<PAGE> 1
As filed with the Securities and Exchange Commission on December 2, 1998
Registration No. 333-_____
================================================================================
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 06-1504091
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
12 E. BROAD STREET
HAZLETON, PENNSYLVANIA 18201
(717) 459-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
1998 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
------------------------------
E. LEE BEARD COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER CHRISTINA M. GATTUSO, ESQUIRE
NORTHEAST PENNSYLVANIA FINANCIAL CORP. THOMAS J. HAGGERTY, ESQUIRE
12 E. BROAD STREET MULDOON, MURPHY & FAUCETTE
HAZLETON, PENNSYLVANIA 18201 5101 WISCONSIN AVENUE, N.W.
(717) 459-3700 WASHINGTON, D.C. 20016
(Name, address, including zip code, and (202) 362-0840
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>
================================================================================================
Title of Securities Amount to be Proposed Purchase Estimated Aggregate Amount of
to be Registered Registered(1) Price Per Share Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 642,735
$.01 par Value Shares (3) $13.15625(4) $8,455,983 $2,351
- ------------------------------------------------------------------------------------------------
Common Stock 257,094
$.01 par Value Shares (5) $13.15625(6) $3,382,393 $940
================================================================================================
</TABLE>
(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan
(the "Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Northeast Pennsylvania
Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares currently reserved or available for issuance upon the exercise of
stock options pursuant to the Plan.
(4)None of the options under the Plan have been granted, therefore the proposed
purchase price per share has been determined by the average of the high and
low prices ($13.15625) as reported on the American Stock Exchange on November
27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares currently available for issuance as stock awards under the Plan.
(6)None of the award shares under the Plan have been purchased, therefore the
proposed purchase price per share has been determined by the average of the
high and low prices ($13.15625) as reported in the American Stock Exchange on
November 27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).
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. Section 230.462.
Number of Pages 18
Exhibit Index begins on Page 11
<PAGE> 2
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Northeast
Pennsylvania Financial Corp. (the "Company" or the "Registrant") 1998
Stock-Based Incentive Plan (the "Plan") required by Part I of the Registration
Statement will be sent or given to the participants in the 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 424(b) Prospectus (the "Prospectus") filed by the Registrant (File
No. 333-43281) with the SEC on February 24, 1998, which includes the
consolidated balance sheets of First Federal Bank (the "Bank") (formerly First
Federal Savings and Loan Association of Hazleton) (the wholly-owned subsidiary
of the Company) and subsidiaries as of September 30, 1997 and 1996, and the
related consolidated statements of income, changes in equity, and cash flows for
each of the years in the three year period ended September 30, 1997, together
with the related notes and the reports of KPMG Peat Marwick LLP, dated November
13, 1997, except as to note 15, which is as of November 18, 1997 (with respect
to the audit of 1997) and Parente, Randolph, Orlando, Carey & Associates dated
November 7, 1996 (with respect to the audits of 1996 and 1995), both independent
certified public accountants. As of February 24, 1998, the Registrant was a
shell company and had no assets or liabilities.
(b) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended December 31, March 31 and June 30, 1998 (File No. 1-13793), filed with the
SEC on March 27, May 13 and August 12, 1998, respectively.
(c) The Current Reports on Form 8-K filed by the Registrant with the SEC
on April 28, July 24 and October 26, 1998 (File No. 1-13793).
(d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), as filed with the SEC on January 15, 1998 pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 12b-15 promulgated thereunder.
(e) All documents filed by the Registrant 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.
2
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the 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
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.
The consolidated financial statements of the Bank and its subsidiaries as
of September 30, 1997 and for the year then ended have been included in the
Prospectus in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere therein, and upon the
authority of said firm as expert in accounting and auditing. The consolidated
financial statements of the Bank and its subsidiaries as of September 30, 1996
and for the years ended September 30, 1996 and 1995 have been included in the
Prospectus in reliance upon the report of Parente, Randolph, Orlando, Carey &
Associates, independent certified public accountants, appearing elsewhere
therein, and upon the authority of said firm as experts in accounting and
auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 Board of Directors who administer the 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.
3
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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.
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.
4
<PAGE> 5
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.
5
<PAGE> 6
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.
The Registrant maintains directors' and officers' liability insurance
covering its directors and officers 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.
6
<PAGE> 7
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):
4.0 Draft Stock Certificate of Northeast Pennsylvania Financial
Corp.1
4.1 Certificate of Incorporation of Northeast Pennsylvania Financial
Corp.2
5.0 Opinion of Muldoon, Murphy & Faucette, Washington, DC, as to the
legality of the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Parente, Randolph, Orlando, Carey & Associates.
24.1 Power of Attorney (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. 333-43281), as amended,
filed with the SEC on December 24, 1997 and declared effective on February 12,
1998.
2 Incorporated herein by reference from Exhibit 3.1 contained in the
Registration Statement on Form S-1 (SEC No. 333-43281), as amended, filed with
the SEC on December 24, 1997 and declared effective on February 12, 1998.
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 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; and
7
<PAGE> 8
(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 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
into the registration statement.
(2) That, for the purpose of determining 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 registered that 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 or the Plan's annual report pursuant to
section 13(a) or section 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 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.
8
<PAGE> 9
CONFORMED
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 Hazleton, Commonwealth of Pennsylvania, on November
30, 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) constitutes and appoints E. Lee Beard and Ms. Beard
hereby constitutes and appoints Patrick J. Owens, Jr., as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him (or her) 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 Chief Executive November 30, 1998
- ------------------------- Officer (principal executive
E. Lee Beard officer)
/s/ Patrick J. Owens, Jr. Chief Financial Officer November 30, 1998
- ------------------------- and Treasurer (principal
Patrick J. Owens, Jr. accounting and financial officer)
/s/ Thomas L. Kennedy Chairman of the Board November 30, 1998
- -------------------------
Thomas L. Kennedy
/s/ Paul L. Conard Director November 30, 1998
- --------------------------
Paul L. Conard
9
<PAGE> 10
/s/ William R. Davidson Director November 30, 1998
- --------------------------
William R. Davidson
/s/ Barbara M. Ecker Director November 30, 1998
- ---------------------------
Barbara M. Ecker
/s/ R. Peter Haentjens, Jr. Director November 30, 1998
- ---------------------------
R. Peter Haentjens, Jr.
/s/ John P. Lavelle Director November 30, 1998
- ---------------------------
John P. Lavelle
/s/ Michael J. Leib Director November 30, 1998
- ---------------------------
Michael J. Leib
/s/ William J. Spear Director November 30, 1998
- ----------------------------
William J. Spear
10
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------------ ----------------------------------------------------- ------------
<S> <C> <C> <C>
4.0 Draft Stock Certificate Incorporated herein by reference from --
of Northeast the Exhibits of the Registrant's Registration
Pennsylvania Statement on Form S-1 filed with the SEC on
Financial Corp. December 24, 1997 and declared effective on
February 12, 1998.
4.1 Certificate of Incorporated herein by reference from the Exhibit --
Incorporation of 3.1 of the Registrant's Registration Statement on
Northeast Form S-1 filed with the SEC on December 24,
Pennsylvania 1997 and declared effective on February 12, 1998.
Financial Corp.
5.0 Opinion of Muldoon, Filed herewith. 13
Murphy & Faucette
23.1 Consent of Muldoon, Contained in Exhibit 5 hereof. 13
Murphy & Faucette
23.2 Consent of KPMG Filed herewith. 16
Peat Marwick LLP
23.3 Consent of Parente, Filed herewith. 18
Randolph, Orlando,
Carey & Associates
24.1 Power of Attorney Located on the signature page. 8
</TABLE>
11
<PAGE> 1
EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE RE: LEGALITY
<PAGE> 2
[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE APPEARS HERE]
November 30, 1998
Board of Directors
Northeast Pennsylvania Financial Corp.
12 E. Broad Street
Hazleton, Pennsylvania 18201
Re: Northeast Pennsylvania Financial Corp. 1998 Stock-Based
Incentive Plan
Ladies and Gentlemen:
We have been requested by Northeast Pennsylvania Financial Corp. (the
"Company") to issue a legal opinion in connection with the registration under
the Securities Act of 1933 on Form S-8 of 899,829 shares of the Company's Common
Stock, $.01 par value (the "Shares"), that may be issued under the Northeast
Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, First Federal Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
<PAGE> 3
Board of Directors
November 30, 1998
Page 2
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH, which grant the Board the authority to construe and apply the provisions
of those Articles, subsection C.4 of Article FOURTH, to the extent that
subsection obligates any person to provide to the Board the information such
subsection authorizes the Board to demand, and the provision of subsection C.7
of Article EIGHTH authorizing the Board to determine the Fair Market Value of
property offered or paid for the Company's stock by an Interested Stockholder,
in each case to the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon such authority; and
(b) Article NINTH of the Certificate of Incorporation, which authorizes
the Board to consider the effect of any offer to acquire the Company on
constituencies other than stockholders in evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel."
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE
--------------------------
MULDOON, MURPHY & FAUCETTE
<PAGE> 1
EXHIBIT 23.2 CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Northeast Pennsylvania Financial Corp. of our report dated November
13, 1997, except as to note 15, which is as of November 18, 1997, relating to
the consolidated balance sheet of First Federal Savings and Loan Association of
Hazleton and subsidiaries as of September 30, 1997, and the related consolidated
statements of income, changes in equity, and cash flows for the year then ended,
which report is incorporated by reference to the 424(b) Prospectus filed by
Northeast Pennsylvania Financial Corp. with the Securities and Exchange
Commission.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
October 21, 1998
<PAGE> 1
EXHIBIT 23.3 CONSENT OF PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Northeast Pennsylvania Financial 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
each of the years ended September 30, 1996 and 1995, which report is
incorporated by reference to the 424(b) Prospectus filed by Northeast
Pennsylvania Financial Corp. with the Securities and Exchange Commission.
/s/ Parente, Randolph, Orlando, Carey & Associates
Parente, Randolph, Orlando, Carey & Associates
Hazleton, Pennsylvania
October 21, 1998
