<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1996
Registration No. 2-73258
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 2
TO
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 Employee Stock Purchase 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)............. 1,660,000 shares $28.69 $47,625,400.00 $16,422.55
==================================================================================================
</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>
THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 AND AMENDMENT NO. 1
THERETO, REGISTRATION NO. 2-73258, ARE INCORPORATED HEREIN BY REFERENCE.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
4 Dauphin Deposit Employee Stock Purchase Plan.
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)/*/
- - - - ------------------------
/*/Previously filed.
<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 Amendment No. 2 to
the 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
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
* Senior Executive Vice President April 15, 1996
- - - - ---------------------------- and Chief Fiscal and Adminis-
Dennis L. Dinger trative Officer (and principal
accounting officer)
/s/ Robert L. Fryer, Jr. President and April 15, 1996
- - - - ---------------------------- Chief Operating Officer
Robert L. Fryer, Jr. and Director
Director
- - - - ----------------------------
J. Edward Beck, Jr.
Director
- - - - ----------------------------
John R. Buchart
* Director April 15, 1996
- - - - ----------------------------
James O. Green
<PAGE>
Signature Title Date
--------- ----- ----
Director
- - - - ----------------------------
Derek C. Hathaway
* Director April 15, 1996
- - - - ----------------------------
Alfred G. Hemmerich
Director
- - - - ----------------------------
Lee H. Javitch
Director
- - - - ----------------------------
Richard E. Jordan, II
* Director April 15, 1996
- - - - ----------------------------
William J. King
* Director April 15, 1996
- - - - ----------------------------
William T. Kirchhoff
* Director April 15, 1996
- - - - ----------------------------
Lawrence J. LaMaina, Jr.
Director
- - - - ----------------------------
Andrew Maier, II
* Director April 15, 1996
- - - - ----------------------------
Robert F. Nation
* Director April 15, 1996
- - - - ----------------------------
Elmer E. Naugle
* Director April 15, 1996
- - - - ----------------------------
Walter F. Raab
<PAGE>
Signature Title Date
--------- ----- ----
Director
- - - - ----------------------------
Jean D. Seibert
* Director April 15, 1996
- - - - ----------------------------
R. Champlin Sheridan, Jr.
Director
- - - - ----------------------------
L. Andrew Zausner
* Signed by Christopher R. Jennings as Attorney-in-Fact
/s/ Christopher R. Jennings April 15, 1996
- - - - -----------------------------------
Christopher R. Jennings
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequential
Exhibit No. Exhibit Page Number
- - - - ----------- ------- -----------
4 Dauphin Deposit Employee Stock Purchase Plan
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)/**/
- - - - ----------------------------
/**/Previously filed.
<PAGE>
EXHIBIT 4
<PAGE>
EXHIBIT 4
DAUPHIN DEPOSIT
EMPLOYEE STOCK PURCHASE PLAN
(As Amended Through April 15, 1996)
1. Purpose. The purpose of the Dauphin Deposit Employee Stock
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Purchase Plan (hereinafter called the "Plan") is to provide employees of Dauphin
Deposit Corporation (hereinafter called the "Company") and its subsidiary
companies with an opportunity to acquire a proprietary interest in the Company
through the purchase of stock of the Company. It is the intention of the
Company to have the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1954, as amended. The provisions of
the Plan shall, accordingly, be constructed so as to extend and limit
participation in a manner consistent with the requirements of that Section of
the Code.
2. Definitions.
-----------
(a) "Compensation" shall mean either: (1) an employee's basic
salary and wages if basic salary and wages constitute an employee's regular form
of earnings, or (2) commissions, if commissions constitute an employee's regular
form of earnings. Compensation shall not include payments for overtime, shift
premium, incentive compensation, bonuses and other special payments except to
the extent that the inclusion of any such item is specifically approved by the
Committee.
(b) "Employee" means any person, including an officer, who is
customarily employed for more than 20 hours per week and more than five months
in a calendar year by (1) the Company or (2) any subsidiary company all of whose
voting shares are owned directly or indirectly by the Company.
3. Eligibility.
-----------
(a) Any employee as defined in Paragraph 2 who shall have
completed six (6) months of employment and shall be employed by the Company on
the date his participation in the Plan is to become effective shall be eligible
to participate in the Plan, subject to the limitations imposed by Section 423(b)
of the Internal Revenue Code of 1986, as amended. Any employee, as defined in
Paragraph 2, who was an employee of FB&T Corporation or any of its subsidiary
companies prior to the date he became an employee of the Company or any
subsidiary company shall have his/her employment with FB&T Corporation or any of
its subsidiary companies counted for purposes of determining eligibility to
participate under this Paragraph 3.
- 1 -
<PAGE>
(b) Any provision of the Plan to the contrary not withstanding, no
employee shall be granted an option:
(1) If, immediately after the grant, such employee would own
shares, and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of shares of the
Company or of any subsidiary of the Company; or
(2) Which permits his rights to purchase shares under all
employee stock purchase plans of the Company and its subsidiaries to accrue at a
rate which exceeds $25,000 determined by the fair market value of the shares
(determined at the time such option is granted) for each calendar year in which
such stock option is outstanding at any time.
4. Offering Dates. The Plan will be implemented by means of yearly
--------------
offerings which shall continue until the number of shares authorized under this
Plan have been issued or until terminated pursuant to Paragraph 18 hereof. The
initial offering shall commence on September 1, 1981 and end on June 30, 1982.
September 1, 1981 shall be the "offering date" and June 30, 1982 shall be the
"exercise date" for the initial offering. Subsequent offerings shall commence
on a July 1 and end on the following June 30. Each such July 1 shall be an
"offering date" and each such June 30 shall be an "exercise date" for each
subsequent offering. Participation in any offering under the Plan shall neither
limit, nor require, participation in any other offering except that no employee
may have more than one authorization for a payroll deduction under the Plan in
effect simultaneously. The Administrative Committee may, in its sole
discretion, establish a supplemental "offering date" during an offering to
employees who satisfy the eligibility requirements of Paragraph 3(a) subsequent
to a July 1 offering date.
5. Participation.
-------------
(a) An eligible employee may become a participant in an offering
by completing an authorization for a payroll deduction on the form provided by
the Company and by completing a form to open a Stock Purchase Statement Savings
Account at the banking subsidiary of the Company on the form provided by the
Company (hereinafter called the participant's "Account") and by filing both
forms with his payroll office prior to the applicable offering date. Such
authorization shall become effective on the applicable offering date.
(b) Payroll deductions for a participant shall commence on the
date when his authorization for a payroll deduction becomes effective and shall
end on the termination date of the
- 2 -
<PAGE>
offering to which such authorization is applicable unless sooner terminated by
the participant as provided in Paragraph 10.
6. Payroll Deductions.
------------------
(a) At the time a participant files his authorization for payroll
deduction, he shall elect to have deductions made from his compensation on each
payday during the time he is a participant in an offering at the rate of 2, 3,
4, 5, 6, 7, 8, 9 or 10% of the compensation which he is entitled to receive on
such payday.
(b) All payroll deductions made for a participant shall be
deposited in his Account under the Plan.
(c) A participant may discontinue his participation in the Plan as
provided in Paragraph 10 and may elect to exercise his option to purchase for a
specified number of shares less than the number to which he is entitled to
purchase, as provided in Paragraph 8(b), but no other change can be made during
an offering and, specifically, a participant may not alter the rate of his
payroll deductions for that offering.
7. Granting of Option.
------------------
(a) On the date when a participant's authorization for a payroll
deduction becomes effective, he shall be granted an option for as many full
shares as he will be able to purchase with the aggregate sum of the payroll
deductions deposited in his Account during his participation in that offering.
(b) The option price per share for shares purchased with payroll
deductions made during an offering shall be established with respect to each
offering by resolution of the Committee established under Paragraph 13 hereof,
at least thirty (30) days prior to each offering date.
Said option price per share shall be established by the
Committee's designation of percentages within the following ranges so that the
option price per share shall be the lower of:
(1) Not less than 85% nor more than 100% of the average of the
actual high and low sales prices of the stock quoted by the National Association
of Securities Dealers, Inc. on the offering date or the first trading date
before the offering date if the offering date is not a trading date; or
(2) Not less than 85% nor more than 100% of the average of the
actual high and low sales prices of the stock
- 3 -
<PAGE>
quoted by the National Association of Securities Dealers, Inc. on the exercise
date or the first trading date before the exercise date if the exercise date is
not a trading date.
8. Exercise of Option.
------------------
(a) Unless a participant gives written notice to the Company as
hereinafter provided, his option for the purchase of shares with payroll
deductions made during an offering will be exercised automatically for him on
the exercise date of such offering, for the purchase of the number of full
shares which the balance in his Account at that time will purchase at the
applicable option price; provided, however, that in no event may the option to
purchase shares be exercised to purchase more than the full number of shares
which the aggregate sum of the payroll deductions deposited in his Account
during the offering would purchase at the applicable option price.
(b) By written notice to the Company at least thirty (30) days
prior to an exercise date of an offering a participant may elect, effective at
such exercise date of the offering, to exercise his option for a specified
number of full shares less than the number of full shares which the participant
is eligible to purchase as defined in Paragraph 8(a).
9. Delivery. As promptly as practicable after the termination of
--------
each offering, the Company will deliver to each participant, as appropriate, the
shares purchased upon the exercise of his option.
10. Withdrawal.
----------
(a) A participant may terminate his participation in an offering
at any time by giving written notice to the Company, in which event, no further
payroll deductions will be made from his pay except in accordance with an
authorization for a new payroll deduction filed in accordance with Paragraph 5.
(b) A participant's withdrawal from participation in the Plan will
not have any effect upon his eligibility to participate in a succeeding offering
or in any similar plan which may hereafter be adopted by the Company.
(c) Upon termination of the participant's employment during an
offering period by reason of retirement or death, the participant, or in the
case of death, the personal representative of the participant, shall be entitled
to purchase shares at the end of the offering period. Upon termination of the
participant's employment during an offering period for any reason other than
retirement or death, the participant's participation in
- 4 -
<PAGE>
the Plan shall automatically terminate, the participant shall not be entitled to
purchase any shares at the end of the offering period and the payroll deductions
deposited in the participant's Account will be returned to him or her.
(d) Unless a participant gives written notice to the Company prior
to the end of an offering period, the participant shall automatically become a
participant in the next successive offering; provided, however, that the
participant may change the rate of his payroll deduction for the successive
offering by filing a new authorization form with his payroll office prior to the
offering date of the successive offering.
11. Interest. A participant's Stock Purchase Statement Savings Account
--------
shall be credited with interest computed at the regular Statement Savings
Account rate established by the banking subsidiary of the Company.
12. Stock.
-----
(a) The shares to be sold to participants under the Plan may, at
the election of the Company, be either treasury shares or shares originally
issued for such purpose. The maximum number of shares which shall be made
available for sale under the Plan during offerings under the Plan shall be
2,500,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Paragraph 17. If the total number of shares for which
options are to be granted on any date in accordance with Paragraph 7 exceeds the
number of shares then available under the Plan (after deduction of all shares
for which options have been exercised or are then outstanding), the Committee
shall make a pro rata allocation of the shares remaining available in as nearly
a uniform manner as shall be practicable and as it shall determine to be
equitable. In such event, the payroll deductions to be made pursuant to the
authorizations therefor shall be reduced accordingly and the Company shall give
written notice of such reduction to each employee affected thereby.
(b) The participant will have no interest in shares covered by his
option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs, by
written notice to the Company prior to the exercise date of the pertinent
offering, in the names of the participant and one such other person as may be
designated by the participant, as joint tenants with rights of survivorship, to
the extent permitted by applicable law.
- 5 -
<PAGE>
13. Administration. The Plan shall be administered by a Committee
--------------
consisting of not less than three members who shall be appointed by the Board of
Directors of the Company. Members of the Committee shall be directors who are
not eligible for participation in the Plan. The Committee shall be vested with
full authority to make, administer and interpret such rules and regulations as
it deems necessary to administer the Plan, and any determination, decision or
action of the Committee in connection with the construction, interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all participants and any and all persons claiming under or through any
participant.
14. Designation of Beneficiary. A participant may file a written
--------------------------
designation of a beneficiary. Such designation of beneficiary may be changed by
the participant at any time by written notice. In the event of the
participant's death prior to the delivery to him of shares purchased pursuant to
an offering, the Company will deliver such shares to the joint tenant if the
participant has designated a joint tenant as provided in Paragraph 12(c), and
will deliver any cash to which the participant is entitled to receive to the
designed beneficiary. If there is no such joint tenant, the Company will
deliver such purchased shares and any cash to which the participant is entitled
to receive to the designated beneficiary upon receipt by the Company of proof of
the identity and existence at the participant's death of a beneficiary validly
designated by him under the Plan. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant's death, the Company shall deliver such
shares and cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company) the Company, in its discretion, may deliver such
shares and cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the Company
then to such other person as the Company may designate. No designated
beneficiary shall prior to the death of the participant by whom he has been
designated, acquire any interest in the shares or cash credited to the
participant under the Plan.
15. Transferability. In no event may any rights with regard to the
---------------
exercise of an option or to receive shares under the Plan be assigned,
transferred, pledged or otherwise disposed of in any way by the participant.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw from the Plan in accordance with Paragraph 10.
16. Accounts. No payroll deductions received, held or made by the
--------
Company under this Plan may be used by the Company for
- 6 -
<PAGE>
any corporate purpose. The Company shall deposit each participant's payroll
deductions in an individual Stock Purchase Statement Savings Account maintained
at the banking subsidiary of the Company. The participant may deposit and
withdraw sums at any time from his Account, except that the participant is
entitled to purchase only the number of full shares which the aggregate sum of
payroll deductions deposited in his Account during the offering period would
purchase as provided in Paragraph 8(a).
17. Changes in Capitalization. If any option under this Plan is
-------------------------
exercised subsequent to any stock dividend, split-up, spin-off,
recapitalization, merger, consolidation, exchange of shares, or the like,
occurring after such option was granted, as a result of which shares of any
class shall be issued in respect of the outstanding shares, or shares shall be
changed into the same or a different number of the same or another class or
classes, the number of shares to which such option shall be applicable and the
option price for such shares shall be appropriately adjusted by the Company.
18. Amendment or Termination. The Board of Directors of the Company
------------------------
may at any time terminate or amend the Plan. No such termination can affect
options previously granted, nor may an amendment make any change in any option
theretofore granted which would adversely affect the rights of any participant
nor may an amendment be made without prior approval of the shareholders of the
Company if such amendment would:
(a) Require the sale of more shares than are authorized under
Paragraph 12 of the Plan; or
(b) Permit payroll deductions at a rate in excess of 10% of a
participant's base pay.
19. Notices. All notices or other communications by a participant to
-------
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by the Treasurer of the Company or when received in the
form specified by the Company at the location, or by the person, designed by the
Company for receipt thereof.
20. Gender. All reference herein to the masculine gender shall be
------
deemed to include the feminine.
- 7 -
<PAGE>
EXHIBIT 5
<PAGE>
[LETTERHEAD OF RHOADS & SINON APPEARS HERE]
(717) 231-6631
EXHIBIT 5 6000/549
---------
April 15, 1996
Opinion and Consent of Messrs. Rhoads & Sinon
---------------------------------------------
Re: Dauphin Deposit Corporation -
Registration Statement on Form S-8
for Dauphin Deposit Employee Stock Purchase Plan
-----------------------------------------------------
Dauphin Deposit Corporation
213 Market Street
Harrisburg, PA 17101
Gentlemen:
Reference is made to Amendment No. 2 to your Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission regarding the
registration of 1,660,000 additional 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
(2) The securities to be registered under the Registration Statement,
as amended by Amendment No. 1 and Amendment
<PAGE>
RHOADS & SINON
April 15, 1996
Page Two
No. 2, 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 Amendment No. 2 to the 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
