<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1996
Registration No.________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
DAUPHIN DEPOSIT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-1938831
(State of Incorporation) (I.R.S. Employer
Identification Number)
213 Market Street
Harrisburg, PA 17101
(717) 255-2121
(Address, including Zip Code, and Telephone Number, including Area Code, of
Principal Executive Offices)
------------------------------
Dauphin Deposit Corporation 1996 Non-Employee Directors' Stock Plan
(Full Title of the Plan)
------------------------------
Christopher R. Jennings
Chairman of the Board and Chief Executive Officer
Dauphin Deposit Corporation
213 Market Street
Harrisburg, Pennsylvania 17101
(717) 255-2121
(Name, Address and Telephone Number of Agent for Service)
------------------------------
Copy to:
Charles J. Ferry, Esquire
Rhoads & Sinon
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- ---------------------------- -------------- ----------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $5
per share (2)............. 150,000 shares $28.69 $ 4,303,500.00 $ 1,483.97
===================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of the average of the
high and low sales prices presented in the consolidated reporting system on
April 10, 1996.
(2) This Registration Statement also applies to Common Stock Purchase
Rights under the Registrant's Shareholder Rights Plan, one of which is attached
to and trades with each share of Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed by Dauphin Deposit Corporation
("Dauphin") with the Securities and Exchange Commission ("SEC") and are
incorporated herein by reference:
(a) Dauphin's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end
of Dauphin's fiscal year ended December 31, 1995; and
(c) The description of the Dauphin Common Stock Purchase Rights
contained in a registration statement filed under the Exchange Act
on Form 8-A, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by Dauphin 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.
-------------------------
Each share of Dauphin common stock, par value $5.00 per share ("Dauphin
Common Stock"), is entitled to one vote on all matters. The Dauphin Common
Stock is not redeemable and has no preemptive, exchange or conversion rights.
Holders of Dauphin Common Stock are entitled to dividends when and if declared
by the Dauphin Board of Directors out of funds legally available therefore.
Shares of Dauphin Common Stock issued under this Registration Statement will be,
when issued, fully paid and non-assessable shares. In the event of dissolution
and winding up of the affairs of Dauphin, holders of Dauphin Common Stock would
be entitled to receive pro rata any assets of Dauphin remaining after all
requisite payments have been made to holders of any preferred stock of Dauphin
then outstanding and to creditors.
<PAGE>
Subject to Dauphin's Articles of Incorporation and applicable law,
Dauphin's By-Laws provide that a majority of votes cast shall decide every
question or matter submitted to the shareholders unless otherwise required by
law. Pursuant to the Dauphin Articles of Incorporation, certain mergers and
other business combinations with shareholders beneficially owning 10% or more of
Dauphin Common Stock or their affiliates require, in addition to any affirmative
vote required by law, the affirmative vote of 66 2/3% of the shares of capital
stock of Dauphin entitled to vote thereon, unless the business combination is
approved by a majority of continuing directors and otherwise satisfies the
requirements for approval set forth in Dauphin's Articles of Incorporation.
Dauphin's Articles of Incorporation provide that amendment by shareholders of
Dauphin's By-Laws requires the affirmative vote of holders of 66 2/3% of the
shares of Dauphin's capital stock issued, outstanding and entitled to vote.
Dauphin's Articles of Incorporation provide that a director may be removed from
office as a director without cause by the vote of shareholders only upon a vote
of shareholders entitled to cast at least 66 2/3% of the vote which all
shareholders would be entitled to cast at an annual election of directors.
Dauphin is authorized to issue shares of preferred stock, $25.00 par value
per share, of which no shares are issued and outstanding as of the date hereof.
The Board of Directors has the power, without further shareholder approval, to
issue the authorized preferred stock in series and to determine the voting
powers, if any, dividend rates, conversion or redemption prices, designations,
rights, preferences and limitations of the shares in each series. The Board of
Directors will determine these matters with respect to the preferred shares only
when they are issued.
Dauphin adopted a Shareholder Rights Plan on January 22, 1990 (the "Dauphin
Rights Plan") and declared a dividend of one common share purchase right (the
"Right") on each outstanding share of Dauphin Common Stock for shareholders of
record on February 8, 1990. The Rights will expire on the earlier of January
22, 2000 or the date the Rights are redeemed. A Right will be issued with all
shares of Dauphin Common Stock issued after February 8, 1990 but prior to the
earlier of the Distribution Date or the Expiration Date (as such terms are
defined in the Dauphin Rights Plan). As of the date hereof, neither a
Distribution Date nor an Expiration Date has occurred. The Rights are not
exercisable until a Distribution Date occurs, which is defined in the Dauphin
Rights Plan to occur upon the earlier of (i) fifteen (15) business days
following public announcement that a person or group has acquired beneficial
ownership of 18% or more of Dauphin Common Stock or (ii) fifteen (15) business
days following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning 18% or more of Dauphin Common
Stock. Upon a person becoming the beneficial owner of 18% or more of the
Dauphin Common Stock and the Rights becoming exercisable, the Dauphin Rights
Plan provides, among other things, that each holder of a Right will thereafter
have the right to receive, upon exercise, Dauphin Common Stock having a value
equal to two (2) times the exercise price of the Right. Until a Distribution
Date occurs, all Rights will be evidenced by the certificates for Dauphin Common
Stock and will be transferred only with such certificates. In general, Dauphin
may redeem the Rights in whole, but not in part, at a price of $.001 per Right,
at any time until 15 business days following the date a person or group acquires
beneficial ownership of 18% or more of the outstanding Dauphin Common Stock.
The Dauphin Rights Plan may be amended from time to time by Dauphin's Board of
Directors without approval of Dauphin shareholders. This description of the
Rights is not intended to be complete and is qualified in its entirety by the
description of the Rights contained in Dauphin's Registration
- 2 -
<PAGE>
Statement on Form 8-A with respect to the Rights. See "INCORPORATION OF
DOCUMENTS BY REFERENCE."
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), provides that a business corporation may indemnify
directors and officers against liabilities they may incur in such capacities
provided certain standards are met, including good faith and the belief that the
particular action is in the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable to the corporation unless
and only to the extent a court determines that the person is fairly and
reasonably entitled to indemnification. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. Section 1746 of the BCL provides that
the foregoing provisions shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under, among other
things, any by-law provision, provided that no indemnification may 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. Section 1747 of the BCL authorizes a corporation to purchase
insurance for directors and other representatives. The foregoing statement is
subject to the detailed provisions of Section 1741-1750 of the BCL.
The By-Laws of Dauphin provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
law and authorize the purchase of insurance for directors and officers against
liability incurred in such capacities. Dauphin has purchased directors' and
officers' liability insurance covering certain liabilities which may be incurred
by the officers and directors of Dauphin in connection with the performance of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
--------
4 Dauphin Deposit Corporation 1996 Non-Employee Directors' Stock Plan
filed by Dauphin with the SEC as Exhibit 10(e) to Dauphin's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995
(Commission File Number 0-8415) is incorporated herein by reference.
5 Opinion of Rhoads & Sinon
- 3 -
<PAGE>
23.1 Consent of Rhoads & Sinon (included as part of Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included as part of signature page)
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
the foregoing paragraph is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
- 4 -
<PAGE>
C. Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
- 5 -
<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 Harrisburg, Commonwealth of Pennsylvania, on April
15, 1996.
DAUPHIN DEPOSIT CORPORATION
(Registrant)
By: /s/ Christopher R. Jennings
-----------------------------------------
Christopher R. Jennings, Chairman
of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher R. Jennings, Robert L. Fryer, Jr.,
Dennis L. Dinger and George W. King, 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.
Signature Title Date
--------- ----- ----
/s/ Christopher R. Jennings Chairman of the Board, April 15, 1996
- ---------------------------- Chief Executive Officer
Christopher R. Jennings and Director
/s/ Dennis L. Dinger Senior Executive Vice President April 15, 1996
- ---------------------------- and Chief Fiscal and Adminis-
Dennis L. Dinger trative Officer (and principal
accounting officer)
- 6 -
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert L. Fryer, Jr. President and April 15, 1996
- ---------------------------- Chief Operating Officer
Robert L. Fryer, Jr. and Director
/s/ J. Edward Beck, Jr. Director April 15, 1996
- ----------------------------
J. Edward Beck, Jr.
/s/ John R. Buchart Director April 15, 1996
- ----------------------------
John R. Buchart
/s/ James O. Green Director April 15, 1996
- ----------------------------
James O. Green
/s/ Derek C. Hathaway Director April 15, 1996
- ----------------------------
Derek C. Hathaway
/s/ Alfred G. Hemmerich Director April 15, 1996
- ----------------------------
Alfred G. Hemmerich
Director April 15, 1996
- ----------------------------
Lee H. Javitch
/s/ Richard E. Jordan, II Director April 15, 1996
- ----------------------------
Richard E. Jordan, II
/s/ William J. King Director April 15, 1996
- ----------------------------
William J. King
/s/ William T. Kirchhoff Director April 15, 1996
- ----------------------------
William T. Kirchhoff
/s/ Lawrence J. LaMaina, Jr. Director April 15, 1996
- ----------------------------
Lawrence J. LaMaina, Jr.
- 7 -
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Andrew Maier, II Director April 15, 1996
- ----------------------------
Andrew Maier, II
/s/ Robert F. Nation Director April 15, 1996
- ----------------------------
Robert F. Nation
/s/ Elmer E. Naugle Director April 15, 1996
- ----------------------------
Elmer E. Naugle
/s/ Walter F. Raab Director April 15, 1996
- ----------------------------
Walter F. Raab
/s/ Jean D. Seibert Director April 15, 1996
- ----------------------------
Jean D. Seibert
/s/ R. Champlin Sheridan, Jr. Director April 15, 1996
- ----------------------------
R. Champlin Sheridan, Jr.
/s/ L. Andrew Zausner Director April 15, 1996
- ----------------------------
L. Andrew Zausner
- 8 -
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequential
Exhibit No. Exhibit Page Number
- ----------- ------- -----------
4 Dauphin Deposit Corporation 1996 Non-
Employee Directors' Stock Plan filed by
Dauphin with the SEC as Exhibit 10(e) to
Dauphin's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995
(Commission File Number 0-8415) is
incorporated herein by reference.
5 Opinion of Rhoads & Sinon
23.1 Consent of Rhoads & Sinon (included
as part of Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included as part
of Signature Page)
<PAGE>
EXHIBIT 5
<PAGE>
[LETTERHEAD OF RHOADS & SINON]
(717) 231-6631
EXHIBIT 5 6000/562
---------
April 15, 1996
Opinion and Consent of Messrs. Rhoads & Sinon
---------------------------------------------
Re: Dauphin Deposit Corporation -
Registration Statement on Form S-8
for Dauphin Deposit Corporation
1996 Non-Employee Directors' Stock Plan
---------------------------------------------
Dauphin Deposit Corporation
213 Market Street
Harrisburg, PA 17101
Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission regarding the registration of
150,000 shares of common stock, par value $5.00 per share, of Dauphin Deposit
Corporation (the "Corporation") for issuance pursuant to the above referenced
benefit plan.
We have examined the records related to the organization of the
Corporation, its Articles of Incorporation, By-Laws and all amendments thereto,
and the records of proceedings of its stockholders and directors.
Based upon the foregoing, and upon the examination of such other
documents as we have deemed necessary to express the opinions hereinafter set
forth, we are of the opinion that:
(1) The Corporation is a corporation duly organized and in good
standing under the laws of the Commonwealth of Pennsylvania; and
<PAGE>
RHOADS & SINON
April 15, 1996
Page Two
(2) The securities to be registered will, when issued, be legally
issued and outstanding stock of the Corporation, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
said Registration Statement and to all references to us therein.
In giving such consent, we do not thereby admit that we are experts
within the meaning of Section 7 of the Securities Act of 1933.
Very truly yours,
RHOADS & SINON
By: /s/ Charles J. Ferry
Charles J. Ferry
<PAGE>
EXHIBIT 23.2
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
Independent Auditors' Consent
The Board of Directors
Dauphin Deposit Corporation
We consent to the use of our report incorporated herein by reference in the
registration statement.
Our report refers to a change in the Corporation's accounting for mortgage
servicing rights.
/s/ KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
April 16, 1996
