<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
the Securities Act of 1933
FULTON FINANCIAL CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2195389
------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One Penn Square
P.O. Box 4887
Lancaster, PA 17604
-------------------
(Address of Principal Executive Offices)
Options to purchase common stock of Registrant issued by the Registrant pursuant
to an Agreement and Plan of Merger, dated as of February 23, 2000 and amended as
of May 1, 2000, between the Registrant and Skylands Financial Corporation, upon
conversion of outstanding options to purchase common stock of Skylands issued by
Skylands under its 1991 Non-qualified Stock Option Plan, 1994 Amended and
Restated Incentive Stock Option Plan, 1996 Incentive
Stock Option Plan and 1997 Incentive Stock Option Plan
------------------------------------------------------
(Full title of the plan)
with a copy to:
Rufus A. Fulton, Jr., Chairman, Paul G. Mattaini, Esquire
President and Chief Executive Officer Barley, Snyder, Senft & Cohen, LLC
Fulton Financial Corporation 126 East King Street
One Penn Square, P.O. Box 4887
Lancaster, PA 17602-2893 Lancaster, PA 17604
------------------------
(Name and address of agent for service)
(717) 291-2411
--------------
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered(1)(2) Offering Price Per Aggregate Offering Registration Fee
Share(3) Price(3)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par value $2.50 249,951 10.90 2,724,466 $719.26
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock of Fulton Financial
Corporation registered hereby as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock.
(2) Represents the number of shares of common stock of Fulton Financial reserved
for issuance as a result of the conversion of options to purchase common stock
of Skylands Financial Corporation into options to purchase common stock of
Fulton Financial pursuant to an Agreement and Plan of Merger, dated as of
February 23, 2000 and amended as of May 1, 2000, between Fulton Financial and
Skylands Financial.
(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended. The proposed maximum offering price per share is equal to
the weighted average exercise price for the options, as converted, to purchase
shares of common stock.
This Registration Statement shall become automatically effective upon the date
of filing in accordance with Section 8(a) of the Securities Act and 17 CFR
Section 230.462.
2
<PAGE>
Part II
-------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and Exchange
Commission are incorporated in and made a part of this registration statement by
reference as of their respective dates:
(a) The registrant's Annual Report filed on Form 10-K for the year ended
December 31, 1999.
(b) The registrant's Quarterly Report filed on Form 10-Q for the quarter
ended March 31, 2000.
(c) The description of the registrant's Common Stock in the registrant's
Registration Statement on Form S-4 under the Securities Act of 1933, as amended
(the 1933 Act), which became effective on June 12, 2000.
(d) All documents hereinafter filed by the registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, 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, will be deemed to be incorporated by reference and to be a
part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, 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 of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the common stock is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act
3
<PAGE>
is determined by a court to have constituted recklessness or willful misconduct.
Pennsylvania law also permits the adoption of a bylaw amendment, approved by
shareholders, providing for 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.
The bylaws of Fulton Financial provide for (1) indemnification of
directors, officers, employees and agents of the registrant and its subsidiaries
and (2) the elimination of a director's liability for monetary damages, to the
fullest extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by Fulton Financial.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable because no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in
Item 601 of Regulation S-K):
Number Exhibit
------ -------
4.1 Common Stock Certificate
4.2 Rights Agreement, dated April 27, 1999 by and between Fulton
Financial Corporation and Fulton Bank, incorporated by reference to
Exhibit 4 of Registant's Form 8-K filed May 6, 1999
5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the
securities
23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (this Exhibit is part
of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of attorney (this Exhibit is part of Signature Page)
4
<PAGE>
99.1 1991 Non-qualified Stock Option Plan, incorporated by reference to
Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
99.2 1994 Amended and Restated Incentive Stock Option Plan, incorporated
by reference to Exhibit 10(a) of Skylands Financial Corporation's
Form 10-SB, filed on May 14, 1999
99.3 1996 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10(d) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
99.4 1997 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10(c) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
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;
(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,
represents 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, 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.
5
<PAGE>
(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 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 an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 at that time shall
be deemed to be the initial bona fide offering thereof.
(h) 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 a 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.
6
<PAGE>
Exhibit Index
Number Exhibit
------ -------
4.1 Rights Agreement, dated April 27, 1999 by and between Fulton
Financial Corporation and Fulton Bank, incorporated by reference to
Exhibit 4 of Registant's Form 8-K filed May 6, 1999
5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the
securities
23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (this Exhibit is part
of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of attorney (this Exhibit is part of Signature Page)
99.1 1991 Non-qualified Stock Option Plan, incorporated by reference to
Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
99.2 1994 Amended and Restated Incentive Stock Option Plan, incorporated
by reference to Exhibit 10(a) of Skylands Financial Corporation's
Form 10-SB, filed on May 14, 1999
99.3 1996 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
99.4 1997 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10(c) of Skylands Financial Corporation's Form 10-SB, filed
on May 14, 1999
