As filed with the Securities and Exchange Commission on June 2, 1998
Registration No. 333-24121
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
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]
1
<PAGE>
INTRODUCTION
The Registrant hereby amends Item 21 of this Registration Statement
No.333-24121 on Form S-4 to submit Amendment No. 2 to the Plan of Merger, dated
March 12, 1997, and as amended December 17, 1998, between, First National
Community Bank and First National Community Interim Bank (the "Plan Amendment"),
at Exhibit 2D, in all other respects, the Registration Statement remains the
same. The Amendment No 2 extends the date of automatic termination from June 30,
1998, to December 31, 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.*
2D Amendment No. 2 to Plan of Merger, dated May 27, 1998, 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.
ss.ss.1741-1750) relating to indemnification.*
99E Excerpts from Section 215a of the National Bank Act Relating to
Dissenters' Rights -- incorporated herein by reference and filed
as Exhibit E to the Proxy Statement/Prospectus included in this
Registration Statement.*
(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 No. 2 to Registration Statement No. 333-24121 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
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement No. 333-24121 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
/s/ Martin F. Gibbons
____________________________________ May 27, 1998
Martin F. Gibbons, Director
<PAGE>
/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.*
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.*
2D Amendment No. 2 to Plan of Merger, dated May 27, 1998,
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.ss.ss.1741-1750)
relating to indemnification.*
99E Excerpts from Section 215a of the National Bank Act
Relating to Dissenters' Rights--incorporated herein by
reference and filed as Exhibit E to the Proxy Statement
/Prospectus included in this Registration Statement.*
* Previously Filed.
EXHIBIT 2D
Amendment No. 2 to Plan of Merger, dated May 27, 1998,
by and between First National Community Bank and
First National Community Interim Bank.
<PAGE>
AMENDMENT No. 2
TO
PLAN OF MERGER
THIS AMENDMENT, made as of this 27th day of May, 1998, to that certain Plan
of Merger, dated March 12, 1997 (the "Plan"), as amended on December 17, 1997,
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 June 30, 1998;
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 December 31, 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: /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 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 27, May, 1998, 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, 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/ Nancy T. Michalik
--------------------------------
(Seal of Notary) Notary Public, Lackawanna County
My commission expires:Aug. 7, 1999
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF LACKAWANNA :
On this 27, May, 1998, 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, 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/ Nancy T. Michalik
--------------------------------
(Seal of Notary) Notary Public, Lackawanna County
My commission expires: Aug 7, 1999
