As filed with the Securities and Exchange Commission on June 26,
1998
Registration No. ______________
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.
1993 Independent Directors 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
Reading, Pennsylvania 19601 P.O. Box 236
(610) 685-1400 Wayne, Pennsylvania 19087
(610) 293-4961
(Names, addresses and telephone numbers of agents for service)
_____________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
<S> <C> <C> <C> <C>
Common stock, 12,570 $26.125 $328,391.25 $100
$1.00 par value shares
per share
______________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), on the basis of the closing
price of Main Street Bancorp, Inc. Common Stock on June 23, 1998.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Main Street
Bancorp, Inc. (the "Registrant") with the Securities and Exchange
Commission ("SEC") and are incorporated herein by reference:
(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 Heritage 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 such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed
incorporated document 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE 1>
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
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. INCORPORATION OF DOCUMENTS BY REFERENCE
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. 1993 Independent
Directors Stock Option Plan. <PAGE 2>
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.
(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
<PAGE 3> 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 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 June 23,
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 and agent, with
full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement to which this
power of attorney is attached, and to file all those amendments
and all exhibits to them and other documents to be filed in
connection with them, with the Securities and Exchange
Commission, granting unto such attorneys-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 below by the
following persons in the capacities and on the date indicated
below.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Nelson R. Oswald Chairman and June 23, 1998
Nelson R. Oswald Chief Executive Officer
(Principal Executive
Officer)
<PAGE 5>
/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. 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 23, 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.
</TABLE>
PAGE 6
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit No. Exhibit Page Number
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.
23.1 Consent of Beard & Company, Inc., independent
auditors.
24. Power of Attorney (included on signature
page).
99.1 Main Street Bancorp, Inc. 1993 Independent Directors Stock
Option Plan. <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. 1993 Independent Directors Stock
Option Plan
Gentlemen:
You have asked us to provide you with our opinion whether
the 9,426 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. 1993
Independent Directors 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 9,426 shares of the Company's
<PAGE 1> 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 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. 1993 Independent Directors 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
MAIN STREET BANCORP, INC.
1993 INDEPENDENT DIRECTORS STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan
(the "Plan") is to advance the development, growth and financial
condition of Main Street Bancorp, Inc. (the "Corporation"), by
providing incentives through participation in the appreciation of
capital stock of the Corporation so as to secure, retain and
motivate members of the Corporation's Board of Directors (the
"Board") who are not officers and employees of the Corporation or
any subsidiary thereof ("non-employee directors").
2. Term. The Plan shall become effective as of the
date the Corporation's stockholders duly approve the Plan (the
"Effective Date"). If the Plan is so approved, it shall continue
in effect until any stock options granted under the Plan either
have lapsed or been exercise satisfied or cancelled according to
their terms under the Plan.
3. Stock. The shares of stock that may be issued
under the Plan shall not exceed, in the aggregate, twenty-two
thousand five hundred (22,500) shares of the Corporation's common
stock, par value $1.00 per share (the "Stock"), provided that
said shares of Stock may be increased by an amount not to exceed
two thousand five hundred (2,500) shares of Stock for each
individual who becomes a non-employee director, other than
current or prior members of the Board at any time within a five
year period after the Effective Date. In addition, the aggregate
amount of Stock under the Plan may be adjusted pursuant to
paragraph 10. Such shares of Stock may be either authorized and
unissued shares of Stock, or authorized shares of Stock issued by
the Corporation and subsequently reacquired by it as treasury
stock. Under no circumstances shall any fractional shares of
Stock be issued under the Plan. The Corporation shall reserve
and keep available, and shall duly apply for any requisite
governmental authority to grant the stock options under this
Plan, and issue or sell the number of shares of Stock needed to
satisfy the requirements of the Plan while in effect. The
Corporation's failure to obtain any such governmental authority
deemed necessary by the Corporation's legal counsel for the
proper grant of the stock options under this Plan and/or the
issuance and sale of Stock under the Plan shall relieve the
Corporation of any duty, or liability for the failure to grant
the stock options under this Plan and/or issue or sell the Stock
as to which such authority has not been obtained.
4. Stock Options. Stock options shall be granted
under the Plan to all current non-employee directors of the
Corporation, and any non-employee director, other than current or
prior members of the Board, who becomes a member of the Board at
any time within a five year period after the Effective Date (such
directors shall be referred to under this Plan as a "Director").
Every stock option granted to a Director shall be exercisable
during his or her lifetime only by the Director, and shall not be
<PAGE 1> salable, transferable or assignable by the Director
except by his or her Will or pursuant to applicable laws of
descent and distribution. Commencing on the Effective Date and
then annually for the four (4) years thereafter, or in the case
of a Director who becomes a member of the Board at any time
within a five year period after the Effective Date, commencing on
the date he or she is elected or appointed to the Board and then
annually for the four (4) years thereafter, a Director shall be
granted a stock option to purchase 500 shares of Stock (the
"Stock Option") under the following terms and conditions:
(a) The time period during which any Stock Option
is exercisable shall be five (5) years after the date the
Stock Option is granted to the Director.
(b) If the Director ceases to be a member of the
Board for any reason other than his or her mandatory
retirement because of age pursuant to the Corporation's
By-Laws, the Director may exercise the Stock Option not more
than twelve (12) months after such cessation; if the
Director dies at any time, the Director's qualified personal
representative or any persons who acquire the Stock Option
pursuant to his or her Will or laws of descent and
distribution, may exercise any Stock Options during their
remaining terms for a period of not more than twelve (12)
months after the Director's death to the extent that the
Stock Options would then and remain exercisable; if the
Director retires because of the aforesaid mandatory age
requirement, he or she may exercise any Stock Options
granted to him or her for their remaining terms; in all of
the above events, the Director shall not receive any further
grants of Stock Options under the Plan.
(c) The purchase price of a share of Stock
subject to a Stock Option shall be eighty-five percent (85%)
of the fair market value of the Stock as determined under
paragraph 6 hereof.
(d) The Stock Option shall be made by a written
agreement attached hereto as Exhibit "A".
5. Exercise. Except as otherwise provided in the
Plan, the Stock Options may be exercised in whole or in part by
giving written notice thereof to the Secretary of the
Corporation, or his or her designee, identifying the Stock Option
being exercised, the number of shares of Stock with respect
thereto, and other information pertinent to the exercise of the
Stock Option. The purchase price of the shares of Stock with
respect to which a Stock Option is exercised shall be paid with
the written notice of exercise, either in cash or in Stock which
has been held by the Director for at least six (6) months at its
then current fair market value, or in any combination thereof.
Funds received by the Corporation from the exercise of any Stock
Option shall be used for its general corporate purposes.
<PAGE 2>
The number of shares of Stock subject to a Stock Option
shall be reduced by the number of shares of Stock with respect to
which the Director has exercised rights under the Stock Option.
If the Corporation or its stockholders execute an agreement to
dispose of all or substantially all of the Corporation's assets
or capital stock by means of sale, merger, consolidation,
reorganization, liquidation or otherwise, as a result of which
the Corporation's stockholders as of immediately before such
transaction will not own at least fifty percent (50%) of the
total combined voting power of all classes of voting capital
stock of the surviving entity (be it the Corporation or
otherwise) immediately after the consummation of such
transaction, thereupon any and all Stock Options which the
Director would be entitled to receive under the Plan shall be
immediately granted to the Director until the consummation of
such transaction, or if not consummated, until the agreement
therefor expires or is terminated, in which case thereafter all
Stock Options shall be treated as if said agreement never had
been executed. If during any period of two (2) consecutive
years, the individuals who at the beginning of such period
constituted the Board, cease for any reason to constitute at
least a majority of the Board, unless the election of each
director of the Board, who was not a director of the Board at the
beginning of such period, was approved by a vote of at least two-
thirds of the directors then still in office who were directors
at the beginning of such period, thereupon any and all Stock
Options which the Director would be entitled to receive under the
Plan shall be immediately granted to the Director. If there is
an actual, attempted or threatened change in the ownership of at
least twenty-five percent (25%) of any classes of voting capital
stock of the Corporation through the acquisition of, or an offer
to acquire such percentage of the Corporation's voting capital
stock by any person or entity, or persons or entities acting in
concert or as a group, and such acquisition or offer has not been
duly approved by the Board, thereupon any and all Stock Options
which the Director would be entitled to receive under the Plan
shall be immediately granted.
6. Value. Where used in the Plan, the "fair market
value" of Stock shall mean and be determined as follows: (i) in
the event that the Stock is listed on an established exchange,
the closing price of the Stock on the date of the annual meeting
of shareholders for the year when the Stock Option is granted to
the Director (the "Relevant Date") or, if no trade did occur on
that day, on the next preceding day on which a trade occurred;
(ii) in the event that the Stock is not listed on an established
exchange, but is then quoted on the Nasdaq Stock Market
("Nasdaq"), the average of the average of the closing bid and
asked quotations of the Stock for the five (5) trading days
immediately preceding the Relevant Date; or (iii) the event that
the Stock is not then listed on an established exchange or quoted
on Nasdaq, the average of the average of the closing bid and
asked quotations of the Stock for the five (5) trading days
immediately preceding the Relevant Date as reported by two (2)
brokerage firms which are then making a market in the Stock. In
<PAGE 3> the case of (ii) or (iii) above, in the event that no
closing bid or asked quotation is available on one (1) or more of
such trading days, the fair market value shall be determined by
reference to the five (5) trading days immediately preceding the
Relevant Date on which closing bid and asked quotations are
available.
7. Continued Relationship. Nothing in the Plan or
any Stock Option shall confer upon any Director or any right to
continue his or her relationship with the Corporation as a
director, or limit or affect any rights, powers or privileges
that the Corporation or its affiliates may have to supervise,
discipline and terminate such Director, and the relationships
thereof.
8. General Restrictions. Each Stock Option shall be
subject to the requirement and provision that if at any time the
Board determines it necessary or desirable as a condition of or
in consideration of making such Stock Option, or the purchase or
issuance of Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Stock Option, or the
Stock Option itself, upon any securities exchange or under any
federal or state securities or other laws, (b) the approval of
any governmental authority, or (c) an agreement by the Director
with respect to disposition of any Stock (including without
limitation that at the time of the Director's exercise of the
Stock Option, any Stock thereby acquired is being and will be
acquired solely for investment purposes and without any intention
to sell or distribute such Stock), then such Stock Option shall
not be consummated in whole or in part unless such listing,
registration, qualification, approval or agreement shall have
been appropriately effected or obtained to the satisfaction of
the Board and legal counsel for the Corporation. Notwithstanding
anything to the contrary herein, a Director shall not sell,
transfer or otherwise dispose of any shares of Stock acquired
pursuant to a Stock Option unless at least six (6) months have
elapsed from the date the Stock Option was granted, if at the
time of such disposition the Director is subject to Section 16 of
the Securities Exchange Act of 1934, as amended.
9. Rights. Except as otherwise provided in the Plan,
the Director shall have no rights as a holder of the Stock
subject thereto unless and until one or more certificates for the
shares of such Stock are issued and delivered to the Director.
No adjustments shall be made for dividends, either ordinary or
extraordinary, or any other distributions with respect to Stock,
whether made in cash, securities or other property, or any rights
with respect thereto, for which the record date is prior to the
date that any certificates for Stock subject to a Stock Option
are issued to the Director pursuant to his or her exercise
thereof. No Stock Option, or the grant thereof, shall limit or
affect the right or power of the Corporation or its affiliates to
adjust, reclassify, recapitalize, reorganize or otherwise change
its or their capital or business structure, or to merge,
<PAGE 4> consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.
10. Adjustments. In the event of any change in the
number of issued and outstanding shares of Stock which results
from a stock split, reverse stock split, payment of a stock
dividend or any other change in the capital structure of the
Corporation, the maximum number of shares subject to each
outstanding Stock Option, and (where appropriate) the purchase
price per share thereof (but not the total purchase price), shall
be proportionately adjusted to that upon exercise or realization
of such Stock Option, the Director shall receive the same number
of shares he or she would have received had he or she been the
holder of all shares subject to his or her outstanding Stock
Option and immediately before the effective date of such change
in the number of issued and outstanding shares of Stock. Such
adjustments shall not, however, result in the issuance of
fractional shares.
In the event the Corporation is the surviving
corporation of any merger, consolidation or other reorganization,
any and all outstanding Stock Options shall apply and relate to
the securities to which a holder of Stock is entitled after such
merger, consolidation or other reorganization. Upon any
liquidation or dissolution of the Corporation, or any merger,
consolidation or other reorganization of which the Corporation is
not the surviving corporation, any and all outstanding Stock
Options shall terminate upon consummation of such merger,
consolidation or other reorganization, but prior to such
consummation shall be exercisable to the extent that the same
otherwise are exercisable under the Plan.
11. Forfeiture. Notwithstanding anything to the
contrary in this Plan, if the involved Director has been engaged
in fraud, embezzlement, theft, commission of a felony, or
dishonesty in the course of his or her relationship with the
Corporation or its affiliates that has damaged them, or that the
Director has disclosed trade secrets of the Corporation or its
affiliates, the Director shall forfeit all rights under and to
all unexercised Stock Options, and all exercised Stock Options
under which the Corporation has not yet delivered certificates
for shares of Stock (as the case may be), and all rights to
receive Stock Options shall be automatically cancelled.
12. Miscellaneous. Any reference contained in this
Plan to a particular section or provision of law, rule or
regulation, including but not limited to the Internal Revenue
Code of 1986 and the Securities Exchange Act of 1934, both as
amended, shall include any subsequently enacted or promulgated
section or provision of law, rule or regulation, as the case may
be, of similar import. With respect to persons subject to
Section 16 of the Securities Exchange Act of 1934, as amended,
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor rule that
may be promulgated by the Securities and Exchange Commission. To
<PAGE 5> the extent any provision of this Plan fails to comply,
it shall be deemed null and void, to the extent permitted by
applicable law. Where used in this Plan: the plural shall
include the singular, and unless the context otherwise clearly
requires, the singular shall include the plural; and, the term
"affiliates" shall mean each and every subsidiary and any parent
of the Corporation. The captions of the numbered paragraphs
contained in this Plan are for convenience only, and shall not
limit or affect the meaning, interpretation or construction of
any of the provisions of the Plan.
13. Amendment. The Plan may not be amended, suspended
or terminated except as may be provided for herein, or as may be
required under the provisions of the Internal Revenue Code of
1986, as amended, and Section 16 of the Securities Exchange Act
of 1934, as amended, and Rule 16b-3 of the Securities and
Exchange Commission.
---------
END
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MAIN STREET BANCORP, INC.
1993 INDEPENDENT DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
A STOCK OPTION for a total of Five Hundred (500) shares
of common stock, par value $1.00, of Main Street Bancorp, Inc., a
Pennsylvania business corporation (herein the "Corporation") is
hereby granted to _____________________________ (herein the
"Director"), subject in all respects to the terms and provisions
of Main Street Bancorp, Inc. 1993 Independent Stock Option Plan
(herein the "Plan"), dated __________, which has been adopted by
the Corporation's shareholders and which is incorporated herein
by reference. The option price as determined under paragraph 6
of the Plan is __________ Dollars per share.
This Option may not be exercised more than five (5)
years from the date of its grant, and may be exercised during
such term only in accordance with the terms of the Plan.
Dated: __________, 1993
ATTEST: MAIN STREET BANCORP, INC.
_________________________ By________________________________
, Secretary , President
The Director acknowledges receipt of a copy of the
Plan, and represents that he or she is familiar with the terms
and provisions thereof. The Director hereby accepts this Option
subject to all the terms and provisions of the Plan.
Dated: __________, 1993
___________________________________
Director <PAGE 7>
