As filed with the Securities and Exchange Commission on June 26,
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 23-2444807
(State of Incorporation) (I.R.S. Employer Identification No.)
601 Penn Street, Reading, PA 19601
(Address of Principal Executive Offices) (Zip Code)
Main Street Bancorp, Inc. 401(k) Retirement Plan
(Full title of the Plan)
Nelson R. Oswald, Chairman Jeffrey P. Waldron, Esquire
and Chief Executive Office Stevens & Lee
Main Street Bancorp, Inc. One Glenhardie Corporate Center
601 Penn Street 1275 Drummers Lane
Reading, Pennsylvania 19601 Wayne, Pennsylvania 19087
(610) 685-1400 (610) 293-4964
_________________________________________________________________
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $26.125 $5,225,000 $1,592
$1.00 par value
per share(3)
</TABLE>
(1) Based upon the maximum number of shares of the Registrant's
common stock issuable under the Main Street Bancorp, Inc.
401(k) Retirement Plan.
(2) Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
and (h)(1), on the basis of the average of the bid and asked
price of the Registrant's common stock as reported on the
NASDAQ National Market System as of June 23, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
Total Number of Pages: 13
Exhibit Index on Page: 10
<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) The Current Report on Form 8-K of Main Street Bancorp,
Inc. (the "Company") filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on May 15, 1998, and the
amendment thereto on Form 8-K/A filed on June 25, 1998.
(b) All other reports filed by the Company and the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act
since April 29, 1998.
(c) The description of the Company's common stock contained
in its registration statement on Form 8-A filed with
the Securities and Exchange Commission on April 30,
1998, and as amended on May 8, 1998.
All documents subsequently filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be 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.
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
<PAGE 1> failure to take any action unless (1) the director has
breached or failed to perform the duties of his office and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The bylaws of the Company provide for
(1) indemnification of directors, officers, employees and agents
of the registrant 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 Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Main Street Bancorp,
Inc. (incorporated herein by reference to
Exhibit 3.1 of the Registration Statement No. 333-
44697 on Form S-4 of the Registrant.
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 of the Registrant.
5.1 Opinion of Stevens & Lee re: legality of common
stock being registered.
23.1 Consent of Beard & Company, Inc., Independent
Auditors.
23.2 Consent of Stevens & Lee (included at Exhibit 5.1
of this Registration Statement).
24.1 Power of Attorney (included on signature page).
99.1 Main Street Bancorp, Inc. 401(k) Retirement Plan
(incorporated herein by reference to Exhibit 10.11
of Registration Statement 33-76748 of the
predecessor of the Registrant).
Item 9. Undertakings.
(a) The Company will:
<PAGE 2>
(1) File, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by the
Company or the Plan pursuant to the Securities Exchange Act
of 1934 that is incorporated herein by reference;
(ii) Reflect in the prospectus any facts or
events which, individually or together, represent a
fundamental change in the information set forth in the
registration statement, unless the information required to
be included in such post-effective amendment is contained in
a periodic report filed by the Company or the Plan pursuant
to the Securities Exchange Act of 1934 that is incorporated
herein by reference; and
(iii) Include any additional or changed
material information on the plan of distribution.
(2) For determining liability under the
Securities Act of 1933, treat each post-effective amendment as a
new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove
from registration any of the securities that remain unsold at the
end of the offering.
(b) The Company undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company'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 Company pursuant to the
foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
<PAGE 3> 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 Company
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 4
<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 this 23rd day of June, 1998.
MAIN STREET BANCORP, INC.
By:/s/ Nelson R. Oswald
Nelson R. Oswald, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Kiefer, 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.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Nelson R. Oswald Chairman and Chief June 23, 1998
Nelson R. Oswald Executive Officer
(Principal Executive
Officer)
/s/ Allen E. Kiefer President and Chief June 23, 1998
Allen E. Kiefer Operating Officer
<PAGE 5>
/s/ Robert D. McHugh, Jr. Executive Vice June 23, 1998
Robert D. McHugh, Jr. President and Chief
Financial Officer
(Principal Financial
Officer)
/s/ Richard A. Ketner Executive Vice June 23, 1998
Richard A. Ketner President and Chief
Administrative Officer
/s/ Donna L. Rickert Vice President and June 23, 1998
Donna L. Rickert Controller (Principal
Accounting Officer)
/s/ Richard T. Biever Director June 23, 1998
Richard T. Biever
/s/ Edward J. Edwards Director June 23, 1998
Edward J. Edwards
/s/ Richard T. Fenstermacher Director 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
Director June __, 1998
Wesley R. Pace
/s/ Frederick A. Gosch Director June 23, 1998
Frederick A. Gosch
/s/ Floyd S. Weber Director June 23, 1998
Floyd S. Weber
/s/ Joseph Schlitzer Director June 23, 1998
Joseph Schlitzer
/s/ Albert L. Evans, Jr. Director June 23, 1998
Albert L. Evans, Jr.
PAGE 6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the Plan have 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. 401(K)
RETIREMENT PLAN
By:/s/ Nelson R. Oswald
Title: Chairman
PAGE 7
<PAGE>
EXHIBIT INDEX
Exhibits Page Number in
Manually Signed
Original
4.1 Articles of Incorporation of Main Street
Bancorp, Inc. (incorporated herein
by reference to Exhibit 3.1 of the
Registration Statement No. 333-44697 on
Form S-4 of the Registrant.
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 of the Registrant.
5.1 Opinion of Stevens & Lee re: legality of
common stock being registered. 11
23.1 Consent of Beard & Company, Inc., Independent
Auditors. 13
23.2 Consent of Stevens & Lee (included at
Exhibit 5.1 of this Registration Statement).
24.1 Power of Attorney (included on signature page).
99.1 Main Street Bancorp, Inc. 401(k) Retirement
Plan (incorporated herein by reference to
Exhibit 10.11 of Registration Statement
33-76748 of the predecessor of the Registrant). <PAGE 8>
Exhibit 5.1
June 26, 1998
Board of Directors
Main street Bancorp, Inc.
601 Penn Street
Reading, Pennsylvania 19603
Re: Main Street Bancorp, Inc. 401(K) Retirement Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 200,000 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.
401(K) Retirement 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 purchased under 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 200,000 shares of the
Company's Common Stock. In giving this consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
<PAGE 1> 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 23.1
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. 401(k) 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
