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 23-2960905
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. 1989 Stock Option Plan
(Full title of the Plan)
Nelson R. Oswald, Chairman Jeffrey P. Waldron, Esquire
and Chief Executive Officer Stevens & Lee
Main Street Bancorp, Inc. One Glenhardie Corporate Center
601 Penn Street 1275 Drummers Lane, Suite 202
Reading, Pennsylvania 19601 Wayne, Pennsylvania 19087-0236
(610) 685-1400 (610) 478-2000
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
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
Common Stock 26,741 shares $26.125 $698,608.63 $223.00
$1.00 par value
per share
(1) Based upon the maximum number of shares of the Registrant's
common stock issuable under the Main Street Bancorp, Inc.
1989 Stock Option Plan.
(2) Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457,
on the basis of the closing price of the Registrant's common
stock as reported on the Nasdaq Stock Market as of June 23,
1998.
Total Number of Pages: 11
Exhibit Index on Page: 8
<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
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 Company 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
failure to take any action unless (1) the director has breached
<PAGE 1> 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., as amended, 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.
23.1 Consent of Beard & Company, Inc., independent
auditors.
24. Power of Attorney (included on signature page).
99.1 Main Street Bancorp, Inc. 1989 Stock Option Plan
incorporated herein by reference to Exhibit 10.7
to Registration Statement No. 33-76748 on Form SB-
2 of a predecessor of the Registrant.
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
<PAGE 2> 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.
(4) 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.
(5) 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.
(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
<PAGE 3> 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 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
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, 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 <PAGE 5>
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. 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
/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
/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>
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 9
common stock being registered.
23.1 Consent of Beard & Company, Inc., independent 11
auditors.
24. Power of Attorney (included on signature
page).
99.1 Main Street Bancorp, Inc. 1989 Stock Option
Plan incorporated herein by reference to
Exhibit 10.7 to Registration Statement
No. 33-76748 on Form SB-2 of a predecessor
of the Registrant. <PAGE 7>
Exhibit 5.1
June 26, 1998
Board of Directors
Main Street Bancorp, Inc.
601 Penn Street
Reading, Pennsylvania 19603
Re: Main Street Bancorp, Inc. 1989 Stock Option Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 26,741 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. 1989 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 26,741 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 23.1
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. 1995 Stock Option Plan for Non-Employee Directors,
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
