As filed with the Securities and Exchange Commission on
December 31, 1997 Registration No. 333-24121
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST NATIONAL COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
6021
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(Primary Standard Industrial Classification Code Number)
23-2900790
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(I.R.S. Employer Identification No.)
102 East Drinker Street
Dunmore, Pennsylvania 18512
(717) 346-7667
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(Address, including ZIP Code, and telephone number,including
area code, of registrant's principal executive offices)
J. David Lombardi, President
FIRST NATIONAL COMMUNITY BANCORP, INC.
102 East Drinker Street
Dunmore, Pennsylvania 18512
(717) 346-7667
---------------------------------------------
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
With A Copy To:
Nicholas Bybel, Jr., Esquire
B. Tyler Lincoln, Esquire
Shumaker Williams, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
Telephone: (717) 763-1121
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after the
effective date of the Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box. x
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<PAGE>
INTRODUCTION
The Registrant hereby amends Item 21 of this Registration
Statement No.333-24121 on Form S-4 to submit the Amendment to
the Plan of Merger, dated December 17, 1997, between, First
National Community Bank and First National Community Interim Bank
(the "Plan Amendment"), at Exhibit 2C, in all other respects, the
Registration Statement remains the same. The Plan Amendment
extends the date of automatic termination from December 31, 1997,
to June 30, 1998.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
2A Plan of Reorganization dated as of March 12, 1997,
among Registrant, First National Community Bank and
First National Community Interim Bank.*
2B Plan of Merger dated as of March 12, 1997, between
First National Community Bank and First National
Community Interim Bank.*
2C Amendment to Plan of Merger, dated December 17, 1997,
by and between First National Community Bank and First
National Community Interim Bank.
3(i) Articles of Incorporation of Registrant.*
3(ii)By-laws of Registrant.*
5 Opinion of Shumaker Williams, P.C. of Camp Hill,
Pennsylvania, Special Counsel to Registrant, as to the
legality of the shares of Registrant's stock being
registered.*
23 Consent of Shumaker Williams, P.C. of Camp Hill,
Pennsylvania, Special Counsel to Registrant.*
24 Power of Attorney given by the Officers and Directors
of the Registrant.*
99D Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended, (15 Pa. C.S.
Sections 1741-1750) relating to indemnification.*
99E Excerpts from Section 215a of the National Bank Act
Relating to Dissenters' Rights.*
(b) Not Applicable.
(c) Not Applicable.
- ------------------
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dunmore, Commonwealth of
Pennsylvania, on the 17th day of December, 1997.
FIRST NATIONAL COMMUNITY
BANCORP, INC.
By: /s/ J. David Lombardi
------------------------------------
J. David Lombardi,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature and Capacity Date
---------------------- ----
/s/ J. David Lombardi December 17, 1997
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J. David Lombardi, President and CEO
/s/ Louis A. DeNaples December 17, 1997
- ----------------------------------------
Louis A. DeNaples, Chairman of the Board
/s/ Angelo F. Bistocchi December 17, 1997
- ----------------------------------------
Angelo F. Bistocchi, Director
/s/ Michael J. Cestone December 17, 1997
- ----------------------------------------
Michael G. Cestone, Director
December 17, 1997
- ----------------------------------------
Michael J. Cestone, Jr., Director
/s/ Dominick L. DeNaples December 17, 1997
- ----------------------------------------
Dominick L. DeNaples, Director
/s/ Joseph J. Gentile December 17, 1997
- ----------------------------------------
Joseph J. Gentile, Director
/s/ Martin F. Gibbons December 17, 1997
- ----------------------------------------
Martin F. Gibbons, Director
/s/ Joseph O. Haggerty December 17, 1997
- ----------------------------------------
Joseph O. Haggerty, Director
December 17, 1997
- ----------------------------------------
George N. Juba, Director
December 17, 1997
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John R. Thomas, Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Index
Number Page
- ------------- -------
2A Plan of Reorganization dated as of
March 12, 1997, among Registrant, First
National Community Bank and First
National Community Interim Bank.*
2B Plan of Merger dated as of March 12, 1997,
between First National Community Bank
and First National Community Interim Bank.*
2C Amendment to Plan of Merger, dated 6
December 17, 1997, by and between First
National Community Bank and First National
Community Interim Bank.
3(i) Articles of Incorporation of Registrant.*
3(ii)By-laws of Registrant.*
5 Opinion of Shumaker Williams, P.C. of Camp Hill,
Pennsylvania, Special Counsel to Registrant,
as to the legality of the shares of Registrant's
stock being registered.*
23 Consent of Shumaker Williams, P.C. of Camp Hill,
Pennsylvania, Special Counsel to Registrant.*
24 Power of Attorney given by the Officers and
Directors of the Registrant.*
99D Subchapter D of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended,
(15 Pa. C.S. Sections1741-1750) relating to
indemnification.*
99E Excerpts from Section 215a of the National
Bank Act Relating to Dissenters' Rights.*
_____________
* Previously Filed.
EXHIBIT 2C
Amendment to Plan of Merger, dated December 17, 1997,
by and between First National Community Bank and
First National Community Interim Bank.
<PAGE>
AMENDMENT
TO
PLAN OF MERGER
--------------
THIS AMENDMENT, made as of this 17th day of December, 1997,
to that certain Plan of Merger, dated March 12, 1997 (the "Plan")
by and between First National Community Bank (the "Bank"), a
banking association organized under the laws of the United
States, and First National Community Interim Bank (the "Interim
Bank"), a banking association organized under the laws of the
United States (Collectively, the Bank and the Interim Bank are
referred to herein as the "Parties").
WHEREAS, the Parties desire to extend the date of
termination of the Plan, which, as currently in effect, will
automatically expire on December 31, 1997;
NOW, THEREFORE in consideration of the mutual promises set
forth herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound hereby, and intending to bind their
respective successors and assigns, mutually agree as follows:
1. Section 11 of the Plan is amended in its entirety to
read as follows:
Section 11.
This Agreement may be terminated by the unilateral action of
the Board of Directors of either participant prior to the
approval of the participant's stockholders or by the mutual
consent of the Board of Directors of both participants after the
stockholders have taken affirmative action. Time is of the
essence in this Agreement. If for any reason the transaction
contemplated herein is not consummated by June 30, 1998, this
Agreement shall terminate automatically unless extended, in
writing, by mutual action of the Boards of Directors of each
participant.
2. All remaining provisions of the Plan shall remain in
full force and effect.
3. Unless otherwise defined herein, all capitalized terms,
used in this Amendment and that are defined in the Plan shall
have the respective meanings therein ascribed to them.
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this
Amendment to the Plan to be executed as of the day and year first
written above, pursuant to a resolution of its respective Board
of Directors, acting by a majority thereof.
ATTEST: FIRST NATIONAL COMMUNITY BANK
/s/ Robert J. Mancuso By: J. David Lombardi
- -------------------------- -----------------------------
Robert J. Mancuso, Cashier J. David Lombardi, President
/s/ Angelo F. Bistocchi
------------------------------
Angelo F. Bistocchi
/s/ Michael G. Cestone
------------------------------
Michael G. Cestone
/s/ Michael J. Cestone, Jr.
------------------------------
Michael J. Cestone, Jr.
/s/ Dominick L. DeNaples
------------------------------
Dominick L. DeNaples
/s/Louis A. DeNaples
------------------------------
Louis A. DeNaples
/s/Joseph J. Gentile
------------------------------
Joseph J. Gentile
/s/ Martin F. Gibbons
------------------------------
Martin F. Gibbons
/s/ Joseph O. Haggerty
------------------------------
Joseph O. Haggerty
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George N. Juba
/s/ J. David Lombardi
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J. David Lombardi
/s/ John R. Thomas
------------------------------
John R. Thomas
Directors of First National
Community Bank
Lackawanna County,
Pennsylvania
<PAGE>
ATTEST: FIRST NATIONAL COMMUNITY
INTERIM BANK
/s/ Robert J. Mancuso By:/s/ J. David Lombardi
- -------------------------- -----------------------------
Robert J. Mancuso, Cashier J. David Lombardi, President
/s/ Angelo F. Bistocchi
------------------------------
Angelo F. Bistocchi
/s/ Michael G. Cestone
------------------------------
Michael G. Cestone
/s/ Michael J. Cestone, Jr.
------------------------------
Michael J. Cestone, Jr.
/s/ Dominick L. DeNaples
------------------------------
Dominick L. DeNaples
/s/Louis A. DeNaples
------------------------------
Louis A. DeNaples
/s/Joseph J. Gentile
------------------------------
Joseph J. Gentile
/s/ Martin F. Gibbons
------------------------------
Martin F. Gibbons
/s/ Joseph O. Haggerty
------------------------------
Joseph O. Haggerty
------------------------------
George N. Juba
/s/ J. David Lombardi
------------------------------
J. David Lombardi
/s/ John R. Thomas
------------------------------
John R. Thomas
Directors of First National
Community Interim Bank,
Lackawanna County,
Pennsylvania
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF LACKAWANNA :
On this December 17, 1997, before me, a Notary Public for
the State and County aforesaid, personally came J. David
Lombardi, as President, and Robert J. Mancuso, as Cashier, of
First National Community Bank (the "Bank"), and each in his
capacity acknowledged the foregoing instrument to be the act and
deed of the Bank and the seal affixed thereto to be its seal; and
came also Angelo F. Bistocchi, Michael G. Cestone, Michael J.
Cestone, Jr., Dominick L. DeNaples, Louis A. DeNaples, Joseph J.
Gentile, Martin F. Gibbons, Joseph O. Haggerty, George N. Juba,
J. David Lombardi and John R. Thomas, being at least a majority
of the Board of Directors of the Bank, and each of them
acknowledged said instrument to be the act and deed of the Bank
and of himself as director thereof.
WITNESS my official seal and signature this day and year
aforesaid.
/s/ Diana E. Janes
--------------------------------
Diana E. Janes
(Seal of Notary) Notary Public, Lackawanna County
My commission expires: January 8, 2001
NOTARIAL SEAL
DIANA E. JANES, NOTARY PUBLIC
DICKSON CITY BORO., LACKAWANNA COUNTY
MY COMMISSION EXPIRES JANUARY 8, 2001
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF LACKAWANNA :
On this December 17, 1997, before me, a Notary Public for
the Commonwealth and County aforesaid, personally came J. David
Lombardi, as President, and Robert J. Mancuso, as Cashier, of
First National Community Interim Bank (the "Interim Bank"), and
each in his capacity acknowledged the foregoing instrument to be
the act and deed of the Interim Bank and the seal affixed thereto
to be its seal; and came also Angelo F. Bistocchi, Michael G.
Cestone, Michael J. Cestone, Jr., Dominick L. DeNaples, Louis A.
DeNaples, Joseph J. Gentile, Martin F. Gibbons, Joseph O.
Haggerty, George N. Juba, J. David Lombardi and John R. Thomas,
being at least a majority of the Board of Directors of the
Interim Bank and each of them acknowledged said instrument to be
the act and deed of the Interim Bank and of himself as a director
thereof.
WITNESS my official seal and signature this day and year
aforesaid.
/s/ Diana E. Janes
-----------------------------------
Diana E. Janes
(Seal of Notary) Notary Public, Lackawanna County
My commission expires: January 8, 2001
NOTARIAL SEAL
DIANA E. JANES, NOTARY PUBLIC
DICKSON CITY BORO., LACKAWANNA COUNTY
MY COMMISSION EXPIRES JANUARY 8, 2001
