As filed with the Securities and Exchange Commission on March 26, 1996.
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------
FINANCIAL TRUST CORP
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2229155
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1415 Ritner Highway
Carlisle, Pennsylvania 17013-9395
(Address, including zip code,
of registrant's principal executive offices)
FINANCIAL TRUST CORP
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF 1994
Lauren L. Shutt, Secretary
Financial Trust Corp
1415 Ritner Highway
Carlisle, Pennsylvania 17013-9395
717-243-8003
(address of principal executive office)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share * Offering Price * Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 133,333 shares $30.50 $4,066,657 $1,402
$5.00 par value
* Estimated solely for the purpose of determining the registration fee. Based
upon the average of the high and low prices of the Common Stock as reported
by NASDAQ on March 20, 1996.
===================================================================================================
</TABLE>
<PAGE>
PART I
PROSPECTUS
In accordance with the introductory Note to Part I of Form S-8, the
material constituting the Prospectus is not filed as a part of this
Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Securities Exchange Commission (the
"Commission") by Financial Trust Corp (the "Company" or the "Registrant") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) The Company's definitive proxy statement filed pursuant to Section 14
of the 1934 Act in connection with the latest annual meeting of its
shareholders;
(c) Description of the Company's Common Stock contained in Registration
Statement on Form S-4A filed on June 19, 1995.
All documents filed hereafter by the Company pursuant to Sections 13 (a),
13 (c), 14 and 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 shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities
See Item 3 for description of Common Stock.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Section 1741 of the Pennsylvania Business Corporation law and Section 14.1
of the Registrant's Bylaws provide that the corporation shall (subject to the
provisions described in the second succeeding paragraph) have the power 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 (other than an action by or in
the right of the corporation), by reason of the fact that such person is or was
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
<PAGE>
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a pleas of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in good faith and in a manner which he reasonable believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 1742 of the Pennsylvania Business Corporation Law and Section 14.2
of the Registrant's Bylaws provide that the corporation shall (subject to the
provisions described in the next succeeding paragraph) have the power 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court of common pleas of
the county in which the registered office of the corporation is located or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court of common pleas or such other court shall
deem proper.
Section 1744 of the Pennsylvania Business Corporation Law and Section 14.4
of the Registrant's Bylaws provide that any such indemnification (unless ordered
by court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding; or
(2) If such quorum is not obtainable, or, even if obtainable a
majority vote of a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or;
(3) By the shareholders.
Notwithstanding the above, Section 1743 and Section 14.3 of the Bylaws
provide that to the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
<PAGE>
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 1745 and Section 14.5 of the Bylaws further provide that expenses
incurred in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified.
Section 1746 and Section 14.6 of the Bylaws provide that the
indemnification provided shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any other bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and insure to the benefit of
his heirs, executors and administrators.
Article 12 of the Articles of Incorporation of the Registrant provides that
the corporation shall, to the fullest extent permitted by applicable law,
indemnify any and all persons whom it shall have power to indemnify from and
against any and all expenses, liabilities, or other matters for which
indemnification is permitted by applicable law, which indemnification shall not
be deemed exclusive of any other right to which any indemnitee may be entitled.
Section 1747 of the Pennsylvania Business Corporation Law and Section 14.7
of the Bylaws permit a Pennsylvania business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify the director, officer, employee or agent against such liability under
relevant provisions of the Pennsylvania Business Corporation Law. Section 1747
declares such insurance to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 13.1 of the Registrant's Bylaws provides that a person serving as a
director of the corporation shall not be personally liable for monetary damages
for any action taken, or for any failure to take any action, as a director,
unless (1) the director has breached or failed to perform the duties of his
office under Section 8363 of Title 42 (Judiciary and Judicial Procedure) of the
Pennsylvania Consolidated Statutes (now replaced and superseded by Section 1715
of the Pennsylvania Business Corporation Law), and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. However,
such Bylaw does not apply to the responsibility or liability of a director for
the payment of taxes pursuant to local, state or federal law.
The Registrant maintains directors' and officers' liability insurance with
respect to liabilities, including liabilities under the Securities Act of 1933,
which they may incur in connection with their serving as such.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 - Financial Trust Corp Non-Employee Director Stock Option Plan of
1994 (filed herewith).
4.2 - Articles of Incorporation of the Registrant, as amended
(incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1987).
4.3 - Bylaws of the Registrant (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987).
5.1 - Opinion of McNees, Wallace & Nurick with respect to the
legality of the Registrant's Common Stock being registered
(filed herewith).
24.1 - Consent of Ernst & Young LLP, independent auditors (filed
herewith).
24.2 - Consent of McNees, Wallace & Nurick (included in Exhibit 5.1).
25.1 - Powers of Attorney of directors and officers of the Registrant
(included on signature page).
<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;
(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 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 purpose 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.
(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 of
such securities 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 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.
<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 Carlisle, Pennsylvania, on March 26, 1996.
FINANCIAL TRUST CORP
(Registrant)
By /s/ Ray L. Wolfe
------------------------------------
Ray L. Wolfe, CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ray L. Wolfe and Bradley S. Everly and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including any 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 or she 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.
<PAGE>
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ray L. Wolfe Chairman of the Board and CEO March 18, 1996
- --------------------------- --------------
Ray L. Wolfe
/s/ Bradley S. Everly Senior Vice President and CFO March 22, 1996
- --------------------------- --------------
Bradley S. Everly
/s/ Lynn S. Baker Director March 22, 1996
- --------------------------- --------------
Lynn S. Baker
/s/ Thomas E. Beck Director March 22, 1996
- --------------------------- --------------
Thomas E. Beck
/s/ Harold L. Brake Director March 22, 1996
- --------------------------- --------------
Harold L. Brake
Director
- --------------------------- --------------
Robert W. Brown
/s/ George P. Buckey Director March 22, 1996
- --------------------------- --------------
George P. Buckey
/s/ Thomas G. Burkey Director March 18, 1996
- --------------------------- --------------
Thomas G. Burkey
/s/ James E. Byron Director March 22, 1996
- --------------------------- --------------
James E. Byron
/s/ Dennis C. Caverly Director March 22, 1996
- --------------------------- --------------
Dennis C. Caverly
/s/ George F. Henneberger Director March 22, 1996
- --------------------------- --------------
George F. Henneberger
/s/ Webb S. Hersperger, M.D. Director March 22, 1996
- --------------------------- --------------
Webb S. Hersperger, M.D.
/s/ Allan W. Holman, Jr., Esq. Director March 22, 1996
- --------------------------- --------------
Allan W. Holman, Jr., Esq.
/s/ William H. Kiick Director March 22, 1996
- --------------------------- --------------
William H. Kiick
/s/ Richard G. King Director March 22, 1996
- --------------------------- --------------
Richard G. King
/s/ M.L. Patterson, Jr. Director March 22, 1996
- --------------------------- --------------
M.L. Patterson, Jr.
/s/ Thomas H. Shank Director March 22, 1996
- --------------------------- --------------
Thomas H. Shank
Director
- --------------------------- --------------
William F. Shull
/s/ Paul L. Strickler Director March 22, 1996
- --------------------------- --------------
Paul L. Strickler
/s/ Jack K. Sunday Director March 22, 1996
- --------------------------- --------------
Jack K. Sunday
/s/ Mary Ann Warrell Director March 22, 1996
- --------------------------- --------------
Mary Ann Warrell
/s/ Peter C. Zimmerman President and COO March 22, 1996
- --------------------------- --------------
Peter C. Zimmerman
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
----------- ----
4.1 - Financial Trust Corp Non-Employee
Director Stock Option Plan of 1994
(filed herewith).
4.2 - Articles of Incorporation of the Registrant,
as amended (incorporated by reference to the
registrant's Annual Report on Form 10-K for
the year ended December 31, 1987).
4.3 - By-laws of the Registrant (incorporated by
reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1987).
5.1 - Opinion of McNees, Wallace & Nurick with
respect to the legality of the Registrant's
Common Stock being registered (filed herewith).
24.1 - Consent of Ernst & Young LLP, independent auditors
(filed herewith).
24.2 - Consent of McNees, Wallace & Nurick (included
in Exhibit 5.1).
25.1 - Powers of Attorney of directors and officers of
the registrant (included on signature page).
<PAGE>
FINANCIAL TRUST CORP
NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN OF 1994
EXHIBIT 4.1
<PAGE>
FINANCIAL TRUST CORP
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OF 1994
SECTION I
DEFINITIONS
1.1. "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor statute thereto.
1.2. "Corporation" shall mean Financial Trust Corp.
1.3. "ERISA" shall mean the Employee Retirement Income Security
Act, as amended, and any successor statute thereto.
1.4. "Non-Employee Director" shall mean a member of the
Corporation's Board of Directors who is not an employee of the
Corporation or any of its Subsidiaries.
1.5. "Permanently Disabled" shall mean the physical or mental
condition of an optionee which renders him incapable of
continuing his customary duties of employment as determined by
the Committee.
1.6. "Retirement" (or "Retires" or "Retired") shall mean termination of
service on the Board of Directors after the Non-Employee Director has completed
at least six (6) years of service as a member of the Board.
1.7. "Shares" shall mean shares of the Common Stock, $5.00 par
value, of the Corporation.
1.8. "Subsidiary" or "Subsidiaries" shall have the meaning that is
ascribed to those terms in Section 424 (f) of the Code, and the Corporation
shall be deemed to be the grantor corporation for purposes of applying such
meaning.
SECTION II
PURPOSE
2.1. The purpose of the Non-Employee Director Stock Option Plan (the
"Plan") is to provide additional incentive to Non-Employee Directors who make
substantial contributions to the Corporation and its Subsidiaries by their
services. By encouraging them to invest in Shares and thereby to acquire a
proprietary interest in the Corporation, the Corporation intends that the Plan
will facilitate motivating, retaining and securing Non-Employee Directors of
high caliber and potential.
<PAGE>
SECTION III
AVAILABLE SHARES
3.1. A total of 100,000 Shares may be issued pursuant to options granted
under the Plan. Shares subject to options which are unexercised upon termination
of such options shall be available for future options granted under the Plan.
Appropriate adjustments in the number and kind of shares of stock which are
available for the grant of options under this Plan and which may be issued under
this Plan shall be made to give effect to any mergers, consolidations,
acquisitions, stock splits, stock dividends, or other relevant changes in the
capitalization occurring after the effective date of the Plan. Any agreement of
merger or consolidation will include appropriate provisions for protection of
the then existing rights of optionees under the Plan. Either authorized and
unissued Shares or issued Shares heretofore or hereafter reacquired by the
Corporation may be made available for purchase under the Plan.
SECTION IV
CLASS OF EMPLOYEES ELIGIBLE TO RECEIVE OPTIONS
4.1. Only Non-Employee Directors are eligible to receive an option or
options under this Plan.
SECTION V
STOCK OPTIONS
5.1. Options granted pursuant to this Plan shall be nonqualified or
nonstatutory stock options, and not Incentive Stock Options pursuant to the
requirements of Section 422 of the Code.
5.2. Subject to the terms and conditions of this Plan, including
adjustments that may be made in the number of optioned Shares pursuant to 3.1
above, beginning in 1994 each Non-Employee Director shall automatically be
granted an option to purchase five hundred (500) Shares on the day of each
Annual Meeting of Shareholders of the Corporation.
5.3. Subject to the terms and conditions of this Plan, each option
granted under this Plan shall be exercisable according to the following
schedule:
Exercisable Portion Date of
of Option Permitted Exercise
--------- ------------------
20% Immediately upon grant
40% First Anniversary Date
60% Second Anniversary Date
80% Third Anniversary Date
100% Fourth Anniversary Date
Subject to the foregoing, each option may be exercised from time to time until
the earlier of the termination of the option in accordance with this Plan or the
fifth anniversary date of the grant, at which time all unexercised options shall
expire.
5.4. The purchase price of Shares acquired pursuant to an option shall
be 100 percent of the fair market value of the Shares as of the date of the
grant of the option. The fair market value shall be determined and recorded by
the Board of Directors with reference to the mean of the highest and lowest
quoted selling prices published in the Wall Street Journal NASDAQ
over-the-counter listings for the date of grant, if Shares are traded on that
date, or for the first day prior to the date of grant on which Shares are
traded.
5.5. Stock Options shall not be exercisable after the expiration of five
(5) years after the date they are granted.
5.6. Options granted under this Plan may be exercised by giving written
notice to the Corporation accompanied by full payment of the option price for
the total number of Shares being purchased. Such payment may be made in any of
the following forms: (i) cash, which may be evidenced by a check, (ii) the
surrender of certificates representing Shares owned by the optionee, which will
be valued according to their fair market value determined in accordance with the
formula set forth in 5.4 of this Plan, or (iii) any combination of cash and
Shares. Any payment made by the surrender of currently owned Shares shall be by
assignment in form and substance satisfactory to the Secretary of the
Corporation, including guarantees of signature where the same is deemed to be
necessary or desirable. All exercises of options shall be subject to the terms
and conditions of this Plan, including 8.6 relating to compliance with
applicable federal and state securities laws.
5.7. In the event that an optionee retires, dies or becomes permanently
disabled, said optionee or his legal successor shall have the right to exercise
the option until the fifth anniversary date of its grant in accordance with the
Schedule set forth in 5.3 above. In the event of termination of service as a
Director by resignation, by reason of not being re-elected, for cause or for any
other reason not stated in the first sentence of this 5.7, the optionee shall
have the right to exercise the option during the period of time which is the
shorter of (a) a period of thirty (30) days after such termination (but only to
the extent that such option was exercisable at the time of termination or
thereafter would become exercisable during such thirty day period), or (b) the
fifth anniversary date of the grant if such date occurs fewer than thirty (30)
days following termination.
5.8. During his or her lifetime, options under this Plan are exercisable
only by the optionee. Rights and options under this Plan are not assignable or
transferable by an optionee except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of ERISA.
5.9. Notwithstanding anything to the contrary set forth in this Plan,
the three individuals who were serving as members of the Board of Directors at
the time of the 1993 Annual Meeting of Shareholders and who were in the class of
directors whose terms were to expire at the time of the 1994 Annual Meeting, but
who are not standing for re-election at the 1994 Annual Meeting, each shall be
granted an option to purchase five hundred (500) Shares on the day of the 1994
Annual Meeting; and their rights as optionees shall be the same as if each had
Retired after receiving his option at that time.
<PAGE>
SECTION VI
AMENDMENT AND TERMINATION
6.1. The Board of Directors may amend this Plan in any respect
whatsoever; provided, however, that without approval of the Corporation's
shareholders no amendment shall be made that would change the selection or
eligibility of persons to receive options, the number of shares available under
the Plan or for options granted thereunder, or the option exercise price, or
which would otherwise materially increase (within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934) the benefits accruing under this Plan.
Additionally, Plan provisions may not be amended more than once every six
months, other than to comport with changes in the Code or ERISA.
6.2. No termination, modification or amendment of the Plan may, without
the consent of a Non-Employee Director then having an option under the Plan to
purchase stock, adversely affect the rights of such optionee under such option.
6.3. This Plan shall terminate on December 31, 2003 and no options may
be granted pursuant to this Plan thereafter; provided, that the Board of
Directors of the Corporation reserves the right to terminate the Plan at any
time without notice. Termination shall not adversely affect options previously
granted pursuant to the Plan, and the applicable terms of this Plan shall
survive such termination until all outstanding options have been exercised in
full, forfeited or completely expired.
SECTION VII
LIMITATION ON RESALE
7.1. The Shares so purchased shall not be resold by the registered owner
or owners thereof within one (1) year of purchase, except in case of death of
any registered owner. Certificates for Shares issued under this Plan shall bear
an appropriate legend making reference to the applicable restrictions arising
under this 7.1 and also 8.6 hereof.
SECTION VIII
MISCELLANEOUS PROVISIONS
8.1. Subject to the authority and responsibility of the Board of
Directors, a designated Trust Officer of any of the Subsidiaries shall
administer, interpret and apply all provisions of the Plan.
8.2. No member of the Board of Directors shall be liable for any act or
omission (whether or not negligent) taken or omitted in good faith, or for the
exercise of authority or discretion granted in connection with this Plan.
8.3. Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any Non-Employee Director the right to continue as a
Director of the Corporation.
<PAGE>
8.4. The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Non-Employee
Director participating in the Plan, including, without limitation, such
Non-Employee Director's estate and the executors, administrators or trustees
thereof, his heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Non-Employee Director.
8.5. The laws of the Commonwealth of Pennsylvania will govern all
matters relating to this Plan except to the extent superseded by the laws of the
United States.
8.6. Notwithstanding anything to the contrary contained in the Plan,
options shall be exercisable only if the Shares subject to the options are
registered under such federal and state securities laws as the Corporation may
deem necessary, or if exemptions from such registration are deemed to be
available; but in no event shall options be exercisable during any period of
time in which the Corporation deems that exercisability, the offer to sell the
Shares subject to option, or the sale thereof, may violate a federal, state or
securities exchange rule, regulation or law, or may cause the Corporation to be
legally obligated to issue or sell more Shares than the Corporation is legally
entitled to issue or sell. Further, in the absence of registration under federal
and state securities laws as referenced above, each optionee, and each optionee
obtaining Shares upon exercise, may be required by the Corporation to execute
such acknowledgments and agreements as may be deemed necessary or appropriate to
secure compliance with exemptions from registration under federal and state
securities law, which compliance may involve regulation of the manner in which
the Shares may be sold or transferred, and may prohibit the sale of Shares for a
period of time.
SECTION IX
EFFECTIVE DATE
9.1. The Plan shall become effective at the time of the Corporation's
1994 Annual Meeting of Shareholders, provided that the Plan is approved by the
shareholders of the Corporation at that meeting. The Corporation's obligation to
offer, sell and deliver its Shares under this Plan is subject to the approval of
any governmental authority required in connection with the authorized issuance
or sale of such Shares and is further subject to the Corporation receiving,
should it determine to do so, the advice of its counsel that all applicable
securities laws have been complied with.
<PAGE>
OPINION OF MCNEES, WALLACE & NURICK
EXHIBIT 5.1
<PAGE>
MCNEES, WALLACE & NURICK
ATTORNEYS AT LAW
100 PINE STREET
P.O. BOX 1166
HARRISBURG, PA 17108-1166
March 20, 1996
Financial Trust Corp
1415 Ritner Highway
Carlisle, PA 17013-9395
In Re: Financial Trust Corp
Registration Statement on Form S-8
Non-Employee Director Stock Option Plan
Our File: 09928-11
Gentlemen:
In connection with the above referenced Registration Statement on Form
S-8, pertaining to the Financial Trust Corp Non-Employee Director Stock Option
Plan (the "Plan"), we have examined all documents, transactions and questions of
law which we have deemed necessary or appropriate for the purpose of rendering
the following opinion.
Based on such examination, it is our opinion that when the Registration
Statement on Form S-8 shall have become effective under the Securities Act of
1933, any shares of common stock issued or distributed thereunder and pursuant
to the Plan will be duly authorized, validly issued, fully-paid and
non-assessable.
We hereby consent to the reference to us and to this opinion which
appears in the Registration Statement on Form S-8, as well as any amendments or
supplements thereto, and we further consent to the use of this opinion as an
Exhibit to said Registration Statement.
Sincerely,
MCNEES, WALLACE & NURICK
By /S/ W. Jeffry Jamouneau
-------------------------
W. Jeffry Jamouneau
WJJ:jp
CONSENT OF ERNST & YOUNG LLP
EXHIBIT 24.1
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Financial Trust Corp Non-Employee Director Stock Option
Plan of 1994 of our report dated March 1, 1996, with respect to the
consolidated financial statements of Financial Trust Corp incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Harrisburg, Pennsylvania
March 25, 1996
