PAGE>
by reason of the fact that he or she is or was a Director or an
Officer of the Corporation or is or was serving at the request of
the Corporation as a Director, Officer, employee or agent of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a
Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
(B) The right to indemnification conferred in Section A of
this Article TENTH shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a
Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or
agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
(C) If a claim under Section A or B of this Article TENTH
is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce
a right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking
the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article TENTH or
otherwise shall be on the Corporation.
<PAGE>
(D) The rights to indemnification and to the advancement of
expenses conferred in this Article TENTH shall not be exclusive
of any other right which any person may have or hereafter acquire
under any statute, the Corporation's Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.
(E) The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
(F) The Corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and
Officers of the Corporation.
The Registrant maintains a directors' and officers'
liability policy with Fidelity and Deposit Company of Maryland.
Such policy provides for an aggregate liability coverage of $10.0
million.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed herewith or incorporated by
reference into this Registration Statement on Form S-8:
4 Trenton Savings Bank FSB and Peoples Bancorp, M.H.C.
1996 Stock Option Plan of Peoples Bancorp, Inc.
(Incorporated by reference to Exhibit 10.3 of the
Registration Statement on Form S-4 (Registration No.
333-23029) originally filed with the SEC on March 10,
1997, as amended on April 17, 1997.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
2. That, for the purpose of determining any liability
under the Securities Act of 1933, 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;
<PAGE>
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 1996 Stock Option Plan;
and
4. That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the
opinion included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
<PAGE>
SIGNATURES
The Registrant. 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
Lawrenceville, State of New Jersey, on this 10th day of April,
1998.
Peoples Bancorp, Inc.
By: \s\ Wendell T. Breithaupt
------------------------------
Wendell T. Breithaupt,
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 date indicated.
By: /s/ Wendell T. Breithaupt By: /s/ Robert Russo
------------------------- ----------------------------
Wendell T. Breithaupt, Robert Russo, Vice President
President and Chief Executive and Treasurer
Officer (Principal Executive (Chief Financial and
Officer) Accounting Officer)
Date: April 8, 1998 Date: April 8, 1998
By: /s/ John B. Sill, Jr. By:
------------------------- ----------------------------
John B. Sill, Jr., Peter S. Longstreth,
Chairman Director
Date: April 8, 1998 Date:
By: /s/ George A. Pruitt By: /s/ George W. Reinhard
------------------------- ----------------------------
George A. Pruitt, Director George W. Reinhard, Director
Date: April 8, 1998 Date: April 8, 1998
By: By:
------------------------- ----------------------------
Charles E. Stokes, Director Raymond E. Trainer, Director
Date: Date:
By: /s/ Miles W. Truesdell, Jr.
---------------------------
Miles W. Truesdell, Jr.,
Director
Date: April 8, 1998
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
April 10, 1998 (202) 274-2000
Board of Directors
Peoples Bancorp, Inc.
134 Franklin Corner Road
Lawrenceville, New Jersey 08648-0950
Re: Peoples Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of Peoples Bancorp,
Inc. (the "Company") common stock, par value $.01 per share (the
"Common Stock"), pursuant to the Trenton Savings Bank FSB and
Peoples Bancorp, M.H.C. 1996 Stock Option Plan (the "Plan"). We
have reviewed the Company's Certificate of Incorporation,
Registration Statement on Form S-8 (the "Form S-8"), as well as
applicable statutes and regulations governing the Company and the
offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock,
when sold in connection with the exercise of options granted
pursuant to the Plan, will be legally issued, fully paid and non-
assessable.
This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm. We hereby consent to the use of this opinion in the Form
S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE>
Independent Auditors' Consent
The Board of Directors
Peoples Bancorp, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of Peoples Bancorp, Inc. of our report
dated February 6, 1998, relating to the consolidated statements
of condition of Peoples Bancorp, Inc. as of December 31, 1997 and
1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears
in the December 31, 1997 Annual Report on Form 10-K of Peoples
Bancorp, Inc.
\s\ KPMG Peat Marwick LLP
Short Hills, New Jersey
April 9, 1998
