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As filed with the Securities and Exchange Commission on July 2, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6036 06-1504091
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
12 E. BROAD STREET
HAZLETON, PENNSYLVANIA
(717) 459-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST FEDERAL BANK
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
(Full Title of the Plan)
-----------------------------------
E. LEE BEARD COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER THOMAS J. HAGGERTY, ESQUIRE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION LAWRENCE M. F. SPACCASI, ESQUIRE
OF HAZLETON MULDOON, MURPHY & FAUCETTE
12 E. BROAD STREET 5101 WISCONSIN AVENUE, N.W.
HAZLETON, PENNSYLVANIA 18201 WASHINGTON, D.C. 20016
(717) 459-3700 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
<TABLE>
<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered Price Per Share(1) (Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 97,273 shares $14.125 $1,373,981 $405.33
- ----------------------------------------------------------------------------------------------------
Participation
Interests (3) $1,373,983 (4)
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(1)The average of the high and low prices of the Common Stock of Northeast
Pennsylvania Financial Corp. on the American Stock Exchange on June 26, 1998,
in accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(4)The securities of Northeast Pennsylvania Financial Corp. (the "Company" or
the "Registrant") to be purchased by the First Federal Bank Employees'
Savings & Profit Sharing Plan are included in the amount shown for Common
Stock. Accordingly, pursuant to Rule 457(h)(2), no separate fee is required
for the participation interests. In accordance with Rule 457(h) under the
Securities Act, the registration fee has been calculated on the basis of the
number of shares of Common Stock that may be purchased with the current
assets of such Plan.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 13
Exhibit Index begins on Page 9
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NORTHEAST PENNSYLVANIA FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for First Federal Bank
Employees' Savings & Profit Sharing Plan ("401(k) Plan") required by Part I of
the Registration Statement will be sent or given to the participants in the
401(k) Plan as specified by Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant and declared
effective on February 12, 1998, which includes: (i) the consolidated balance
sheet of First Federal Savings and Loan Association of Hazleton and subsidiaries
(the "Bank") as of September 30, 1997, and the related consolidated statements
of income, changes in equity, and cash flows for the year then ended together
with the related notes and the report of KPMG Peat Marwick LLP, independent
certified public accountants; and (ii) the consolidated balance sheet of First
Federal Savings and Loan Association of Hazleton and subsidiaries (the "Bank")
as of September 30, 1996, and the related consolidated statements of income,
changes in equity and cash flows for the years ended September 30, 1996 and 1995
together with related notes and report of Parente, Randolph, Orlando, Carey &
Associates, independent certified public accountants.
(b) The Form 10-Q report filed by the Company for the fiscal quarter ended
March 31, 1998 (File 1-13793) filed with the SEC on May 13, 1998.
(c) The Form 10-Q report filed by the Company for the fiscal quarter ended
December 31, 1997 (File No. 1-13793) filed with the SEC on March 27, 1998.
(d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), and rule 12b-15
promulgated thereunder, on January 15, 1998 and declared effective February 12,
1998 as incorporated by reference from the Company's Form S-1 declared effective
on February 12, 1998.
(e) All documents filed by the Company and the 401(k) Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
Any statement contained in this registration statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the 401(k) Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Plan Administrator(s) who administer the
Savings Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
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C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
4
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The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Northeast Pennsylvania Financial Corp.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the plan.
23.1(a) Consent of KPMG Peat Marwick LLP.
(b) Consent of Parente, Randolph, Orlando, Carey & Associates
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 333-38637), as amended, and
declared effective on February 12, 1998.
5
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Northeast
Pennsylvania Financial Corp. certifies that is 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 Hazleton, Pennsylvania on
July 2, 1998.
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
By: /s/ E. Lee Beard
--------------------------------------
E. Lee Beard
President and Chief Executive Officer
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Ms. Beard's) constitutes and appoints E. Lee Beard and Ms.
Beard appoints Patrick J. Owens, Jr., as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
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
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ E. Lee Beard President and July 2, 1998
- -------------------------- Chief Executive Officer
E. Lee Beard (principal executive officer)
/s/ Patrick J. Owens, Jr. Chief Financial Officer, July 2, 1998
- -------------------------- Treasurer and Secretary
Patrick J. Owens, Jr. (principal accounting
and financial officer)
/s/ Thomas L. Kennedy Chairman of the Board of July 2, 1998
- -------------------------- Directors
Thomas L. Kennedy
/s/ Paul L. Conard Director July 2, 1998
- --------------------------
Paul L. Conard
7
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/s/ William R. Davidson Director July 2, 1998
- --------------------------
William R. Davidson
/s/ Barbara M. Ecker Director July 2, 1998
- --------------------------
Barbara M. Ecker
/s/ R. Peter Haentjens, Jr. Director July 2, 1998
- ---------------------------
R. Peter Haentjens, Jr.
/s/ John P. Lavelle Director July 2, 1998
- ---------------------------
John P. Lavelle
/s/ Michael J. Leib Director July 2, 1998
- ---------------------------
Michael J. Leib
/s/ William J. Spear Director July 2, 1998
- ---------------------------
William J. Spear
FIRST FEDERAL BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the First Federal Bank Employees' Savings & Profit
Sharing Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Hazleton,
Pennsylvania, on July 2, 1998.
FIRST FEDERAL BANK
By: /s/ E. Lee Beard
------------------------------
E. Lee Beard, President and
Chief Executive Officer
For: First Federal Bank Employees'
Savings & Profit Sharing Plan
Plan Administrator
8
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<TABLE>
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------ --------------------------------------------------- ----------
<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference from the Exhibits --
Northeast of the Registrant's Registration Statement on Form
Pennsylvania S-1 filed with the SEC and declared effective on
Financial Corp. February 12, 1998.
23.1(a) Consent KPMG Filed herewith. 11
Peat Marwick LLP
23.1(b) Consent Parente, Filed herewith. 13
Randolph, Orlando,
Carey & Associates
24 Power of Attorney Located on the signature page. 7
</TABLE>
9
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EXHIBIT 23.1(a) CONSENT OF KPMG PEAT MARWICK LLP
10
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INDEPENDENT ACCOUNTANTS' CONSENT
--------------------------------
The Board of Directors
Northeast Pennsylvania Financial Corp.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 2, 1998
11
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EXHIBIT 23.1(b) CONSENT OF PARENTE, RANDOLPH, ORLANDO, CAREY &
ASSOCIATES
12
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INDEPENDENT ACCOUNTANTS' CONSENT
--------------------------------
The Board of Directors
Northeast Pennsylvania Financial Corp.
We consent to incorporation by reference in the registration statement on Form
S-8 of Northeast Pennsylvania Corp. of our report dated November 7, 1996,
relating to the consolidated balance sheet of First Federal Savings and Loan
Association of Hazleton and subsidiaries as of September 30, 1996 and the
related consolidated statements of income, changes in equity and cash flows for
the years ended September 30, 1996 and 1995 and of our report dated April 29,
1997, relating to the financial statements and supplemental schedules of the
First Federal Savings and Loan Association of Hazleton 401(k) Plan as of
December 31, 1996 and 1995, and for the years then ended.
/s/ Parente, Randolph, Orlando Carey & Associates
Hazleton, Pennsylvania
July 2, 1998
13
