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.
Stock Option 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. Stock Option
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 May 25, 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 May 25, 2000
Clifford A. Barton
/s/Terry K. Dunkle Director May 25, 2000
Terry K. Dunkle Chairman and
Chief Executive
Officer
/s/Richard W. Kappel Director May 25, 2000
Richard W. Kappel
/s/Michael F. Butler Director May 25, 2000
Michael F. Butler
/s/W. Harrison Vail Director, May 25, 2000
W. Harrison Vail Vice Chairman,
President and COO
/s/Jerome M. Adams Director May 25, 2000
Jerome M. Adams
/s/Jack Sevy Director May 25, 2000
Jack Sevy
___________________________ Director
Edward W. Seifert
/s/J. Terrence Farrell Director May 25, 2000
J. Terrence Farrell
___________________________ Director
Stephen I. Richman
/s/Marylouise Fennell Director May 25, 2000
Marylouise Fennell
/s/James R. Ferry Director May 25, 2000
James R. Ferry
___________________________ Director
Steven J. Guy
/s/I.N. Rendall Harper, Jr. Director May 25, 2000
I.N. Rendall Harper, Jr.
/s/Charles R. Zappala Director May 25, 2000
Charles R. Zappala
/s/Anthony M. V. Eramo Chief Financial May 25, 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. Stock Option
Plan.
2
06/13/00/SL1 71033v1/31059.001
06/13/00/SL1 71033v1/31059.001
