As filed with the Securities and Exchange Commission on June 25,
1998.
Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAIN STREET BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2960905
(State of Incorporation) (I.R.S. Employer Identification No.)
601 Penn Street
Reading, Pennsylvania 19601
(610) 376-5933
(Address and telephone number of principal executive offices)
Main Street Bancorp, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
With a copy to:
Nelson R. Oswald Jeffrey P. Waldron, Esquire
Chairman and Chief Stevens & Lee
Executive Officer One Glenhardie Corporate Ctr.
601 Penn Street 1275 Drummers Lane
Reading, Pennsylvania 19601 Wayne, Pennsylvania 19087
(610) 376-5933 (610) 293-4961
(Name, address and telephone
number of agent for service)
=================================================================
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 152,019 $ 26.125 $ 3,971,496.30 $ 1,204
par value
$1.00 per share
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Price per share
represents the closing price for a share of Registrant's
Common Stock on June 23, 1998
PAGE 1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) Registrant's Current Report on Form 8-K dated May 15,
1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") and as amended on Form 8-K/A on
June 25, 1998.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since
April 29. 1998.
(c) The description of the Registrant's common stock, par
value $1.00 per share (the "Common Stock"), set forth
in the Registrant's Registration Statement on Form 8-A
as filed with the Securities and Exchange Commission on
April 30, 1998, and as amended on Form 8-A/A on May 8,
1998.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document
incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded, for purposes of this
Registration Statement, to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE 2>
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.
Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Main Street
Bancorp, Inc., as amended, incorporated herein by
reference to Exhibit 3.1 of the Registration
Statement No. 333-44697 on Form S-4 as filed with
the Securities and Exchange Commission on January
22, 1998.
4.2 Bylaws of Main Street Bancorp, Inc. incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement No. 333-44697 on Form S-4
as filed with the Securities and Exchange
Commission on January 22, 1998.
4.3 Main Street Bancorp, Inc. 1996 Stock Option Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Beard & Company, Inc., independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.) <PAGE 3>
24. Power of Attorney of certain directors and
officers (included on signature page).
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 to include any additional or changed
material information with respect to the plan of distribution.
(2) That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain
unsold at the termination of the offering.
Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
the purpose 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 a plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this 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.
<PAGE 4>
(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
PAGE 5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reading, Commonwealth of Pennsylvania,
on June 23, 1998.
MAIN STREET BANCORP, INC.
By/s/ Nelson R. Oswald
Nelson R. Oswald, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Keifer and Jeffrey P. Waldron, Esquire, and each
of them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
PAGE 6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/ Nelson R. Oswald Chairman, President June 23, 1998
Nelson R. Oswald and Chief Executive
Officer (Principal
Executive Officer)
/s/ Allen E. Kiefer President, Chief June 23, 1998
Allen E. Kiefer Operating Officer
and Director
/s/ Robert D. McHugh, Jr. Executive Vice June 23, 1998
Robert D. McHugh, Jr. President and Chief
Financial Officer
(Principal Financial
Officer)
/s/ Donna L. Rickert Senior Vice President, June 23, 1998
Donna L. Rickert Chief Accounting Officer,
Controller (Principal
Accounting Officer)
/s/ Richard D. Biever Director June 23, 1998
Richard D. Biever
/s/ Edward J. Edwards Director June 23, 1998
Edward J. Edwards
/s/ Richard T. FenstermacherDirector June 23, 1998
Richard T. Fenstermacher
/s/ Ivan H. Gordon Director June 23, 1998
Ivan H. Gordon
/s/ Jeffrey W. Hayes Director June 23, 1998
Jeffrey W. Hayes
/s/ Alfred B. Mast Director June 23, 1998
Alfred B. Mast
/s/ Frederick A. Gosch Director June 23, 1998
Frederick A. Gosch
Director June __, 1998
Wesley R. Pace
/s/ Floyd S. Weber Director June 23, 1998
Floyd S. Weber <PAGE 7>
/s/ Joseph Schlitzer Director June 23, 1998
Joseph Schlitzer
/s/ Albert L. Evans, Jr. Director June 23, 1998
Albert L. Evans, Jr.
PAGE 8
<PAGE>
EXHIBIT INDEX
4.1 Articles of Incorporation of Main Street
Bancorp, Inc., as amended, incorporated herein by
reference to Exhibit 3.1 of the Registration
Statement No. 333-44697 on Form S-4 as filed with
the Securities and Exchange Commission on January
22, 1998.
4.2 Bylaws of Main Street Bancorp, Inc., incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement No. 333-44697 on Form S-4
as filed with the Securities and Exchange
Commission on January 22, 1998.
4.3 Main Street Bancorp, Inc. 1996 Stock Option Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Beard & Company, Inc., independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.)
24. Power of Attorney of certain directors and
officers (included on signature page). <PAGE 9>
Exhibit 5.1
June 25, 1998
Board of Directors
Main Street Bancorp, Inc.
601 Penn Street
Reading, Pennsylvania 19603
Re: Main Street Bancorp, Inc. 1996 Stock Option Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 152,019 shares of common stock, par value $1.00 per share
(the "Common Stock"), of Main Street Bancorp, Inc. (the
"Company") that may be issued from time to time pursuant to the
exercise of options issued under the Main Street Bancorp, Inc.
1996 Stock Option Plan (the "Plan"), when and if such shares are
issued pursuant to and in accordance with the Plan, will be duly
and validly issued, fully paid and nonassessable. We, as counsel
to the Company, have reviewed:
1. The Pennsylvania Business Corporation Law of 1988, as
amended;
2. The Articles of Incorporation of the Company;
3. The By-laws of the Company; and
4. The Resolutions of the Board of Directors of the
Company adopted June 23, 1998 as certified by the Corporate
Secretary of the Company.
Based on our review of such documents, it is our opinion
that the Common Stock issuable upon the exercise of options
granted under the Plan, when and as issued and paid for in
accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable. In giving the
foregoing opinion, we have assumed that the Company will have, at
the time of the issuance of such Common Stock, a sufficient
number of authorized shares available for issue.
We consent to the filing of this opinion as an exhibit to
the registration statement the Company is filing today in
connection with the registration of 152,019 shares of the
Company's Common Stock. In giving this consent, we do not
<PAGE 1> thereby admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations
of the Securities and Exchange Commission thereunder.
Very truly yours
/s/ STEVENS & LEE
STEVENS & LEE <PAGE 2>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, pertaining to the Main Street
Bancorp, Inc. 1996 Stock Option Plan, of our report dated May 29,
1998, relating to the supplemental consolidated financial
statements of Main Street Bancorp, Inc. appearing in the
Company's Current Report on Form 8-K/A dated June 25, 1998.
/s/ Beard & Company, Inc.
BEARD & COMPANY, INC.
Reading, Pennsylvania
June 19, 1998
