<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Crusader Holding Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2562545
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1230 Walnut Street, Philadelphia, PA 19107
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Director Stock Option Plan
Employee Stock Option Plan
--------------------------
(Full title of the plans)
Bruce A. Levy
President
Crusader Holding Corporation
1230 Walnut Street, Philadelphia, PA 19107
------------------------------------------
(Name and address of agent for service)
(215) 893-1500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
copy to:
Justin P. Klein, Esquire, Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103
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<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered(1) per share(2) offering price(2) registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $14.70 $ 4,410,000 $1,336.36
par value $0.01
per share
</TABLE>
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Calculated in accordance with Rule 457(c) with respect to the shares
based upon the average of the high and low prices reported for the
Common Stock on the Nasdaq National Market as of September 24, 1998.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be
included in Part I of this Registration Statement will be given or sent to all
persons granted an option to purchase shares of Common Stock of Crusader Holding
Corporation (the "Company") pursuant to the terms of the Crusader Holding
Corporation Director Stock Option Plan and the Crusader Holding Corporation
Employee Stock Option Plan as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998.
(b) The description of the Company's Common Stock, par value
$0.01 per share, set forth in the Company's Registration
Statement on Form 8-A, filed with the Commission on January
23, 1998.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law of 1988 authorizes
the Company to indemnify its directors and officers in terms sufficiently broad
to permit indemnification of such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act.
<PAGE>
The Company's By-Laws provide as follows:
"Section 7.1. INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHER PERSONS. The Corporation shall indemnify any
director or officer, employee or agent of the Corporation or
any of its subsidiaries who was or is an "authorized
representative" of the Corporation (which shall mean, for the
purpose of this Article, a director or officer of the
Corporation, or a person serving at the request of the
Corporation as a director, officer, partner, fiduciary or
trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise) and who was
or is a "party" (which shall include for purposes of this
Article the giving of testimony or similar involvement) or is
threatened to be made a party to any "proceeding" (which shall
mean for purposes of this Article any threatened, pending or
completed action, suit, appeal or other proceeding of any
nature, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought
by or in the right of the Corporation, its shareholders or
otherwise) by reason of the fact that such person was or is an
authorized representative of the Corporation to the fullest
extent permitted by law, including without limitation
indemnification against expenses (which shall include for
purposes of this Article, attorneys' fees and disbursements),
damages, punitive damages, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such proceeding unless the act
or failure to act giving rise to the claim is finally
determined by a court to have constituted willful misconduct
or recklessness. If an authorized representative is not
entitled to indemnification in respect to a portion of any
liabilities to which such person may be subject, the
Corporation shall nonetheless indemnify such person to the
maximum extent for the remaining portion of the liabilities.
7.2 ADVANCEMENT OF EXPENSES. The Corporation shall
pay the expenses (including attorneys' fees and disbursements)
actually and reasonably incurred in defending a proceeding on
behalf of any person entitled to indemnification under Section
7.1 in advance of the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the
Corporation as authorized in this Article and may pay such
expenses in advance on behalf of any employee or agent on
receipt of a similar undertaking. The financial ability of
such authorized representative to make such repayment shall
not be prerequisite to the making of an advance.
7.3 EMPLOYEE BENEFIT PLANS. For purposes of this
Article, the Corporation shall be deemed to have requested an
officer, director, employee or agent to serve as fiduciary
with respect to an employee benefit plan where the performance
by such person of duties to the Corporation also imposes
duties on, or otherwise involves services by, such person as a
fiduciary with respect to the plan; excise taxes assessed on
an authorized representative with respect to any transaction
with an employee benefit plan shall be deemed "fines"; and
action taken or omitted by such person with respect to an
employee benefit plan in the performance of duties for a
purpose reasonably believed to be in the interest of the
participants and beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of
the Corporation.
7.4 SECURITY FOR INDEMNIFICATION OBLIGATIONS. To
further effect, satisfy or secure the indemnification
obligations provided herein or otherwise, the Corporation may
maintain insurance, obtain a letter of credit, act as
self-insurer, create a reserve, trust, escrow, cash collateral
or other fund or account, enter into indemnification
agreements, pledge or grant a security interest in any assets
or properties of the Corporation, or use any other mechanism
or arrangement
II-2
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whatsoever in such amounts, at such costs, and upon such other
terms and conditions as the Board of Directors shall deem
appropriate.
7.5 RELIANCE UPON PROVISIONS. Each person who shall
act as an authorized representative of the Corporation shall
be deemed to be doing so in reliance upon the rights of
indemnification provided by this Article.
7.6 AMENDMENT OR REPEAL. All rights of
indemnification under this Article shall be deemed a contract
between the Corporation and the person entitled to
indemnification under this Article pursuant to which the
Corporation and each such person intend to be legally bound.
Any repeal, amendment or modification hereof shall be
prospective only and shall not limit, but may expand, any
rights or obligations in respect of any proceeding whether
commenced prior to or after such change to the extent such
proceeding pertains to actions or failures to act occurring
prior to such change.
7.7 SCOPE OF ARTICLE. The indemnification, as
authorized by this Article, shall not be deemed exclusive of
any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to
action in any other capacity while holding such office. The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall continue as to a
person who has ceased to be an officer, director, employee or
agent in respect of matters arising prior to such time, and
shall inure to the benefit of the heirs, executors and
administrators of such person.
The Company maintains a policy of directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
4 Form of Certificate evidencing Common Stock of the
Company (incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-42215), as amended).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5).
24 Power of Attorney (included on signature page).
II-3
<PAGE>
99.1 Crusader Holding Corporation Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1
(File No. 333-42215), as amended).
99.2 Crusader Holding Corporation Employee Stock Option
Plan (incorporated by reference to Exhibit 10.2 to
the Company's Registration Statement on Form S-1
(File No. 333-42215), as amended).
Item 9. 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 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) 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;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference 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) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report
II-4
<PAGE>
pursuant to section 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.
(h) 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.
II-5
<PAGE>
SIGNATURES
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 Philadelphia, Commonwealth of Pennsylvania on
September 30, 1998.
CRUSADER HOLDING CORPORATION
By: /s/ Bruce A. Levy
---------------------------
Name: Bruce A. Levy
Title: President
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.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Bruce A. Levy and Joseph T. Crowley and each of them,
his or her true and lawful attorney-in-fact, with full power of substitution,
for him or her in any and all capacities, to execute all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith and hereby ratifies and confirms all
that said attorney-in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.
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<CAPTION>
<S> <C> <C>
/s/ Thomas J. Knox
- --------------------------- Chairman, Chief Executive September 30, 1998
Thomas J. Knox Officer and Director (principal
executive officer)
/s/ Bruce A. Levy
- --------------------------- President and Director September 30, 1998
Bruce A. Levy (principal executive officer)
/s/ Joseph T. Crowley
- --------------------------- Vice President, Secretary, September 30, 1998
Joseph T. Crowley Treasurer and Director
(principal financial and
accounting officer)
- --------------------------- Director September 30, 1998
Paul Bachow
/s/ Ronald L. Caplan
- --------------------------- Director September 30, 1998
Ronald L. Caplan
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
__________________________ Director September 30, 1998
D. Walter Cohen
__________________________ Director September 30, 1998
Daniel DiLella
/s/ Linda R. Knox
__________________________ Director September 30, 1998
Linda R. Knox
/s/ Joel S. Lawson III
__________________________ Director September 30, 1998
Joel S. Lawson III
__________________________ Director September 30, 1998
Brian McAdams
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Form of Certificate evidencing Common Stock of the
Company (incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-42215), as amended).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5).
24 Power of Attorney (included on signature page).
99.1 Crusader Holding Corporation Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1
(File No. 333-42215), as amended).
99.2 Crusader Holding Corporation Employee Stock Option
Plan (incorporated by reference to Exhibit 10.2 to
the Company's Registration Statement on Form S-1
(File No. 333-42215), as amended).
<PAGE>
LAW OFFICES BALTIMORE, MD
BALLARD SPAHR ANDREWS & INGERSOLL, LLP CAMDEN, NJ
1735 MARKET STREET, 51ST FLOOR DENVER, CO
PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT
215-665-8500 WASHINGTON, DC
FAX: 215-864-8999
[email protected]
September 30, 1998
Crusader Holding Corporation
1230 Walnut Street
Philadelphia, PA 19107
Re: Crusader Holding Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Crusader Holding Corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 300,000 shares of common stock of the Company, par value $0.01
per share (the "Shares"), issuable upon the exercise of options (the "Options")
granted and to be granted under the Crusader Holding Corporation Director Stock
Option Plan and the Crusader Holding Corporation Employee Stock Option Plan
(collectively, the "Plans").
The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon the
exercise of the Options will have been filed by the Company with the Securities
and Exchange Commission and will have become effective before any of the Shares
are issued, that the persons acquiring the Shares will receive a prospectus
containing all of the information required by Part I of Form S-8 before
acquiring such Shares and that the Company will comply with its undertakings in
Item 9 of Part II of Form S-8.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
<PAGE>
Crusader Holding Corporation
September 30, 1998
Page 2
Based on the foregoing, we are of the opinion that the Shares, when
issued upon exercise of the Options granted or to be granted under the Plans and
upon payment of the option exercise price, all in accordance with the terms of
the Plan under which the Options have been granted, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated July 28, 1998 accompanying the
consolidated financial statements of Crusader Holding Corporation, and
Subsidiaries appearing on Form 10-K for the year ended June 30, 1998, which is
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ GRANT THORNTON LLP
--------------------------------
GRANT THORNTON LLP
Philadelphia, Pennsylvania
September 30, 1998
