As filed with the Securities and Exchange Commission on June 2, 1998
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4EF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
6021
(Primary Standard Industrial Classification Code Number)
23-2900790
(I.R.S. Employer Identification No.)
102 East Drinker Street
Dunmore, Pennsylvania 18512
(717) 346-7667
(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]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Amount Proposed Maximum
Class of Securities to be Offering Price
Being Registered Registered Per Unit(1)
<S> <C> <C>
Common Stock par
value $1.25 per
share.................. 108,756 Shares $27.77
<CAPTION>
Proposed
Title of Each Maximum Amount
Class of Securities Aggregate Registration
Being Registered Offering Price(1) Fee(1)
<S> <C> <C>
Common Stock par
value $1.25 per
share.................. 108,756 Shares $3,020,154.12 $890.95
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457(f)(2), upon the book value of
the outstanding shares of common stock, par value $1.25 per share, of
First National Community Bank, as of May 31, 1998, of $27.77 per
share and a maximum of 1,199,180 shares of such stock to be converted
into Common Stock of Registrant in connection with the formation of a
holding company, of which 1,090,424 shares are registered pursuant to
Registrant's Registration Statement No. 333-24121 on Form S-4, as
amended, filed with the Commission on March 28, 1997.
</FN>
</TABLE>
<PAGE>
INTRODUCTION
The Registrant hereby files an abbreviated Registration Statement on Form
S-4, pursuant to Commission Rule 462(b) (the "Rule 462(b) Registration
Statement"), which Rule 462(b) Registration Statement contains a cover page, a
page incorporating Registrant's Registration Statement No. 333-24121 on Form
S-4, filed with the Commission on March 28, 1997, and as amended on December 31,
1997, and certain additional opinions and consents required as exhibits.
On November 19, 1997, Registrant's Board of Directors declared a 10% stock
dividend to shareholders of record, payable on December 31, 1997. The
declaration of a stock dividend was not contemplated in Registrant's
Registration Statement No. 333-24121, filed with the Commission on March 28,
1997, and effective on April 17, 1997. Therefor, Registrant hereby registers
108,756 additional shares of Registrant's common stock, par value $1.25 per
share, and, except as set forth herein, incorporates herein by reference the
information set forth in Registrant's Registration Statement No. 333-24121 on
Form S-4, as amended, all as prescribed by Commission Rule 462(b).
<PAGE>
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. (Incorporated by reference to Exhibit 2A to Registrant's
Registration Statement No. 333-24121, filed with the Commission on
March 28, 1997 and as amended by Amendment No. 1, filed with the
Commission on December 31, 1997.)
2B Plan of Merger dated as of March 12, 1997 between First National
Community Bank and First National Community Interim Bank.
(Incorporated by reference to Exhibit 2B to Registrant's Registration
Statement No. 333-24121, filed with the Commission on March 28, 1997
and as amended by Amendment No. 1, filed with the Commission on
December 31, 1997.)
3(i) Articles of Incorporation of Registrant. (Incorporated by reference to
Exhibit 3(i) to Registrant's Registration Statement No. 333-24121,
filed with the Commission on March 28, 1997 and as amended by
Amendment No. 1, filed with the Commission on December 31, 1997.)
3(ii)By-laws of Registrant. (Incorporated by reference to Exhibit 3(ii) to
Registrant's Registration Statement No. 333-24121, filed with the
Commission on March 28, 1997 and as amended by Amendment No. 1, filed
with the Commission on December 31, 1997.)
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. (Included in Exhibit 5.)
24 Power of Attorney given by the Officers and Directors of the
Registrant. ( Included on Signature Page.)
99D Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law of 1988, as amended, (15 Pa. C.S. ss.ss.1741-1750) relating to
indemnification. (Incorporated by reference to Exhibit 99D to
Registrant's Registration Statement No. 333-24121, filed with the
Commission on March 28, 1997 and as amended by Amendment No. 1, filed
with the Commission on December 31, 1997.)
<PAGE>
99E Excerpts from Section 215a of the National Bank Act Relating to
Dissenters' Rights. (Incorporated by reference to Exhibit 99E to
Registrant's Registration Statement No. 333-24121, filed with the
Commission on March 28, 1997 and as amended by Amendment No. 1, filed
with the Commission on December 31, 1997.)
(b) Not Applicable.
(c) Not Applicable.
<PAGE>
Item 22. Undertakings.
(a) 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 of 1933;
(ii) To reflect in the Proxy Statement/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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the 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.
(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.
(b) (1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
<PAGE>
(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (b)(1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
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 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the manner
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 1933 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy Statement/
Prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Dunmore, Commonwealth of
Pennsylvania, on the 27th day of May, 1998.
FIRST NATIONAL COMMUNITY BANCORP, INC.
By: /s/ J. David Lombardi
-------------------------------------
J. David Lombardi,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. David Lombardi and William S. Lance, and
each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or either of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.
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.
Signature and Capacity Date
/s/ J. David Lombardi
____________________________________ May 27, 1998
J. David Lombardi, President and CEO
/s/ Louis A. DeNaples
____________________________________ May 27, 1998
Louis A. DeNaples, Chairman of the Board
/s/ Angelo F. Bistocchi
____________________________________ May 27, 1998
Angelo F. Bistocchi, Director
/s/ Michael G. Cestone
____________________________________ May 27, 1998
Michael G. Cestone, Director
/s/ Michael J. Cestone, Jr.
____________________________________ May 27, 1998
Michael J. Cestone, Jr., Director
/s/ Dominick L. DeNaples
____________________________________ May 27, 1998
Dominick L. DeNaples, Director
/s/ Joseph J. Gentile
____________________________________ May 27, 1998
Joseph J. Gentile, Director
<PAGE>
/s/ Martin F. Gibbons
____________________________________ May 27, 1998
Martin F. Gibbons, Director
/s/ Joseph O. Haggerty
____________________________________ May 27, 1998
Joseph O. Haggerty, Director
____________________________________ May 27, 1998
George N. Juba, Director
/s/ John R. Thomas
____________________________________ May 27, 1998
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.
(Incorporated by reference to Exhibit
2A to Registrant's Registration Statement
No. 333-24121, filed with the Commission
on March 28, 1997 and as amended by
Amendment No. 1, filed with the Commission
on December 31, 1997.)
2B Plan of Merger dated as of March 12, 1997
between First National Community Bank and
First National Community Interim Bank.
(Incorporated by reference to Exhibit 2B to
Registrant's Registration Statement No. 333-24121,
filed with the Commission on March 28, 1997
and as amended by Amendment No. 1, filed with
the Commission on December 31, 1997.)
3(i) Articles of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3(i) to
Registrant's Registration Statement No. 333-24121,
filed with the Commission on March 28, 1997
and as amended by Amendment No. 1, filed with
the Commission on December 31, 1997.)
3(ii) By-laws of Registrant. (Incorporated by reference
to Exhibit 3(ii) to Registrant's Registration
Statement No. 333-24121, filed with the Commission
on March 28, 1997 and as amended by Amendment
No. 1, filed with the Commission on December 31,
1997.)
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.
(Included in Exhibit 5.)
24 Power of Attorney given by the Officers and
Directors of the Registrant (Included on signature page.)
<PAGE>
99D Subchapter D of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988,
as amended,(15 Pa.C.S.ss.ss.1741-1750) relating
to indemnification. (Incorporated by reference
to Exhibit 99D to Registrant's Registration
Statement No. 333-24121, filed with the Commission
on March 28, 1997 and as amended by Amendment No.1,
filed with the Commission on December 31, 1997.)
99E Excerpts from Section 215a of the National Bank
Act Relating to Dissenters' Rights.(Incorporated
by reference to Exhibit 99E to Registrant's
Registration Statement No. 333-24121, filed with
the Commission on March 28, 1997 and as amended by
Amendment No. 1, filed with the Commission
on December 31, 1997.)
EXHIBIT 5
Opinion of Shumaker Williams, P.C. of Camp Hill,
Pennsylvania, Special Counsel to Registrant,
as to the legality of shares of Registrant's
stock being registered
<PAGE>
SHUMAKER WILLIAMS, P.C.
P.O. BOX 88
HARRISBURG, PA 17108
(717) 763-1121
FAX (717) 763-7419
June 2, 1998
Mr. J. David Lombardi
President and Chief Executive Officer
FIRST NATIONAL COMMUNITY BANK
102 East Drinker Street
Dunmore, PA 18512
Re: First National Community Bancorp, Inc./
First National Community Bank
Our File No. 387-98
Dear Mr. Lombardi:
We have been engaged as Special Counsel to First National Community
Bank (the "Bank") and First National Community Bancorp, Inc., a Pennsylvania
business corporation (the "Company"), in connection with the organization of the
Company as a bank holding company and the preparation and filing of all relevant
documents with the Board of Governors of the Federal Reserve, the Comptroller of
the Currency, applicable state securities law administrators, and the Securities
and Exchange Commission (the "Commission").
We prepared a Registration Statement No. 333-24121 on Form S-4, filed
with the Commission on March 28, 1997, as amended by Amendment No.1 thereto on
December 31, 1997 ( the "Registration Statement"), relating to the offering by
the Company of a maximum of 1,090,424 shares of its common stock, par value
$1.25 per share (the "Common Stock") in connection with the organization of the
Company as a bank holding company. The Common Stock will be issued pursuant to
the Plan of Reorganization dated March 12, 1997 (the "Plan of Reorganization")
among the Company, the Bank, and First National Community Interim Bank (the
"Interim Bank"). Under the Plan of Reorganization, the Bank will merge with and
into Interim Bank and each share of the Bank's outstanding common stock, par
value $1.25 per share, (other than shares as to which dissenters' rights have
been perfected) will be converted into one (1) share of the Common Stock, par
value $1.25 per share, of the Company.
On November 19, 1997, the Bank's Board of Directors declared a 10%
stock dividend to shareholders of record, payable December 31, 1997. The 10%
stock dividend was not contemplated at the time the Registration Statement was
filed, therefore, pursuant to the provisions of Commission Rule 462(b) , we have
prepared a Registration Statement on Form S-4 for the Company to register the
additional 108,756 shares, which shares will be issued upon consummation of the
reorganization, to shareholders of the Company.
<PAGE>
Mr. J. David Lombardi
President and Chief Executive Officer
FIRST NATIONAL COMMUNITY BANK
June 2, 1998
Page 2
As Special Counsel to the Company and the Bank, we have supervised all
corporate proceedings in connection with the preparation and filing of the
Registration Statement. We have reviewed the Company's Articles of Incorporation
and By-laws, as presently in effect. We have reviewed an executed copy of the
Plan of Reorganization and all amendments thereto, copies of the Company's
corporate minutes and other proceedings and records relating to the
authorization and issuance of the Common Stock, the declaration of the stock
dividend, and such other documents and matters of law as we have deemed
necessary in order to render this opinion.
Based upon the foregoing, and in reliance thereon, it is our opinion
that, upon the consummation of the Plan of Reorganization and the Plan of Merger
in accordance with their respective terms, each of the shares of Common Stock
issued pursuant to the Registration Statement will be duly authorized, legally
and validly issued and outstanding, and fully paid and non-assessable on the
basis of present legislation.
We hereby consent to the use of this opinion in this Registration
Statement, and we further consent to the incorporation by reference of our name
in the Proxy Statement/Prospectus incorporated by reference from Registrant's
Registration Statement No. 333-24121 in this Registration Statement.
Sincerely yours,
SHUMAKER WILLIAMS, P.C.
BTL/db:77785
