As filed with the Securities and Exchange Commission on November 20, 1998.
Registration No. 333-_____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Thistle Group Holdings, Co.
---------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2960768
- ------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
(215) 483-2800
(Address of principal executive offices)
Thistle Group Holdings, Co. 1992 Stock Option Plan
Thistle Group Holdings, Co. 1994 Stock Option Plan
--------------------------------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Ruel B. Pile, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of Proposed Proposed Amount of
Securities to Amount to Maximum Offering Maximum Offering Registration
be Registered be Registered Price Per Unit Price (2) Fee (2)
- ------------- ------------- -------------- ----------- --------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 222,064(1) $(2) $429,722 $126.77
==========================================================================================
</TABLE>
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Thistle Group Holdings, Co.
1992 Stock Option Plan and the Thistle Group Holdings, Co. 1994 Stock
Option Plan consists of 222,064 shares which are being registered under
this Registration Statement and for which a registration fee is being
paid.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. A total of 222,064 shares are being registered
hereby, of which 111,032 shares are under option at an exercise price
of $1.80 per share ($199,858 in the aggregate) and 111,028 shares are
under option at an exercise price of $2.07 per share ($229,828 in the
aggregate). The remaining 4 shares are not currently subject to options
and are being registered based upon the closing price of the common
stock of Thistle Group Holdings, Co. as reported on Nasdaq NMS on
November 10, 1998, of $9.00 per share ($36 in the aggregate).
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
- ----------
222,064 Shares
--------------
THISTLE GROUP HOLDINGS, CO.
COMMON STOCK
(Par Value $.10 Per Share)
--------------
THISTLE GROUP HOLDINGS, CO. 1992 STOCK OPTION PLAN
THISTLE GROUP HOLDINGS, CO. 1994 STOCK OPTION PLAN
--------------
This Prospectus relates to 222,064 shares of common stock, par value
$.10 per share (the "Common Stock"), of Thistle Group Holdings, Co. (the
"Company"), a Pennsylvania corporation which is the parent savings and loan
holding company of Roxborough-Manayunk Bank (the "Bank"), which may be issued
from time to time by the Company to holders of options granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any subsidiary of the Company pursuant to the Thistle Group
Holdings, Co. 1992 Stock Option Plan (the "1992 Option Plan") and the Thistle
Group Holdings, Co. 1994 Stock Option Plan (the "1994 Option Plan").
Collectively, the 1992 Option Plan and the 1994 Option Plan are referred to
herein as the Option Plans. Holders of options granted or to be granted under
the Option Plans (the "Options") are referred to herein as "Optionees." Each
offer made under the Option Plans pursuant to this Prospectus is made at the
price and on the terms and conditions contained in the individual stock option
agreements entered into between the Company and each Optionee.
This Prospectus is for use as of the date hereof and in subsequent
years. Information which is likely to change from year to year will be included
in appendices to this Prospectus.
The issued and outstanding Common Stock is traded in the
over-the-counter market, and transactions are reported on the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
National Market System under the symbol "THTL." Shares of Common Stock which may
be issued upon exercise of options granted or to be granted under the Option
Plans, will also be traded in over-the-counter market. On November 10, 1998 the
last reported sales price of the Common Stock in the NASDAQ System was $9.00 per
share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is November 20, 1998
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
Thistle Group Holdings, Co. 1992 Stock Option Plan
and the Thistle Group Holdings, Co. 1994 Stock Option Plan
Page
----
General Information on the Option Plans....................1
Administration.............................................2
Purpose....................................................2
Securities to be Offered...................................2
Eligibility to Participate in the Option Plans.............3
Purchases of Securities Pursuant to the Option Plans
and Payment for Securities Offered........................3
Stock Option Agreements..................................3
Option Price.............................................3
Limitations on Grant of Options..........................4
Option Period............................................4
Non-transferability......................................4
Conditions of Exercise...................................4
Payment for Options......................................4
Cashless Exercise........................................5
Issuance of Common Stock.................................5
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions..........................5
Amendment and Termination of the Option Plans..............6
Restrictions on Resale.....................................6
Federal Income Tax Consequences............................7
Annual Report to Shareholders..............................8
Additional Information.....................................8
Legal Opinion..............................................8
<PAGE>
Thistle Group Holdings, Co. 1992 Stock Option Plan
and the Thistle Group Holdings, Co. 1994 Stock Option Plan
General Information on the Option Plans
This Prospectus relates to 222,064 shares of the common stock ("Common
Stock"), par value $.10 per share, of Thistle Group Holdings, Co. (the
"Company"), which will be offered upon exercise of options granted or to be
granted under the Thistle Group Holdings, Co. 1992 Stock Option Plan (the "1992
Option Plan") and the Thistle Group Holdings, Co. 1994 Stock Option Plan (the
"1994 Option Plan"). The 1992 Option Plan and the 1994 Option Plan are
collectively referred to herein as the Option Plans.
As part of a corporate reorganization (the "Reorganization"), the
Company was formed under the laws of the Commonwealth of Pennsylvania for the
purpose of becoming a savings and loan holding company and became the parent
corporation and sole shareholder of Roxborough-Manayunk Bank (the "Bank") in
July of 1998. Prior to the Reorganization, the 1992 Option Plan and the 1994
Option Plan were known as the Roxborough-Manayunk Federal Savings Bank 1992
Stock Option Plan and the Roxborough-Manayunk Federal Savings Bank 1994 Stock
Option Plan, respectively. Each of the Option Plans have been previously
approved by the Bank's stockholders and have been amended to reflect the
Reorganization.
The 1992 Option Plan is to continue through April 13, 2003 and the 1994
Option Plan is to continue through December 30, 2004, unless either Option Plan
is otherwise terminated earlier by the Company.
Pursuant to the Option Plans, 222,064 shares of Common Stock were
reserved for issuance by the Company upon exercise of Incentive Stock Options
and/or Non-Incentive Stock Options (collectively referred to herein as
"Options") awarded to officers, directors, key employees and other persons of
the Company and any parent and subsidiary corporations. Options granted under
the Plan may be either Incentive Stock Options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code") or options not so
qualifying ("Non-Incentive Stock Option").
Subject to certain limitations, no gain or loss is recognized for
federal income tax purposes by the recipient of Options (the "Optionee") under
the Option Plans upon the exercise of an Incentive Stock Option, and no tax
deduction is available to the Company as a result of the exercise. Upon the
exercise of a Non-Incentive Stock Option, the Optionee generally recognizes
ordinary income to the extent that the exercise price is less than the fair
market value of the Common Stock on the date of exercise. The Company is
entitled to a federal income tax deduction equal to the amount of ordinary
income recognized by the Optionee at the time of such income recognition.
The Option Plans are not qualified under Section 401(a) of the Code and
are both exempt from the provisions of the Employee Retirement Income Security
Act of 1974, as amended.
The statements herein concerning the terms and provisions of the Option
Plans are summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Option Plans as
filed as Exhibit 4.1 to the Registration Statement of which this Prospectus is a
part.
1
<PAGE>
Additional updating and other information with respect to the Option
Plans and the Common Stock offered hereby may be provided in the future to
Optionees by means of one or more supplements or appendices to this Prospectus.
Additional information about the Option Plans (including a copy of the Option
Plans), plan administration, and the Company may be obtained at the Company's
principal offices, which are located at 6060 Ridge Avenue, Philadelphia,
Pennsylvania 19128. The Company's telephone number is (215) 483-2800.
Administration
The Option Plans are administered by a committee of the Company's Board
of Directors (the "Committee"). The Option Plans provide that the Committee will
consist of not less than three non-employee directors of the Company. The
members of the Committee are appointed by the Board and serve at the pleasure of
the Board. Members of the Committee shall be "disinterested" within the meaning
of Rule 16b-3 promulgated under Rule 16(b) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). A majority of the entire Committee shall
constitute a quorum, and the action of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the
Committee.
Subject to the express provisions of the Option Plans and resolutions
adopted by the Board, the Committee has authority to interpret the Plan, to
prescribe, amend, and rescind the rules and regulations relating to the Option
Plans, and to determine the form and content of Options to be issued under the
Option Plans. In addition, the Committee is authorized to make all other
determinations deemed necessary or advisable for the administration of the
Option Plans and shall have and may exercise such other power and such authority
as may be delegated to it by the Board from time to time. All decisions,
determinations, and interpretations of the Committee shall be final and
conclusive to all persons affected thereby.
Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company listed under "General Information
on the Option Plans."
Purpose
The purpose of the Option Plans is to promote the interests of the
Company by attracting and retaining the best available personnel for positions
of substantial responsibility to serve as officers, directors, and key employees
of the Company and to provide additional incentive to such officers, directors,
and key employees of the Company to promote the success of the Company's
business.
Securities to be Offered
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Option Plans is 222,064
shares, subject to certain adjustments for changes in the capital structure of
the Company, as described below. Any shares subject to an Option under the
Option Plans which expire or are terminated unexercised will again be available
for issuance under the Plan.
2
<PAGE>
Eligibility to Participate in the Option Plans
Options to purchase Common Stock under the Option Plans may be awarded
to officers, directors, key employees, and other persons of the Company, the
Bank, and any present or future parent or subsidiary corporations. Incentive
Stock Options may only be granted to employees of the Company, the Bank, and any
of their parent or subsidiary corporations. In selecting participants under the
Option Plans (the "Participants") and in determining the number of Options to be
granted to each Participant, the Committee may consider the nature of the
services rendered by each Participant, each Participant's current and potential
contribution to the Company, and such other factors as the Committee, in its
sole discretion, shall deem relevant.
Purchases of Securities Pursuant to the Option Plans and Payment for Securities
Offered
Stock Option Agreements. The Options granted under the Option Plans are
evidenced by stock option agreements (the "Option Agreements") substantially in
the form of the Option Agreements filed as exhibits to the Registration
Statement of which this Prospectus is a part. Each Option Agreement, and any
amendment thereto, will contain terms and conditions consistent with the
requirements of the Option Plans as the Committee shall determine. The Option
Agreements shall constitute the only form of reports which Participants shall
receive related to the status of Options granted or which are exercisable under
the Option Plans. The Option Plans provide that the Board of Directors of the
Company may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided that no such
modification, extension or renewal shall confer on the Optionee any right or
benefit which could not be conferred by the grant of a new Option at such time,
and shall not materially decrease the Optionee's benefits under the Option
without the Optionee's consent, except as provided under Section 18 of both
Option Plans, which permits amendment of the Option Plans.
Option Price. The exercise price for the purchase of shares subject to
an Incentive Stock Option at the date of grant may not be less than 100 percent
(100%) of the fair market value of the shares covered by the Incentive Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted, then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive Stock Options shall be such price as
the Committee may determine in its sole discretion. The exercise price of
Options must be paid for in full in cash or shares of Common Stock, or a
combination of both.
If the Common Stock is listed on a national securities exchange at the
time of granting an Incentive Stock Option, then the exercise price per share
shall be not less than the average of the highest and lowest selling price on
such exchange on the date such Incentive Stock Option is granted; or if there
were no sales on said date, then the price shall be not less than the mean
between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange at the time of the granting of
an Incentive Stock Option, then the exercise price per share shall be not less
than the mean between the bid and asked price on the date the Incentive Stock
Option is granted or, if there is no bid and asked price on said date, then on
the immediately next business day on which there was a bid and asked price. If
no such bid and asked price is available, then the exercise price per share
shall be determined by the Committee.
3
<PAGE>
Limitations on Grant of Options. Except as may be specifically provided
by the terms of the Option Plans, the granting of Options is made at the sole
discretion of the Committee. Further, the aggregate Fair Market Value of the
Common Stock for which an employee may be granted Incentive Stock Options which
become first exercisable in any calendar year may not exceed $100,000.
Notwithstanding the foregoing limitation, the Committee may grant Options in
excess of this limitation, provided said Options are clearly and specifically
designated as not being Incentive Stock Options, as defined in Section 422 of
the Code.
Option Period. The term of exercisability of an Option granted under
the Option Plans shall be established by the Committee, but may not be for more
than ten years from the date of grant of the Option, except in the case of an
Optionee who owns stock representing more than 10% of the Common Stock
outstanding at the time an Incentive Stock Option is granted, the term of the
Incentive Stock Option shall not exceed five years from the date of the grant.
In general, Options will not be exercisable after the expiration of their term
as set forth in the Option Plans and/or an Option Agreement.
In the event that an Optionee ceases to serve as an employee of the
Company for any reason other than permanent and total disability or death, an
exercisable Incentive Stock Option will generally continue to be exercisable for
three months but in no event after the expiration date of the Option. In the
event of the permanent and total disability or death of an Optionee during such
service, an exercisable Incentive Stock Option will continue to be exercisable
for one year in the case of disability and two years in the case of death, to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's termination of employment, permanent and total
disability or death shall be such terms as the Committee, in its sole
discretion, shall determine at the time of termination, unless specifically
provided for by the terms of an Option Agreement at the time of grant of the
Option.
Under the Option Plans, the Committee's determination regarding whether
an Optionee's employment has ceased, and the effective date thereof shall be
final and conclusive on all persons affected thereby. A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.
Non-transferability. No Option granted under the Option Plans is
transferable other than by will or the laws of descent and distribution.
Conditions of Exercise. Options may be exercised only during the
periods specified in the Option Plans or the Option Agreement, certain
information as to which is provided above. (see "Option Period"). Except as
described above and as may be limited by an Option Agreement, there is no
limitation upon the number of Options that may be exercised in any one year, and
Options not exercised in any one year may be exercised in subsequent years over
the term of the Option. The Committee may impose additional conditions upon the
rights of an Optionee to exercise any Option which are not inconsistent with the
terms of the Plan, and in the case of Incentive Stock Options, not inconsistent
with the requirements for qualification under Section 422 of the Code. Incentive
Stock Options will be first exercisable at the rate as specifically set forth in
the Optionee's Option Agreement.
Payment for Options. Under the Option Plans, full payment for each
share of Common Stock purchased upon the exercise of any Option shall be made at
the time of exercise of such Option and shall be paid in cash (in United States
dollars), Common Stock, or a combination of cash and Common Stock.
4
<PAGE>
Common Stock utilized in full or partial payment of the exercise price shall be
valued at its fair market value at the date of exercise. The Company shall
accept full or partial payment in Common Stock only to the extent permitted by
applicable law. No shares of Common Stock shall be issued until full payment
therefore has been received by the Company, and no Optionee shall have any of
the rights of a shareholder of the Company until the shares of Common Stock are
issued to him or her.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, he can give the Company written notice
of the exercise of the Option and the third party purchaser of the Optioned
Stock shall pay the Option exercise price plus any applicable withholding taxes
to the Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options may be either authorized but unissued shares or treasury shares. In
either case, the Optionee shall not pay any fees, commissions, or other charges
for such Common Stock other than the exercise price as stated in the Option
Agreement. Cash proceeds from the sale of Common Stock issued pursuant to the
exercise of Options will be added to the general funds of the Company to be used
for general corporate purposes. Shares of Common Stock shall not be issued with
respect to any Option granted under the Option Plans unless the issuance and
delivery of such Common Stock shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended (the "1933
Act"), the rules and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon which the Common
Stock may then be listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Recapitalization, Merger, Consolidation, Change in Control, and
Similar Transactions
Subject to any required action by the shareholders of the Company,
within the sole discretion of the Committee, the aggregate number of shares of
Common Stock for which Options may be granted under the Option Plans, the number
of shares of Common Stock covered by each outstanding Option and the exercise
price per share of Common Stock of each Option shall be proportionately adjusted
for any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend on the Common Stock or any other increase or
decrease in the number of such shares of Common Stock effected without a receipt
of consideration by the Company (other than by shares held by dissenting
stockholders).
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion, shall have the power, prior to or subsequent to such action or
events, to (i)
5
<PAGE>
appropriately adjust the number of shares of Common Stock subject to each
Option, the exercise price per share of Common Stock, and the consideration to
be given or received by the Company upon the exercise of any outstanding
Options; (ii) cancel any or all previously granted Options, providing that
appropriate consideration is paid to the Optionee in connection therewith;
and/or (iii) make such other adjustments in connection with the Plan as the
Committee, in its sole discretion, deems necessary, desirable, appropriate, or
advisable. However, no action may be taken by the Committee which would cause
Incentive Stock Options granted pursuant to the Plan to fail to meet the
requirements of Section 422 of the Code.
The Committee has at all times the power to accelerate the exercise
date of all Options granted under the Option Plans. In the case of any change in
control of the Company or imminent change in control as determined by the
Committee, all outstanding options shall become immediately exercisable. A
change in control is defined in both the Option Plans as: (i) the execution of
an agreement for the sale of all, or a material portion, of the assets of the
Company or the Bank; (ii) the execution of an agreement for merger or
recapitalization whereby the Company or the Bank is not the surviving entity;
(iii) a change of control of the Company or the Savings Bank as otherwise
defined by the Office of Thrift Supervision ("OTS") or its regulations; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of Section 13(d) of the 1934 Act and rules and regulations promulgated
thereunder) of 25% or more of the outstanding voting securities of the Company
or the Bank by any person, trust, entity or group.
An "imminent change in control" is defined in the Option Plans as any
offer or announcement, written or oral, by any person or persons acting as a
group, to acquire control of the Company or the Bank. The determination of the
Committee as to whether a change in control or imminent change in control has
occurred shall be conclusive and binding.
Amendment and Termination of the Option Plans
The Board of Directors may alter, suspend, or discontinue the Option
Plans, except that no action of the Board may increase the maximum number of
shares permitted to be optioned under the Option Plans, materially increase the
benefits accruing to Participants or materially modify the requirements for
eligibility for participation in the Option Plans unless such action of the
Board shall be subject to approval or ratification by the shareholders of the
Company.
Restrictions on Resale
Unless specifically included as a term and condition of any Option,
there are no restrictions on the resale of Common Stock acquired upon the
exercise of Options. The Option Plans permit the Committee to provide as a
condition to the exercise of an Option that the shares acquired upon the
exercise of such Options may be subject to a "Right of Repurchase" by the
Company. At this time, the Company has no intention to grant Options subject to
such "Right of Repurchase." Shares of Common Stock, however, may be resold only
in compliance with the registration requirements of the 1933 Act, and applicable
state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell
shares of Common Stock purchased pursuant to the Option Plans only (i) in
accordance with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant
to an applicable current and effective registration statement under the 1933
Act.
6
<PAGE>
As defined in Rule 405 under the 1933 Act, an affiliate of the Company
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Option Plans.
In addition, the receipt of an Option to purchase Common Stock by an
officer or director of the Company, or the beneficial owner of 10% or more of
the outstanding Common Stock, is a reportable transaction under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the Securities
and Exchange Commission in connection with such transaction. The sale by an
officer, director, or 10% holder of Common Stock issued upon an exercise of an
Option within six months after the receipt of such Option may create liability
of such persons to the Company under the "short-swing profit" provisions of
Section 16(b) of the 1934 Act.
Federal Income Tax Consequences
Under present federal tax laws, awards under the Option Plans will have
the following consequences:
1. The grant of an Option will not by itself result in the recognition
of taxable income to the Optionee nor entitle the Company to a
deduction at the time of such grant.
2. The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will not, by
itself, result in the recognition of taxable income to the Optionee
nor entitle the Company to a deduction at the time of such exercise.
However, the difference between the exercise price and the fair
market value of the Option shares on the date of exercise is an item
of tax preference which may, in certain situations, trigger the
alternative minimum tax for the Optionee. The Optionee will
recognize capital gain or loss upon resale of the shares received
upon such exercise, provided that such shares are held for at least
one year after the Option exercise or two years after the grant of
the Incentive Stock Option, whichever is later. Generally, if the
shares are not held for that period, the Optionee will recognize
ordinary income upon disposition in an amount equal to the
difference between the exercise price and the fair market value on
the date of exercise, or, if less, the sales proceeds of the shares
acquired pursuant to the exercise of such Incentive Stock Option.
3. The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of
exercise in an amount equal to the difference between the exercise
price and the fair market value, on the date of exercise, of the
shares acquired pursuant to the exercise of such Non-Incentive
Option.
4. The Company will be allowed a tax deduction for federal tax purposes
equal to the amount of ordinary income recognized by an Optionee at
the time the Optionee recognizes such ordinary income under either
an Incentive Stock Option or a Non- Incentive Stock Option.
7
<PAGE>
The foregoing provides only a general summary of the federal income tax
consequences applicable to Optionees under the Option Plans. Each Optionee is
urged to consult his or her own tax advisor for information regarding applicable
federal and state tax consequences.
Annual Report to Shareholders
The Company's consolidated financial statements for the period ended
December 31, 1997, as contained in the Company's Prospectus, dated May 14, 1998
are incorporated by reference in the Registration Statement to which this
Prospectus is a part. In the future, the Company's latest Annual Report to
Stockholders, including financial statements, will be mailed to all stockholders
of record as of the close of business on such record date. Any person wishing to
receive a copy of the Annual Report to Stockholders may obtain a copy by writing
the Company at the address set forth below under "Additional Information."
Additional Information
Additional updating information with respect to the Common Stock and
the Option Plans covered herein may be provided in the future to Participants by
means of appendices to this Prospectus. The nature and frequency of any reports
to be made to Participants as to their participation in the Option Plans will be
determined by the Committee.
The Company upon written or oral request, will provide without charge
to any person to whom this Prospectus is delivered: a copy of either of the
Option Plans, a copy of its latest Annual Report to Stockholders (when
available) and a copy of any and all of the documents that have been
incorporated by reference in Item 3 of Part II of the Registration Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Participants as specified in Item 9 of Part II of
the Registration Statement are available upon request. Any such request can be
oral or in writing and should be addressed to the Corporate Secretary, 6060
Ridge Avenue, Philadelphia, Pennsylvania 19128. The Registrant's telephone
number is (215) 483-2800.
Legal Opinion
The validity of the Common Stock offered hereby has been passed on for
the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.
8
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement and the Prospectus constituting Part I
of this Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 333-48749) filed
with the Commission on March 26, 1998 and amendments thereto;
(2) The Company's Quarterly Reports filed on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998; and
(3) The Company's Registration Statement on Form 8-A as filed with the
Commission on May 12, 1998.
All documents filed by the Company pursuant to Sections 13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such 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.
Sections 1741 through 1747 of the Pennsylvania Business Corporation Act
sets forth circumstances under which directors, officers, employees and agents
may be insured or indemnified against liability which they may incur in their
capacities as such.
The Articles of Incorporation of the Company (the "Articles"), requires
indemnification of directors, officers and employees to the fullest extent
permitted by Pennsylvania law.
II-1
<PAGE>
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under the
provisions of the Articles.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
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
and 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 20 percent 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, Form S-8 or F-3, 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
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
II-2
<PAGE>
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 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.
(c) 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 Securities Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thistle
Group Holdings, Co. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing a Registration Statement 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 in the
Commonwealth of Pennsylvania, on the 18th day of November 1998.
Thistle Group Holdings, Co.
By: /s/ John F. McGill
--------------------------------------
John F. McGill, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Thistle Group Holdings,
Co., do hereby severally constitute and appoint John F. McGill, Jr. and Jerry A.
Naessens our true and lawful attorneys and agents, to do any and all things and
acts in our names in the capacities indicated below and to execute any and all
instruments for us and in our names in the capacities indicated below which said
John F. McGill, Jr. and Jerry A. Naessens may deem necessary or advisable to
enable Thistle Group Holdings, Co. to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the Registration Statement on Form S-8
relating to the offering of the Company's Common Stock, including specifically,
but not limited to, power and authority to sign, for any of us in our names in
the capacities indicated below, the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said John F. McGill, Jr. and Jerry A. Naessens shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated as of November 18th, 1998.
/s/ John F. McGill, Jr. /s/ Francis E. McGill, III
- ------------------------------------- ----------------------------
John F. McGill, Jr. Francis E. McGill, III
President and Chief Executive Officer Director
(Principal Executive Officer)
/s/ Jerry A. Naessens /s/ Add B. Anderson, Jr.
- ------------------------------------- ----------------------------
Jerry A. Naessens Add B. Anderson, Jr.
Chief Financial Officer and Secretary Director
(Principal Financial and Accounting Officer)
/s/ Michael G. Crofton /s/ Patrick T. Ryan
- ------------------------------------ ----------------------------
Michael G. Crofton Patrick T. Ryan
Director Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
- ------- ----------- ----
4.1 Thistle Group Holdings, Co. 1992 Stock Option Plan 19
4.2 Thistle Group Holdings, Co. 1994 Stock Option Plan 32
4.3 Form of Stock Option Agreement to be entered into 47
with respect to Incentive Stock Options
4.4 Form of Stock Option Agreement to be entered into 52
with respect to Non-Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 57
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears 57
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants 59
24 Reference is made to the Signatures section of this --
Registration Statement for the Power of Attorney
contained therein
EXHIBIT 4.1
Thistle Group Holdings, Co.
1992 Stock Option Plan
<PAGE>
THISTLE GROUP HOLDINGS, CO.
1992 STOCK OPTION PLAN
----------------------
1. Purpose of the Plan. The Plan, which was formerly known as the
Roxborough-Manayunk Federal Savings Bank 1992 Stock Option Plan, shall be known
as the Thistle Group Holdings, Co. 1992 Stock Option Plan (the "Plan"). The
purpose of the Plan is to attract and retain the best available personnel for
positions of substantial responsibility and to provide additional incentive to
officers, directors and key employees of Thistle Group Holdings, Co. (the
"Company") and Roxborough-Manayunk Bank (the "Bank"), or any present or future
parent or subsidiary of the Bank to promote the success of the business. The
Plan is intended to provide for the grant of "Incentive Stock Options," within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and Non-Incentive Stock Options, options that do not so qualify. Each
and every one of the provisions of the Plan relating to Incentive Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.
2. Definitions. As used herein, the following definitions shall apply.
(a) "Award" means the grant by the Committee of an Incentive
Stock Option or a Non-Incentive Stock Option, or any combination thereof, as
provided in the Plan.
(b) "Bank" shall mean Roxborough-Manayunk Bank.
(c) "Board" shall mean the Board of Directors of the Bank for
the period of time prior to July 14, 1998 and shall mean the Board of Directors
of the Company for the period of time on or after July 14, 1998.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(e) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 5(a) of the Plan. The
members of the Committee as of July 14, 1998 shall continue unless otherwise
amended by the Board after July 14, 1998.
(f) "Common Stock" shall mean common stock, par value $0.10
per share, of the Company.
(g) "Company" shall mean Thistle Group Holdings, Co.
(h) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment with the Bank or any present or future Parent or Subsidiary of the
Bank. Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Bank or in the case
of transfers between payroll locations, of the Bank or between the Bank, its
Parent, its Subsidiaries or a successor.
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<PAGE>
(i) "Director" shall mean a member of the Board.
(j) "Effective Date" shall mean the date specified in Section
15 hereof.
(k) "Employee" shall mean any person employed by the Bank or
any present or future Parent or Subsidiary of the Bank.
(l) "Incentive Stock Option" or "ISO" shall mean an option to
purchase Shares granted by the Committee pursuant to Section 8 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is intended
to qualify under Section 422 of the Code.
(m) "Non-Incentive Stock Option" or "Non-ISO" shall mean an
option to purchase shares of Common Stock granted pursuant to Section 9 hereof,
which option is not intended to qualify under Section 422 of the Code.
(n) "Option" shall mean an Incentive or Non-Incentive Stock
Option granted pursuant to this Plan providing the holder of such Option with
the right to purchase Common Stock.
(o) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(p) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.
(q) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Subsections 424(e) and (g)
of the Code.
(r) "Participant" means any director, officer or key employee
of the Bank or any Parent or Subsidiary of the Bank or any other person
providing a service to the Bank who is selected by the Committee to receive an
Award, or who by the express terms of the Plan is granted an Award.
(s) "Plan" shall mean the Roxborough-Manayunk Federal
Bank 1992 Stock Option Plan.
(t) "Share" shall mean one share of the Common Stock.
(u) "Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 13 hereof, the aggregate number of shares of Common Stock
with respect to which Awards may be made pursuant to the Plan shall not exceed
111,032. Such Shares may either be authorized but unissued shares or treasury
shares.
2
<PAGE>
An Award shall not be considered to be made under the Plan with respect
to any Option which terminates prior to its exercise, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
4. Six Month Holding Period.
A total of six months must elapse between the date of the
grant of an Option and the date of the sale of Common Stock received through the
exercise of an Option.
5. Administration of the Plan.
(a) (i) Composition of the Committee. Except as
indicated in paragraph 5(a)(ii) below, the Plan shall be administered by the
Committee consisting of at least three non- employee Directors of the Bank
appointed by the Board and serving at the pleasure of the Board. Officers,
Directors, key employees and other persons who are designated by the Committee
shall be eligible to receive Awards under the Plan, and all persons designated
as members of the Committee shall be "disinterested persons" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934.
(ii) For the purpose of granting Awards to directors,
the selection of any Director to whom Awards may be granted, as well as the
number of Shares subject to Awards, must be determined by a "disinterested
committee", as defined in Rule 16b-3 under the Securities Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant.
The Chairman of the Bank and such other officers as shall be
designated by the Committee are hereby authorized to execute instruments
evidencing Awards on behalf of the Bank and to cause them to be delivered to the
Participants.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
3
<PAGE>
6. Eligibility.
(i) Awards may be granted to officers, Directors, key
employees and other persons. The Committee shall from time to time determine the
officers, Directors, key employees and other persons who shall be granted Awards
under the Plan, the number to be granted to each such officer, Director, key
employee and other persons under the Plan, and whether Awards granted to each
such Participant under the Plan shall be Incentive and/or Non-Incentive Stock
Options. In selecting Participants and in determining the number of Shares of
Common Stock to be granted to each such Participant pursuant to each Award
granted under the Plan, the Committee may consider the nature of the services
rendered by each such Participant, each such Participant's current and potential
contribution to the Bank and such other factors as the Committee may, in its
sole discretion, deem relevant. Officers, Directors, key employees or other
persons who have been granted an Award may, if otherwise eligible, be granted
additional Awards.
(ii) The aggregate fair market value (determined as of the
date the Option is granted) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by each Employee during any calendar
year (under all Incentive Stock Option plans, as defined in Section 422 of the
Code, of the Bank or any present or future Parent or Subsidiary of the Bank)
shall not exceed $100,000. Notwithstanding the prior provisions of this Section
6, the Committee may grant Options in excess of the foregoing limitations,
provided said Options shall be clearly and specifically designated as not being
Incentive Stock Options, as defined in Section 422 of the Code.
7. Term of the Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date, unless sooner terminated pursuant to
Section 18 hereof. No Option shall be granted under the Plan after ten (10)
years from the Effective Date.
8. Terms and Conditions of Incentive Stock Options. Incentive Stock
Options may be granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive
Stock Option granted under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the fair market value of the
underlying common stock at the time such Incentive Stock Option is granted. For
such purposes, if the underlying common stock is traded otherwise than on a
national securities exchange at the time of the granting of an Option, then the
price per Share of the Optioned Stock shall be not less than
4
<PAGE>
the mean between the bid and asked price on the date the Incentive Stock Option
is granted or, if there is no bid and asked price on said date, then on the next
prior business day on which there was a bid and asked price. If no such bid and
asked price is available, then the price per Share shall be determined by the
Committee. If the underlying common stock is listed on a national securities
exchange at the time of the granting of an Incentive Stock Option, then the
price per Share shall be not less than the average of the highest and lowest
selling price on such exchange on the date such Incentive Stock Option is
granted or, if there were no sales on said date, then the price shall be not
less than the mean between the bid and asked price on such date.
(ii) In the case of an Employee who owns more than
ten percent (10%) of the outstanding common stock underlying the Option at the
time the Incentive Stock Option is granted, the Incentive Stock Option price
shall not be less than one hundred and ten percent (110%) of the fair market
value of the underlying common stock at the time the Incentive Stock Option is
granted.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the date of
exercise. The Bank shall accept full or partial payment in Common Stock only to
the extent permitted by applicable law. No Shares of Common Stock shall be
issued until full payment therefor has been received by the Bank, and no
Optionee shall have any of the rights of a stockholder of the Bank until Shares
of Common Stock are issued to him.
(c) Term of Incentive Stock Option. The term of each Incentive
Stock Option granted pursuant to the Plan shall be not more ten (10) years from
the date each such Incentive Stock Option is granted, provided that in the case
of an Employee who owns stock representing more than ten percent (10%) of the
underlying common stock outstanding at the time the Incentive Stock Option is
granted, the term of the Incentive Stock Option shall not exceed five (5) years.
(d) Exercise Generally. Except as otherwise provided in
Section 10 hereof, no Incentive Stock Option may be exercised unless the
Optionee shall have been in the employ of the Company or the Bank at all times
during the period beginning with the date of grant of any such Incentive Stock
Option and ending on the date three (3) months prior to the date of exercise of
any such Incentive Stock Option. The Committee may impose additional conditions
upon the right of an Optionee to exercise any Incentive Stock Option granted
hereunder which are not inconsistent with the terms of the Plan or the
requirements for qualification as an Incentive Stock Option under Section 422 of
the Code.
5
<PAGE>
(e) Cashless Exercise. An Optionee who has held an Incentive
Stock Option for at least six months may engage in the "cashless exercise" of
the Option. In a cashless exercise, an Optionee gives the Company written notice
of the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Company to pay the Option
price and any applicable withholding taxes. If the Optionee does not sell the
Optioned Stock through a registered broker-dealer or equivalent third party, he
can give the Company written notice of the exercise of the Option and the third
party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Company.
(f) Transferability. Any Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-Incentive Stock Options. Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Non-Incentive Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions.
(a) Option Price. The exercise price per Share of Common Stock
for each Non-Incentive Stock Option granted pursuant to the Plan, shall be at
such price as the Committee may determine in its sole discretion.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Non-Incentive Stock Option granted under the
Plan shall be made at the time of exercise of each such Non-Incentive Stock
Option and shall be paid in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in full or partial
payment of the exercise price shall be valued at its fair market value at the
date of exercise. The Company shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law. No Shares of Common Stock
shall be issued until full payment therefor has been received by the Company and
no Optionee shall have any of the rights of a stockholder of the Company until
the Shares of Common Stock are issued to him.
(c) Term. The term of each Non-Incentive Stock Option granted
pursuant to the Plan shall be not more than ten (10) years from the date each
such Non-Incentive Stock Option is granted.
(d) Exercise Generally. The Committee may impose additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.
6
<PAGE>
(e) Cashless Exercise. An Optionee who has held a
Non-Incentive Stock Option for at least six months may engage in the "cashless
exercise" of the Option. In a cashless exercise, an Optionee gives the Company
written notice of the exercise of the Option together with an order to a
registered broker-dealer or equivalent third party, to sell part or all of the
Optioned Stock and to deliver enough of the proceeds to the Bank to pay the
Option price and any applicable withholding taxes. If the Optionee does not sell
the Optioned Stock through a registered broker-dealer or equivalent third party,
he can give the Company written notice of the exercise of the Option and the
third party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Company.
(f) Transferability. Any Non-Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
10. Effect of Termination of Employment, Disability or Death on
Incentive Stock Options.
(a) Termination of Employment. In the event that any
Optionee's employment with the Company or the Bank shall terminate for any
reason, other than Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code) or death, all of any such Optionee's Incentive
Stock Options, and all of any such Optionee's rights to purchase or receive
Shares of Common Stock pursuant thereto, shall automatically terminate on the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the expiration of not more than three (3) months after the date
of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options at the date
of such termination of employment. In the event that a subsidiary ceases to be a
subsidiary of the Bank, the employment of all of its employees who are not
immediately thereafter employees of the Bank shall be deemed to terminate upon
the date such subsidiary so ceases to be a Subsidiary of the Bank.
(b) Disability. In the event that any Optionee's employment
with the Company or the Bank shall terminate as the result of the Permanent and
Total Disability of such Optionee, such Optionee may exercise any Incentive
Stock Options granted to him pursuant to the Plan at any time prior to the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the date which is one (1) year after the date of such
termination of employment, but only if, and to the extent that, the Optionee was
entitled to exercise any such Incentive Stock Options at the date of such
termination of employment.
(c) Death. In the event of the death of an Optionee, any
Incentive Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's rights
7
<PAGE>
under any such Incentive Stock Options pass by will or by the laws of descent
and distribution (including the Optionee's estate during the period of
administration) at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
two (2) years after the date of death of such Optionee but only if, and to the
extent that, the Optionee was entitled to exercise any such Incentive Stock
Options at the date of death. For purposes of this Section 10(c), any Incentive
Stock Option held by an Optionee shall be considered exercisable at the date of
his death if the only unsatisfied condition precedent to the exercisability of
such Incentive Stock Option at the date of death is the passage of a specified
period of time. At the discretion of the Committee, upon exercise of such
Options the Optionee may receive Shares or cash or combination thereof. If cash
shall be paid in lieu of Shares, such cash shall be equal to the difference
between the fair market value of such Shares and the exercise price of such
Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes
of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee shall be considered exercisable at the date of termination of his
employment if any such Incentive Stock Option would have been exercisable at
such date of termination of employment.
(e) Termination of Incentive Stock Options. To the extent that
any Incentive Stock Option granted under the Plan to any Optionee whose
employment with the Bank terminates shall not have been exercised within the
applicable period set forth in this Section 10, any such Incentive Stock Option,
and all rights to purchase or receive Shares of Common Stock pursuant thereto,
as the case may be, shall terminate on the last day of the applicable period.
11. Effect of Termination of Employment, Disability or Death on
Non-Incentive Stock Options. The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as the
Committee shall, in its sole discretion, determine at the time of termination,
unless specifically provided for by the terms of the Agreement at the time of
grant of the Award.
12. Right of Repurchase and Restrictions on Disposition. The Committee,
in its sole discretion, may include, as a term of any Incentive Stock Option or
Non-Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid upon the exercise
of the Repurchase Right and a restriction on the disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the Bank to
8
<PAGE>
transfer or assign such right to another party. The Company may exercise the
Repurchase Right only to the extent permitted by applicable law.
13. Recapitalization, Merger, Consolidation, Change in Control and
Similar Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Company, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt of consideration by the Company (other than Shares
held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a change in control or imminent change
in control of the Company or the Bank, as determined by the Committee. In the
event of such a change in control or imminent change in control, the Optionee
shall, at the discretion of the Committee, be entitled to receive cash in an
amount equal to the fair market value of the Common Stock subject to any
Incentive or Non-Incentive Stock Option over the Option Price of such Shares, in
exchange for the surrender of such Options by the Optionee on that date in the
event of a change in control or imminent change in control of the Company or the
Bank. For purposes of this Section 13, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material portion, of the
assets of the Company or the Bank; (ii) the execution of an agreement for a
merger or recapitalization of the Company or the Bank or any merger or
recapitalization whereby the Company or the Bank is not the surviving entity;
(iii) a change of control of the Company or the Bank, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Company or the Bank by any person, trust, entity or group. The
term "person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. For
purposes of this Section 13, "imminent change in control" shall refer to any
offer or announcement, oral or written, by any person or persons acting as a
group, to acquire control of the Company or the Bank.
9
<PAGE>
The decision of the Committee as to whether a change in control or imminent
change in control has occurred shall be conclusive and binding.
(c) Extraordinary Corporate Action. Subject to any required
action by the stockholders of the Company, in the event of any change in
control, recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, liquidation or other extraordinary corporate
action or event, the Committee, in its sole discretion, shall have the power,
prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the exercise price per Share of Common
Stock, and the consideration to be given or received by the Company upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Optionee in
connection therewith; and/or
(iii) make such other adjustments in connection with
the Plan as the Committee, in its sole discretion, deems necessary, desirable,
appropriate or advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stock Options granted pursuant to the
Plan to fail to meet the requirements of Section 422 of the Code.
Except as expressly provided in Sections 13(a) and 13(b)
hereof, no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 13.
(d) Acceleration. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.
14. Time of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Except, however, for purposes of
compliance with Section 16 of the Securities Exchange Act of 1934, the date of
grant of an Option shall be deemed the later of the date of grant or the date of
stockholder approval of the Plan. Notice of the determination of the grant of an
Option shall be given to each individual to whom an Option is so granted within
a reasonable time after the date of such grant in a form determined by the
Committee.
15. Effective Date. The Plan shall become effective upon the effective
date of the federal stock charter of the Bank and simultaneous reorganization of
the Bank under Parent, a federally chartered mutual holding company. Options may
be granted prior to ratification of the Plan by the stockholders of the Bank if
the exercise of such Options is subject to such stockholder ratification.
10
<PAGE>
16. Approval by Stockholders. The Plan shall be approved by
stockholders of the Bank within twelve (12) months before or after the date the
Plan becomes effective.
17. Modification of Options. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 18 hereof. Notwithstanding anything herein to
the contrary, the Committee shall have the authority to cancel outstanding
Options with the consent of the Optionee and to reissue new Options at a lower
exercise price equal to the then fair market value per share of Common Stock in
the event that the fair market value per share of Common Stock at any time prior
to the date of exercise of outstanding Options falls below the exercise price of
such Options.
18. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan, except that no action of the Board may increase (other
than as provided in Section 13 hereof) the maximum number of Shares permitted to
be optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Bank.
(b) Change in Applicable Law. Notwithstanding any other
provision contained in the Plan, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Incentive and/or Non-Incentive Stock Option unlawful or
subject the Bank to any penalty, the Committee may restrict any such exercise
without the consent of the Optionee or other holder thereof in order to comply
with any such law, rule or regulation or to avoid any such penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Company to obtain from any regulatory body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall
11
<PAGE>
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares.
As a condition to the exercise of an Option, the Company may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the Company
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company or the Bank by reason of
the Plan or the grant of any Incentive or Non-Incentive Stock Option under the
Plan. No trust fund shall be created in connection with the Plan or any grant of
any Incentive or Non-Incentive Stock Option hereunder and there shall be no
required funding of amounts which may become payable to any Participant.
22. Withholding Tax. The Company shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option pursuant to the Plan, the Company shall
have the right to require the Participant or such other person to pay the
Company the amount of any taxes which the Company or the Bank is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
23. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, except to the
extent that federal law shall be deemed to apply.
12
EXHIBIT 4.2
Thistle Group Holdings, Co.
1994 Stock Option Plan
<PAGE>
THISTLE GROUP HOLDINGS, CO.
1994 STOCK OPTION PLAN
----------------------
1. Purpose of the Plan. The Plan, which was formerly known as the
Roxborough-Manayunk Federal Savings Bank 1994 Stock Option Plan, shall be known
as the Thistle Group Holdings, Co. 1994 Stock Option Plan (the "Plan"). The
purpose of the Plan is to attract and retain the best available personnel for
positions of substantial responsibility and to provide additional incentive to
officers, directors and key employees of Thistle Group Holdings, Co. (the
"Company") and Roxborough-Manayunk Bank (the "Bank"), or any present or future
parent or subsidiary of the Bank to promote the success of the business. The
Plan is intended to provide for the grant of "Incentive Stock Options," within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and Non-Incentive Stock Options, options that do not so qualify. Each
and every one of the provisions of the Plan relating to Incentive Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.
2. Definitions. As used herein, the following definitions shall apply.
(a) "Award" means the grant by the Committee of an Incentive
Stock Option or a Non-Incentive Stock Option, or any combination thereof, as
provided in the Plan.
(b) "Bank" shall mean Roxborough-Manayunk Bank.
(c) "Board" shall mean the Board of Directors of the Bank for
the period of time prior to July 14, 1998 and shall mean the Board of Directors
of the Company for the period of time on or after July 14, 1998.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(e) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 5(a) of the Plan. The
members of the Committee as of July 14, 1998 shall continue unless otherwise
amended by the Board after July 14, 1998.
(f) "Common Stock" shall mean common stock, par value $0.10
per share, of the Company.
(g) "Company" shall mean Thistle Group Holdings, Co.
(h) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment with the Bank or any present or future Parent or Subsidiary of the
Bank. Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Bank or in the case
of transfers
<PAGE>
between payroll locations, of the Bank or between the Bank, its Parent, its
Subsidiaries or a successor.
(i) "Director" shall mean a member of the Board.
(j) "Effective Date" shall mean the date specified in Section
15 hereof.
(k) "Employee" shall mean any person employed by the Bank or
any present or future Parent or Subsidiary of the Bank.
(l) "Incentive Stock Option" or "ISO" shall mean an option to
purchase Shares granted by the Committee pursuant to Section 8 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is intended
to qualify under Section 422 of the Code.
(m) "Non-Incentive Stock Option" or "Non-ISO" shall mean an
option to purchase shares of Common Stock granted pursuant to Section 9 hereof,
which option is not intended to qualify under Section 422 of the Code.
(n) "Option" shall mean an Incentive or Non-Incentive Stock
Option granted pursuant to this Plan providing the holder of such Option with
the right to purchase Common Stock.
(o) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(p) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.
(q) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Subsections 424(e) and (g)
of the Code.
(r) "Participant" means any director, officer or key employee
of the Bank or any Parent or Subsidiary of the Bank or any other person
providing a service to the Bank who is selected by the Committee to receive an
Award, or who by the express terms of the Plan is granted an Award.
(s) "Plan" shall mean the Roxborough-Manayunk Federal
Bank 1992 Stock Option Plan.
(t) "Share" shall mean one share of the Common Stock.
(u) "Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
2
<PAGE>
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 13 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 111,032. Such
Shares may either be authorized but unissued shares or treasury shares.
An Award shall not be considered to be made under the Plan with respect
to any Option which terminates prior to its exercise, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
4. Six Month Holding Period.
A total of six months must elapse between the date of the
grant of an Option and the date of the sale of Common Stock received through the
exercise of an Option.
5. Administration of the Plan.
(a) (i) Composition of the Committee. Except as
indicated in paragraph 5(a)(ii) below, the Plan shall be administered by the
Committee consisting of at least three non- employee Directors of the Bank
appointed by the Board and serving at the pleasure of the Board. Officers,
Directors, key employees and other persons who are designated by the Committee
shall be eligible to receive Awards under the Plan, and all persons designated
as members of the Committee shall be "disinterested persons" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934.
(ii) For the purpose of granting Awards to
directors, the selection of any Director to whom Awards may be granted, as well
as the number of Shares subject to Awards, must be determined by a
"disinterested committee", as defined in Rule 16b-3 under the Securities
Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant.
3
<PAGE>
The Chairman of the Bank and such other officers as shall be
designated by the Committee are hereby authorized to execute instruments
evidencing Awards on behalf of the Bank and to cause them to be delivered to the
Participants.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
6. Eligibility.
(i) Awards may be granted to officers, Directors,
key employees and other persons. The Committee shall from time to time determine
the officers, Directors, key employees and other persons who shall be granted
Awards under the Plan, the number to be granted to each such officer, Director,
key employee and other persons under the Plan, and whether Awards granted to
each such Participant under the Plan shall be Incentive and/or Non-Incentive
Stock Options. In selecting Participants and in determining the number of Shares
of Common Stock to be granted to each such Participant pursuant to each Award
granted under the Plan, the Committee may consider the nature of the services
rendered by each such Participant, each such Participant's current and potential
contribution to the Bank and such other factors as the Committee may, in its
sole discretion, deem relevant. Officers, Directors, key employees or other
persons who have been granted an Award may, if otherwise eligible, be granted
additional Awards.
(ii) The aggregate fair market value (determined
as of the date the Option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by each Employee
during any calendar year (under all Incentive Stock Option plans, as defined in
Section 422 of the Code, of the Bank or any present or future Parent or
Subsidiary of the Bank) shall not exceed $100,000. Notwithstanding the prior
provisions of this Section 6, the Committee may grant Options in excess of the
foregoing limitations, provided said Options shall be clearly and specifically
designated as not being Incentive Stock Options, as defined in Section 422 of
the Code.
(iii) In no event shall Shares subject to Options
granted to non-employee Directors in the aggregate under this Plan exceed more
than 30% of the total number of Shares authorized for delivery under this Plan
pursuant to Section 3 herein.
7. Term of the Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date, unless sooner terminated pursuant to
Section 18 hereof. No Option shall be granted under the Plan after ten (10)
years from the Effective Date.
4
<PAGE>
8. Terms and Conditions of Incentive Stock Options. Incentive Stock
Options may be granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive
Stock Option granted under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the fair market value of the
underlying common stock at the time such Incentive Stock Option is granted. For
such purposes, if the underlying common stock is traded otherwise than on a
national securities exchange at the time of the granting of an Option, then the
price per Share of the Optioned Stock shall be not less than the mean between
the bid and asked price on the date the Incentive Stock Option is granted or, if
there is no bid and asked price on said date, then on the next prior business
day on which there was a bid and asked price. If no such bid and asked price is
available, then the price per Share shall be determined by the Committee. If the
underlying common stock is listed on a national securities exchange at the time
of the granting of an Incentive Stock Option, then the price per Share shall be
not less than the average of the highest and lowest selling price on such
exchange on the date such Incentive Stock Option is granted or, if there were no
sales on said date, then the price shall be not less than the mean between the
bid and asked price on such date.
(ii) In the case of an Employee who owns more than
ten percent (10%) of the outstanding common stock underlying the Option at the
time the Incentive Stock Option is granted, the Incentive Stock Option price
shall not be less than one hundred and ten percent (110%) of the fair market
value of the underlying common stock at the time the Incentive Stock Option is
granted.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the date of
exercise. The Bank shall accept full or partial payment in Common Stock only to
the extent permitted by applicable law. No Shares of Common Stock shall be
issued until full payment therefor has been received by the Bank, and no
Optionee shall have any of the rights of a stockholder of the Bank until Shares
of Common Stock are issued to him.
5
<PAGE>
(c) Term of Incentive Stock Option. The term of each Incentive
Stock Option granted pursuant to the Plan shall be not more ten (10) years from
the date each such Incentive Stock Option is granted, provided that in the case
of an Employee who owns stock representing more than ten percent (10%) of the
underlying common stock outstanding at the time the Incentive Stock Option is
granted, the term of the Incentive Stock Option shall not exceed five (5) years.
(d) Exercise Generally. Except as otherwise provided in
Section 10 hereof, no Incentive Stock Option may be exercised unless the
Optionee shall have been in the employ of the Company or the Bank at all times
during the period beginning with the date of grant of any such Incentive Stock
Option and ending on the date three (3) months prior to the date of exercise of
any such Incentive Stock Option. The Committee may impose additional conditions
upon the right of an Optionee to exercise any Incentive Stock Option granted
hereunder which are not inconsistent with the terms of the Plan or the
requirements for qualification as an Incentive Stock Option under Section 422 of
the Code.
(e) Cashless Exercise. An Optionee who has held an Incentive
Stock Option for at least six months may engage in the "cashless exercise" of
the Option. In a cashless exercise, an Optionee gives the Company written notice
of the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Company to pay the Option
price and any applicable withholding taxes. If the Optionee does not sell the
Optioned Stock through a registered broker-dealer or equivalent third party, he
can give the Company written notice of the exercise of the Option and the third
party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Company.
(f) Transferability. Any Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-Incentive Stock Options. Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Non-Incentive Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions.
6
<PAGE>
(a) Options Granted to Directors. Subject to the limitations
of Section 6(iii), 1,000* Non-Incentive Stock Options will be granted to each
Director who is not an Employee as of December 31, 1994, at an exercise price
equal to the fair market value per share of the underlying common stock on such
date of grant as determined based upon an independent appraisal. Options may be
granted to newly appointed or elected non-employee Directors within the sole
discretion of the Committee. The Option will be exercisable immediately upon
stockholder ratification of the Plan and will remain exercisable for up to ten
years from such date of grant. Such Options may be exercised for a period of ten
years following the date of grant without regard to the continued services of
such Directors as a Director or Director Emeritus, or in the event of such
person's death during the term of his directorship, by the personal
representative of his estate or person or persons to whom his rights under such
Option shall have passed by will or by laws of descent and distribution. Unless
otherwise inapplicable, or inconsistent with the provisions of this paragraph,
the Options to be granted to Directors hereunder shall be subject to all other
provisions of this Plan.
(b) Option Price. The exercise price per Share of Common Stock
for each Non-Incentive Stock Option granted pursuant to the Plan, shall be at
such price as the Committee may determine in its sole discretion.
(c) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Non-Incentive Stock Option granted under the
Plan shall be made at the time of exercise of each such Non-Incentive Stock
Option and shall be paid in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in full or partial
payment of the exercise price shall be valued at its fair market value at the
date of exercise. The Company shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law. No Shares of Common Stock
shall be issued until full payment therefor has been received by the Company and
no Optionee shall have any of the rights of a stockholder of the Company until
the Shares of Common Stock are issued to him.
(d) Term. The term of each Non-Incentive Stock Option granted
pursuant to the Plan shall be not more than ten (10) years from the date each
such Non-Incentive Stock Option is granted.
- --------
* Non-discretionary formula grant of options to directors equalling 5.0%
of total shares reserved to each non-employee director(6), to a maximum
of 30% in the aggregate (6,000 shares).
7
<PAGE>
(e) Exercise Generally. The Committee may impose additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.
(f) Cashless Exercise. An Optionee who has held a
Non-Incentive Stock Option for at least six months may engage in the "cashless
exercise" of the Option. In a cashless exercise, an Optionee gives the Company
written notice of the exercise of the Option together with an order to a
registered broker-dealer or equivalent third party, to sell part or all of the
Optioned Stock and to deliver enough of the proceeds to the Company to pay the
Option price and any applicable withholding taxes. If the Optionee does not sell
the Optioned Stock through a registered broker-dealer or equivalent third party,
he can give the Company written notice of the exercise of the Option and the
third party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Company.
(g) Transferability. Any Non-Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
10. Effect of Termination of Employment, Disability or Death
on Incentive Stock Options.
(a) Termination of Employment. In the event that any
Optionee's employment with the Company or the Bank shall terminate for any
reason, other than Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code) or death, all of any such Optionee's Incentive
Stock Options, and all of any such Optionee's rights to purchase or receive
Shares of Common Stock pursuant thereto, shall automatically terminate on the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the expiration of not more than three (3) months after the date
of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options at the date
of such termination of employment. In the event that a subsidiary ceases to be a
subsidiary of the Bank, the employment of all of its employees who are not
immediately thereafter employees of the Bank shall be deemed to terminate upon
the date such subsidiary so ceases to be a Subsidiary of the Bank.
(b) Disability. In the event that any Optionee's employment
with the Company or the Bank shall terminate as the result of the Permanent and
Total Disability of such Optionee, such Optionee may exercise any Incentive
Stock Options granted to him pursuant to the Plan at any time prior to the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or
8
<PAGE>
(ii) the date which is one (1) year after the date of such termination of
employment, but only if, and to the extent that, the Optionee was entitled to
exercise any such Incentive Stock Options at the date of such termination of
employment.
(c) Death. In the event of the death of an Optionee, any
Incentive Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's rights under any such Incentive Stock Options
pass by will or by the laws of descent and distribution (including the
Optionee's estate during the period of administration) at any time prior to the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the date which is two (2) years after the date of death of such
Optionee but only if, and to the extent that, the Optionee was entitled to
exercise any such Incentive Stock Options at the date of death. For purposes of
this Section 10(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time. At the discretion of
the Committee, upon exercise of such Options the Optionee may receive Shares or
cash or combination thereof. If cash shall be paid in lieu of Shares, such cash
shall be equal to the difference between the fair market value of such Shares
and the exercise price of such Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes
of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee shall be considered exercisable at the date of termination of his
employment if any such Incentive Stock Option would have been exercisable at
such date of termination of employment.
(e) Termination of Incentive Stock Options. To the extent that
any Incentive Stock Option granted under the Plan to any Optionee whose
employment with the Bank terminates shall not have been exercised within the
applicable period set forth in this Section 10, any such Incentive Stock Option,
and all rights to purchase or receive Shares of Common Stock pursuant thereto,
as the case may be, shall terminate on the last day of the applicable period.
11. Effect of Termination of Employment, Disability or Death on
Non-Incentive Stock Options. The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as the
Committee shall, in its sole discretion, determine at the time of termination,
unless specifically provided for by the terms of the Agreement at the time of
grant of the Award.
9
<PAGE>
12. Right of Repurchase and Restrictions on Disposition. The
Committee, in its sole discretion, may include, as a term of any Incentive Stock
Option or Non-Incentive Stock Option, the right (the "Repurchase Right"), but
not the obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid upon the exercise
of the Repurchase Right and a restriction on the disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the Bank to transfer or assign such right to another party. The Company
may exercise the Repurchase Right only to the extent permitted by applicable
law.
13. Recapitalization, Merger, Consolidation, Change in Control and
Similar Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Company, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt of consideration by the Company (other than Shares
held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a change in control or imminent change
in control of the Company or the Bank, as determined by the Committee. In the
event of such a change in control or imminent change in control, the Optionee
shall, at the discretion of the Committee, be entitled to receive cash in an
amount equal to the fair market value of the Common Stock subject to any
Incentive or Non-Incentive Stock Option over the Option Price of such Shares, in
exchange for the surrender of such Options by the Optionee on that date in the
event of a change in control or imminent change in control of the Company or the
Bank. For purposes of this Section 13, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material portion, of the
assets of the Company or the Bank; (ii) the execution of an agreement for a
merger or recapitalization of the Company or the Bank or any merger or
recapitalization whereby the Company or the Bank is not the surviving entity;
10
<PAGE>
(iii) a change of control of the Company or the Bank, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Company or the Bank by any person, trust, entity or group. The
term "person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. For
purposes of this Section 13, "imminent change in control" shall refer to any
offer or announcement, oral or written, by any person or persons acting as a
group, to acquire control of the Company or the Bank. The decision of the
Committee as to whether a change in control or imminent change in control has
occurred shall be conclusive and binding.
(c) Extraordinary Corporate Action. Subject to any required
action by the stockholders of the Company, in the event of any change in
control, recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, liquidation or other extraordinary corporate
action or event, the Committee, in its sole discretion, shall have the power,
prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the exercise price per Share of Common
Stock, and the consideration to be given or received by the Company upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Optionee in
connection therewith; and/or
(iii) make such other adjustments in connection with
the Plan as the Committee, in its sole discretion, deems necessary, desirable,
appropriate or advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stock Options granted pursuant to the
Plan to fail to meet the requirements of Section 422 of the Code.
Except as expressly provided in Sections 13(a) and 13(b)
hereof, no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 13.
(d) Acceleration. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.
11
<PAGE>
(e) Treatment of Options in the Event of a Conversion
Transaction. In the event that FJF Financial, M.H.C. and the Bank enter into a
transaction whereby FJF Financial, M.H.C. shall no longer own a majority of the
Common Stock of the Bank and thereafter a parent holding company shall own 100%
of the common stock of the Bank ("Stock Holding Company") (the "Conversion
Transaction"), any Options outstanding shall, at the election of the holder, (i)
be convertible into Options for Common Stock of the Stock Holding Company, or
(ii) be exercised by the holder prior to the effective date of the Conversion
Transaction and the holder shall be entitled to exchange, in the same manner as
other minority stockholders of the Bank, the shares of Common Stock of the Bank
received upon such exercise for shares of Common Stock of the Stock Holding
Company. If for any reason such Options are not to be converted or such shares
are not exchanged, the holders of Options under this plan shall receive cash
payment for the shares of stock represented by the Options in an amount equal to
the fair market value of the shares underlying the Options or the initial
offering price of the number of shares of common stock of the Stock Holding
Company for which the Common Stock underlying the options would otherwise be
exchanged, in both cases less the original exercise price of such options and,
with respect to options that have been exercised for shares which are not
exchanged, the Stock Holding Company shall redeem such shares for cash in the
same manner as such redemption would occur for other minority stockholders of
the Bank. Any exchange, conversion of Options, or cash payment for shares shall
be subject to applicable federal and state regulations and, if necessary,
subject to the approval of the appropriate regulatory authorities.
14. Time of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Except, however, for purposes of
compliance with Section 16 of the Securities Exchange Act of 1934, the date of
grant of an Option shall be deemed the later of the date of grant or the date of
stockholder approval of the Plan. Notice of the determination of the grant of an
Option shall be given to each individual to whom an Option is so granted within
a reasonable time after the date of such grant in a form determined by the
Committee.
15. Effective Date. The Plan shall become effective the date of Board
adoption of the Plan. Options may be granted prior to ratification of the Plan
by the stockholders of the Bank if the exercise of such Options is subject to
such stockholder ratification.
16. Approval by Stockholders. The Plan shall be approved by
stockholders of the Bank within twelve (12) months before or after the date of
Board adoption of the Plan.
12
<PAGE>
17. Modification of Options. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 18 hereof. Notwithstanding anything herein to
the contrary, the Committee shall have the authority to cancel outstanding
Options with the consent of the Optionee and to reissue new Options at a lower
exercise price equal to the then fair market value per share of Common Stock in
the event that the fair market value per share of Common Stock at any time prior
to the date of exercise of outstanding Options falls below the exercise price of
such Options.
18. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan, except that no action of the Board may increase (other
than as provided in Section 13 hereof) the maximum number of Shares permitted to
be optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Bank.
(b) Change in Applicable Law. Notwithstanding any other
provision contained in the Plan, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Incentive and/or Non-Incentive Stock Option unlawful or
subject the Bank to any penalty, the Committee may restrict any such exercise
without the consent of the Optionee or other holder thereof in order to comply
with any such law, rule or regulation or to avoid any such penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Company to obtain from any regulatory body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of any liability in
respect of the non-issuance or sale of such Shares.
13
<PAGE>
As a condition to the exercise of an Option, the Company may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the Company
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company or the Bank by reason of
the Plan or the grant of any Incentive or Non-Incentive Stock Option under the
Plan. No trust fund shall be created in connection with the Plan or any grant of
any Incentive or Non-Incentive Stock Option hereunder and there shall be no
required funding of amounts which may become payable to any Participant.
22. Withholding Tax. The Company shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option pursuant to the Plan, the Company shall
have the right to require the Participant or such other person to pay the
Company the amount of any taxes which the Company or the Bank is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
23. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, except to the
extent that federal law shall be deemed to apply.
14
EXHIBIT 4.3
Form of Stock Option Agreement to be entered into
with respect to Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1992 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1992 STOCK OPTION PLAN
STOCK OPTIONS for a total of __________ shares of common stock ("Common
Stock"), par value $0.10 per share, of Thistle Group Holdings, Co. (the
"Company"), which options are intended to qualify as Incentive Stock Options
under Section 422 of the Internal Revenue Code of 1986, as amended, is hereby
granted to __________ (the "Optionee") at the price determined as provided in,
and in all respects subject to the terms, definitions and provisions of the
Thistle Group Holdings, Co. 1992 Stock Option Plan (the "Plan") which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Option Price. The exercise price is $_____ for each share of Common
Stock under option, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this stock option. Such
exercise price accurately reflects any price adjustment resulting from the
corporate reorganization (the "Reorganization") of Roxborough-Manayunk Federal
Savings Bank (the "Bank") pursuant to which the Bank became the wholly-owned
subsidiary of the Company.
2. Exercises of Option. The stock options covered by this stock option
agreement shall be exercisable in accordance with provisions of the Plan as
follows:
(a) Schedule of Rights to Exercise.
Total of Shares Subject
Years of Continuous Employment to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------ -----------------------
Upon grant......................... none
1 year but less than 2 ............ one-third
2 years but less than 3 ........... two-thirds
3 years or more.................... 100%
Notwithstanding any provisions in this Section 2, in no event shall the
stock options covered by this stock option agreement be exercisable prior to six
months following the date of grant or the date of ratification of the Plan by
the Bank's stockholders, whichever is later.
1
<PAGE>
(b) Method of Exercise. The stock options covered by this stock option
agreement shall be exercisable by a written notice which shall:
(i) State the election to exercise the option, the number of
shares of Common Stock with respect to which it is being exercised,
the person in whose name the stock certificate or certificates for
such shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names, addresses and
Social Security Numbers of such persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock
as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise the
option and, if the option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(iv) Be in writing and delivered in person or by certified mail
to the Treasurer of the Company.
Payment of the purchase price of any shares of Common Stock with respect to
which the option is being exercised shall be by certified or bank cashier's or
teller's check. The certificate or certificates for shares of Common Stock as to
which the option shall be exercised shall be registered in the name of the
person or persons exercising the option.
(c) Restrictions on Exercise. The stock options covered by this stock
option agreement may not be exercised if the issuance of the Common Stock upon
such exercise would constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to the Optionee's
exercise of the stock options covered by this stock option agreement, the
Company may require the person exercising these options to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
3. Non-transferability of Option. The stock options covered by this stock
option agreement may not be transferred in any manner otherwise than by will or
the laws of descent or distribution and may be exercised during the lifetime of
the Optionee only by the Optionee. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
2
<PAGE>
4. Term of Option. The stock options covered by this stock option agreement
may not be exercised more than ten (10) years from the date of grant, as set
forth below, and may be exercised during such term only in accordance with the
Plan and the terms of this stock option agreement.
5. Modification and Replacement of Prior Stock Options. By signing this
stock option agreement the Optionee and the Company agree that the stock options
covered herein shall modify and replace, in accordance with Section 13 of the
Plan, all of the Optionee's prior options to purchase the common stock of
Roxborough-Manayunk Federal Savings Bank, originally granted to the Optionee on
________________ ____, 199____.
THISTLE GROUP HOLDINGS, CO.
- ------------------------------- ----------------------------------------
Original Date of Grant By:
-------------------------------------
----------------------------------------
Optionee
Attest:
- -------------------------------
[SEAL]
3
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1992 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1992 STOCK OPTION PLAN
-------------------------
(Date)
Thistle Group Holdings, Co.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
Dear Sir or Madam:
The undersigned elects to exercise the Incentive Stock Options to purchase
shares, par value $0.10, of common stock ("Common Stock") of Thistle Group
Holdings, Co. under and pursuant to a stock option agreement dated ____________,
199_.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$
----------- of cash or check
----------- of Common Stock
$
=========== Total
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name _____________________________________________
Address __________________________________________
Social Security Number ___________________________
Very truly yours,
----------------------------------------
EXHIBIT 4.4
Form of Stock Option Agreement to be entered into
with respect to Non-Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1994 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN
STOCK OPTIONS for a total of shares of common stock, par value $0.10 per
share ("Common Stock"), of Thistle Group Holdings, Co. (the "Company") is hereby
granted to Joseph P. Healy (the "Optionee") at the price determined as provided
in, and in all respects subject to the terms, definitions and provisions of the
Thistle Group Holdings, Co. 1994 Stock Option Plan (the "Plan") which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
stock options do not comply with stock options granted under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Option Price. The exercise price is $ 2.07 for each share of Common
Stock under option, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this stock option. Such
exercise price accurately reflects any price adjustment resulting from the
corporate reorganization (the "Reorganization") of Roxborough-Manayunk Federal
Savings Bank (the "Bank") pursuant to which the Bank became the wholly-owned
subsidiary of the Company.
2. Exercise of Option. The stock options covered by this stock option
agreement shall be exercisable in accordance with provisions of the Plan as
follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------ ----------------------------
Upon grant.................... 100%
Notwithstanding any provisions in this Section 2, in no event shall the
stock options covered by this stock option agreement be exercisable prior to six
months following the date of grant or the date of ratification of the Plan by
the Bank's stockholders, whichever is later.
(b) Method of Exercise. The stock options covered by this stock option
agreement shall be exercisable by a written notice which shall:
(i) State the election to exercise the option, the
<PAGE>
number of shares of Common Stock with respect to which it is being
exercised, the person in whose name the stock certificate or
certificates for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock
as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise the
stock options and, if the stock option is being exercised by any
person or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person
or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by certified mail
to the Treasurer of the Company.
Payment of the purchase price of any shares of Common Stock with respect to
which the stock option is being exercised shall be by certified or bank
cashier's or teller's check. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.
(c) Restrictions on Exercise. The stock options covered by this stock
option agreement may not be exercised if the issuance of the Common Stock upon
such exercise would constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to the Optionee's
exercise of the stock options covered by this stock option agreement, the
Company may require the person exercising the stock options to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
3. Non-transferability of Option. The stock options covered by this stock
option agreement may not be transferred in any manner otherwise than by will or
the laws of descent or distribution and may be exercised during the lifetime of
the Optionee only by the Optionee. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
4. Term of Option. The stock options covered by this stock option agreement
may not be exercised more than ten (10) years from the date of grant, as set
forth below, and may be exercised during such term only in accordance with the
Plan and the terms of this stock option agreement.
5. Modification and Replacement of Prior Stock Options. By signing this
stock option agreement the Optionee and the Company agree that the stock options
covered herein shall modify and
<PAGE>
replace, in accordance with Section 13 of the Plan, all of the Optionee's prior
options to purchase the common stock of Roxborough-Manayunk Federal Savings
Bank, originally granted to the Optionee on ________________ ____, 199____.
THISTLE GROUP HOLDINGS, CO.
- ------------------------------- ----------------------------------------
Original Date of Grant By:
-------------------------------------
----------------------------------------
Optionee
Attest:
- -------------------------------
[SEAL]
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1994 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN
-------------------------
(Date)
Thistle Group Holdings, Co.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
Dear Sir or Madam:
The undersigned elects to exercise the Non-Incentive Stock Options to
purchase shares, par value $0.10, of common stock ("Common Stock") of Thistle
Group Holdings, Co. under and pursuant to a stock option agreement dated , 199 .
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$
----------- of cash or check
----------- of Common Stock
$
=========== Total
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name ______________________________________________
Address ___________________________________________
Social Security Number ____________________________
Very truly yours,
----------------------------------------
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
ATTORNEYS AT LAW
1301 K STREET, N.W.
SUITE 700 EAST
WASHINGTON, D.C. 20005
(202) 434-4660
FACSIMILE: (202) 434-4661
WRITER'S DIRECT DIAL NUMBER
November 20, 1998
Board of Directors
Thistle Group Holdings, Co.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
RE: Registration Statement on Form S-8:
Thistle Group Holdings, Co. 1992 Stock Option Plan
Thistle Group Holdings, Co. 1994 Stock Option Plan
Gentlemen:
We have acted as special counsel to Thistle Group Holdings, Co., a
Commonwealth of Pennsylvania corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to 222,064 shares of common stock,
par value $.10 per share (the "Common Stock") of the Company which may be issued
upon the exercise of options granted or which may be granted under the Thistle
Group Holdings, Co. 1992 Stock Option Plan and the Thistle Group Holdings, Co.
1994 Stock Option Plan (collectively referred to herein as the "Plans"), as more
fully described in the Registration Statement. You have requested the opinion of
this firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the exercise of options
granted under and in accordance with the terms of the Plans will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is a part of the Registration Statement.
Sincerely,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
EXHIBIT 23.2
Consent of Independent Accountants
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
Thistle Group Holdings, Co.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
We consent to incorporation by reference in this Registration Statement
of Thistle Group Holdings, Co. on Form S-8 of our report dated February 5, 1998
contained in the Company's Registration Statement No. 333-48749 on Form S-1
under the Securities Act of 1933 insofar as such report relates to the financial
statements of Thistle Group Holdings, Inc. for the year ended December 31, 1997.
Deloitte & Touche, LLP
Philadelphia, Pennsylvania
November 20, 1998
