Registration No. 333-_____
As filed with the Securities and Exchange Commission on July 25,
2000
===========================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PEOPLES FIRST, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 6021 23-3028825
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification
incorporation or Classification Number)
organization) Code No.)
24 SOUTH THIRD STREET
OXFORD, PENNSYLVANIA 19363
(610) 932-9294
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
GEORGE C. MASON, CHAIRMAN AND CEO
PEOPLES FIRST, INC.
24 SOUTH THIRD STREET
OXFORD, PENNSYLVANIA 19363
(610) 932-9294
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copies to:
DAVID W. SWARTZ, ESQUIRE
STEVENS & LEE, P.C.
111 North Sixth Street
Reading, Pennsylvania 19603
(610) 478-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement
becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box. [ ]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ X ] 333-30640
If this form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering.[ ]
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed Amount
Title of Each Maximum Maximum of
Class of Offering Aggregate Regis-
Securities To Amount to Be Price Offering tration
Be Registered Registered(1) Per Unit Price Fee(2)
_______________________________________________________________
Common Stock Not Not
$1.00 par value 56,918 Applicable Applicable $196.09
_______________________________________________________________
(1) Based on the number of shares of the Registrant's common
stock to be issued in connection with the formation of the
Registrant as a holding company for The Peoples Bank of
Oxford (the "Bank") as a result of the merger of a wholly-
owned subsidiary of the Registrant with and into the Bank.
(2) Estimated solely for the purpose of calculating the
registration fee, and calculated in accordance with
Rule 457(f)(2), based on the book value of the common stock
of the Bank of $13.05 per share as of June 30, 2000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities
and Exchange Commission (the "Commission") by Peoples First,
Inc. (the "Company") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This Registration Statement
incorporates by reference the contents of the Registration
Statement on Form S-4 (File No. 333-30640), including each of
the documents incorporated by reference therein, which relates,
among other things, to the offering of up to 2,996,290 shares of
common stock of the Company and was filed with the Commission on
February 17, 2000 and declared effective on April 7, 2000.
Item 16. Exhibits
The following exhibits are filed as part of this
Registration Statement:
Exhibit No. Description
5.1 Opinion of Stevens & Lee, P.C.
24.1 Powers of Attorney (included on the
signature page)
================================================================
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Oxford, Pennsylvania on June 20, 2000.
PEOPLES FIRST, INC.
Date: June 20, 2000 By: /s/ George C. Mason
George C. Mason,
Chief Executive Officer
(Duly Authorized
Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints George C.
Mason, Hugh G. Garchinsky and David W. Swartz, and each of them,
his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their, his or her
substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ George C. Mason Chairman of the Board June 20, 2000
George C. Mason Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Susan H. Reeves Senior Vice President June 20, 2000
Susan H. Reeves President (Princi-
pal Financial and
Accounting Officer)
/s/ Carl R. Fretz Vice Chairman, June 20, 2000
Carl R. Fretz Corporate Secretary and
Director
/s/ Hugh J. Garchinsky President and Director June 20, 2000
Hugh J. Garchinsky
/s/ Ben S. Beiler Director June 20, 2000
Ben S. Beiler
/s/Arthur A. Bernardon Director June 20, 2000
Arthur A. Bernardon
/s/ Clyde L. Cameron Director June 20, 2000
Clyde L. Cameron
/s/ Director June 20, 2000
Ross B. Cameron
/s/ Emidio Frezzo, Jr. Director June 20, 2000
Emidio Frezzo, Jr.
4
07/25/00/SL1 75992v1/33608.006
