As filed with the Securities and Exchange Commission on June 13,
2000
Registration No. ______________
________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THREE RIVERS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1843375
(State of Incorporation) (I.R.S. Employer Identification No.)
2681 Mosside Boulevard, Monroeville, PA 15146
(Address of Principal Executive Offices) (Zip Code)
Three Rivers Bancorp, Inc.
Long-Term Incentive Plan
(Full title of the Plan)
Terry K. Dunkle, Chairman Edward C. Hogan, Esquire
and Chief Executive Officer Stevens & Lee
Three Rivers Bancorp, Inc. One Glenhardie Corporate Center
2681 Mosside Boulevard 1275 Drummers Lane
Monroeville, Pennsylvania 15146 P.O. Box 236
(412) 666-8063 Wayne, Pennsylvania 19087
(856) 354-9200
(Names, addresses and telephone numbers of agents for service)
_____________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
Common stock, 300,000 $8.09 $2,427,000 $715.97
$0.01 par shares
value per
share
________________________________________________________________
(1) Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to paragraphs
(h) and (c) of Rule 457, on the basis of the average of
the high and low prices of Three Rivers Bancorp, Inc.
Common Stock on June 7, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation Of Documents By Reference
The following documents have been filed by Three Rivers
Bancorp, Inc. (the "Registrant") with the Securities and
Exchange Commission ("SEC") and are incorporated herein by
reference:
(a) Registrant's Registration Statement on Form 10,
as amended, with respect to its Common Stock,
$0.01 par value per share (the "Common Stock"),
filed with the Securities and Exchange Commission
on March 30, 2000 pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"), including the description of the Common
Stock set forth therein.
(b) All other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act
since January 1, 2000.
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 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.
ITEM 6. Indemnification Of Directors And Officers
Under its Bylaws and except as provided below, the
Registrant is required to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (including,
without limitation, actions by or in the right of the
Registrant), by reason of the fact that such person is or was a
director or officer of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), amounts paid in settlement, judgments, and
fines actually and reasonably incurred by such person in
connection with such action, suit, or proceeding. In addition,
the Registrant may, at its discretion, indemnify any person who
is not entitled to indemnification under the preceding sentence
and who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, actions by or in
the right of the corporation), by reason of the fact that such
person is or was an employee or agent of the Registrant, against
expenses (including attorneys' fees), amounts paid in
settlement, judgments, and fines actually and reasonably
incurred by such person in connection with such action, suit, or
proceeding. Notwithstanding the foregoing, no indemnification
is permitted to be made in any case where the act or failure to
act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or
recklessness.
The bylaws of the Registrant, in the form approved by its
shareholders, provide for the elimination of a director's
liability for monetary damages to the fullest extent permitted
by Pennsylvania law. Pennsylvania law permits 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; provided, however, that such
elimination of liability does not apply to liabilities under
criminal statutes or those relating to the payment of taxes.
The Registrant's 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 Three Rivers Bancorp,
Inc., as amended, incorporated herein by reference
to Exhibit 3.1 of the Registration Statement on
Form 10 of the Registrant.
4.2 Bylaws of Three Rivers Bancorp, Inc. incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement on Form 10 of the
Registrant.
5.1 Opinion of Stevens & Lee
23.1 Consent of Arthur Andersen LLP, independent
auditors.
24.1 Power of Attorney (included on signature page).
99.1 Three Rivers Bancorp, Inc. Long-Term Incentive
Plan.
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 this Registration Statement.
(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) 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.
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 Monroeville, Commonwealth of Pennsylvania, on
June 7, 2000.
THREE RIVERS BANCORP, INC.
By:/s/ Terry K. Dunkle
Terry K. Dunkle
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry K. Dunkle
and W. Harrison Vail, and each of them, his or her 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.
Signatures Title Date
/s/ Clifford A. Barton Director June 8, 2000
Clifford A. Barton
/s/ Terry K. Dunkle Director June 7, 2000
Terry K. Dunkle Chairman and
Chief Executive
Officer
___________________________ Director
Richard W. Kappel
/s/ Michael F. Butler Director June 6, 2000
Michael F. Butler
/s/ W. Harrison Vail Director, June 6, 2000
W. Harrison Vail Vice Chairman,
President and COO
/s/ Jerome M. Adams Director June 6, 2000
Jerome M. Adams
___________________________ Director
Jack Sevy
___________________________ Director
Edward W. Seifert
/s/ J. Terrence Farrell Director June 6, 2000
J. Terrence Farrell
___________________________ Director
Stephen I. Richman
/s/ Marylouise Fennell Director June 6, 2000
Marylouise Fennell
/s/ James R. Ferry Director June 8, 2000
James R. Ferry
___________________________ Director
Steven J. Guy
/s/ I.N. Rendall Harper, Jr. Director June 6, 2000
I.N. Rendall Harper, Jr.
/s/ Charles R. Zappala Director June 8, 2000
Charles R. Zappala
/s/ Anthony M. V. Eramo Chief Financial June 7, 2000
Anthony M. V. Eramo Officer and
Senior Vice
President
(Principal
Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
Number
4.1 Articles of Incorporation of Three Rivers
Bancorp, Inc., as amended, incorporated
herein by reference to Exhibit 3.1 of the
Registration Statement on Form 10 of the
Registrant.
4.2 Bylaws of Three Rivers Bancorp, Inc.
incorporated herein by reference to
Exhibit 3.2 of the Registration Statement
on Form 10 of the Registrant.
5.1 Opinion of Stevens & Lee
23.1 Consent of Arthur Andersen LLP,
independent auditors.
24.1 Power of Attorney (included on signature
page).
99.1 Three Rivers Bancorp, Inc. Long-Term Incentive
Plan.
