SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - May 17, 2000
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 1- 23-2900790
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State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
102 East Drinker Street
Dunmore, Pennsylvania 18512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (570) 346-7667
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N/A
(Former name or former address, if changed since last report)
Page 1 of 9 Sequentially Numbered Pages
Index to Exhibits Found on Page 4
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On May 17, 2000 at the Annual Meeting of Shareholders of First
National Community Bancorp, Inc., the shareholders voted to
increase the aggregate number of shares that the Registrant
shall have authority to issue to twenty million (20,000,000)
shares of Common Stock having a par value of One Dollar and
Twenty-five Cents ($1.25) per share. The Registrant hereby
files (attached as Exhibit 99.1) Amended and Restated Articles
of Incorporation concerning the same and to reflect the Board
of Directors' action to restate the operative provisions of
the Registrant's Articles of Incorporation.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99.1 Amended and Restated Articles of Incorporation of
the Registrant.
Item 8. Change in Fiscal Year.
Not Applicable.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Registrant)
Dated: May 17, 2000 /s/ J. David Lombardi
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J. David Lombardi, President and
Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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99.1 Amended and Restated Articles of
Incorporation of the Registrant 6
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EXHIBIT 99.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF THE REGISTRANT
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FIRST NATIONAL COMMUNITY BANCORP, INC.
In compliance with the requirements of 15 Pa.C.S. ss.1306 (relating to
Articles of Incorporation), the undersigned, desiring to incorporate a business
corporation for profit, hereby state(s) that:
1. The name of the Corporation is First National Community Bancorp,
Inc.
2. The address, including street and number, of this Corporation's
initial registered office in this Commonwealth is 102 East
Drinker Street, Dunmore, Pennsylvania 18512-2491, Lackawanna
County.
3. The Corporation is incorporated under the provisions of the
Pennsylvania Business Corporation Law of 1988, as amended. (15
Pa. C.S.ss.ss.1101 et seq.)
4. The purpose or purposes of the Corporation are to have unlimited
power to engage in and to do any lawful act concerning any or all
business for which corporations may be incorporated under the
provisions of the Pennsylvania Business Corportion Law of 1988,
as amended.
5. The aggregate number of shares that the Corporation shall have
authority to issue is twenty million (20,000,000) shares of
Common Stock having a par value of One Dollar and Twenty-five
Cents ($1.25) per share.
6. The name and address, including street and number, if any, of
each of the Incorporators, and the number and class of shares
subscribed to by each Incorporator is:
Name Address Number and Class of Shares
Louis A. DeNaples 400 Mill Street One Share of Common
Dunmore, PA 18512 Stock
J. David Lombardi P.O. Box 629 One Share of Common
Dunmore, PA 18512 Stock
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7. No merger, consolidation, liquidation or dissolution of the
Corporation, nor any action that would result in the sale or
other disposition of all or substantially all of the assets of
the Corporation shall be valid unless first approved by the
affirmative vote of:
(a) the holders of at least seventy-five percent (75%) of the
outstanding shares of Common Stock of the Corporation; or
(b) the holders of at least fifty-one percent (51%) of the
outstanding shares of Common Stock of the Corporation, provided
that such transaction has received the prior approval of at least
a majority of the Board of Directors.
8. Cumulative voting rights shall not exist with respect to the
election of Directors.
9. (a) The Board of Directors may, if it deems advisable, oppose a
tender or other offer for the Corporation's securities, whether
the offer is in cash or in the securities of a corporation or
otherwise. When considering whether to oppose an offer, the Board
of Directors may, but is not legally obligated to, consider any
relevant, germane or pertinent issue; by way of illustration, but
not to be considered any limitation on the power of the Board of
Directors to oppose a tender or other offer for this
Corporation's securities, the Board of Directors may, but shall
not be legally obligated to, consider any or all of the
following:
(i) Whether the offer price is acceptable based on the historical and
present operating results or financial condition of the
Corporation;
(ii)Whether a more favorable price could be obtained for this
Corporation's securities in the future;
(iii)The social and economic effects of the offer or transaction on
this Corporation and any of its subsidiaries, employees,
depositors, loan and other customers, creditors, shareholders and
other elements of the communities in which this Corporation and
any of its subsidiaries operate or are located;
(iv) The reputation and business practice of the offeror and its
management and affiliates as they would affect the shareholders,
employees, depositors and customers of the Corporation and its
subsidiaries and the future value of the Corporation's stock;
(v) The value of the securities (if any) which the offeror is
offering in exchange for the Corporation's securities, based on
an analysis of the worth of the corporation or other entity whose
securities are being offered;
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(vi) The business and financial conditions and earnings prospects of
the offeror, including, but not limited to, debt service and
other existing or likely financial obligations of the offeror,
and the possible affect of such conditions upon this Corporation
and any of its subsidiaries and the other elements of the
communities in which this Corporation and any of its subsidiaries
operate or are located;
(vii)Any antitrust or other legal and regulatory issues that are
raised by the offer.
(b) If the Board of Directors determines that an offer should be
rejected, it may take any lawful action to accomplish its purpose
including, but not limited to, any or all of the following:
advising shareholders not to accept the offer; litigation against
the offeror; filing complaints with all governmental and
regulatory authorities; acquiring the offeror corporation's
securities; selling or otherwise issuing authorized but unissued
securities or treasury stock or granting options with respect
thereto; acquiring a company to create an antitrust or other
regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
10. A majority of the Board of Directors of this Corporation, or the
Chairman of the Board, or the President of the Corporation, or
the Executive Committee may call a special meeting of
shareholders at any time.
11. Articles 7, 8, 9, 10 and 11 shall not be amended unless first
approved by the affirmative vote of the holders of at least
seventy-five (75%) of the outstanding shares of Common Stock of
the Corporation.
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IN TESTIMONY WHEREOF, the undersigned officers have signed these
Amended and Restated Articles of Incorporation this 17th day of May, 2000.
Corporate Seal FIRST NATIONAL COMMUNITY BANCORP, INC.
/s/ Michael G. Cestone /s/ J. David Lombardi
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Michael G. Cestone, Acting Secretary J. David Lombardi, President
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