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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1428528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22 NORTH SIXTH STREET, INDIANA, PA 15701
(Address of Principal Executive Offices) (Zip Code)
FIRST COMMONWEALTH FINANCIAL CORPORATION - 1995
COMPENSATORY STOCK OPTION PLAN
(Full title of the plan)
22 NORTH SIXTH STREET
Joseph E. O'Dell and David R. Tomb, Jr. INDIANA, PA 15701
(Name and address of agents for service)
(412) 349-7220
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Amount
Proposed maximum of
Title of securities Amount to be maximum offering aggregate offering registration
to be registered registered price per unit price fee
<S> <C> <C> <C> <C>
Call options for Options for 18-3/8 (1) $18,375,000 $6,336.21
shares of the common 1,000,000
stock of registrant shares
($1.00 par value)
</TABLE>
(1) Based upon actual exercise price for the first series of options granted
under the Plan.
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FIRST COMMONWEALTH FINANCIAL
CORPORATION - 1995
COMPENSATORY STOCK OPTION PLAN
INDEX
PART I
Item 1. Plan Information Prospectus
Item 2. Registrant Information and Prospectus
Employee Plan Annual Information
PART II
Item 3. Incorporation of Documents By 2
Reference
Item 4. Description of Securities 2
Item 5. Interests of Named Experts 2
and Counsel
Item 6. Indemnification of Directors 2
and Officers
Item 7. Exemption from Registration 5
Claimed
Item 8. Exhibits 6
Item 9. Undertakings 25
SIGNATURES 26
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PART II
Item 3. Incorporation of Documents by Reference
(a) The Registrant's latest annual report, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended, is hereby
incorporated by reference.
(b) Annual form 10-K and quarterly forms 10-Q as filed by the
Registrant with the Securities and Exchange Commission are hereby
incorporated by reference.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
Indemnification of the directors and officers of the Registrant
derives from two sources, viz.: the Pennsylvania Business Corporation Law
and the By-laws of the Registrant, all as described herein.
Section 1741 of the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania (the "Law") provides that, unless otherwise
modified or restricted in a corporation's by-laws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party to, any contemplated, pending or completed
action or proceeding, whether in law, equity, or criminal, administrative or
investigatory (except for an action or proceeding by, or on behalf of, the
corporation itself), by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation or is or was
serving at the behest of said corporation as a director, officer, employee
or agent of any other domestic, foreign or alien corporation (whether such
other corporation is a business, corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise
against expenses of defense (including fees of counsel), judgments, fines
and/or amounts paid in settlement actually and reasonably incurred by such
person in connection with any such action or preceding. However, the Law
further provides that the corporation may indemnify such person only if he
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of the indemnifying corporation and, with
respect to any criminal or administrative proceeding or investigation, had
no reasonable cause to believe that his conduct was prohibited or unlawful.
However, a plea of guilty or nolo contendere or a judgment of conviction,
order or decree in a civil action, or a finding in an administrative
proceeding or settlement shall not, per se create a presumption that such
person did not act in good faith and in a manner which he reasonably
believed to be in, or in any criminal or administrative proceeding or
investigation, had reasonable cause to believe that his conduct was not
prohibited or unlawful.
2<PAGE>
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Section 1742 of the Law further provides that, unless contrary to
the By-laws of the corporation, a business corporation shall have the power
to indemnify any person who was or is a party, or is threatened to be made a
party, to any contemplated, pending or completed legal action or proceeding
brought by the indemnifying corporation or in its name and on its behalf by
reason of the fact that the indemnitee is or was a director, officer,
employee or agent of the indemnifying corporation or is or was serving at
the behest of said corporation as a director, officer, employee or agent of
any other domestic, foreign or alien corporation (whether such other
corporation is a business corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise,
against expenses of defense (including fees of counsel) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action if, and only if, such indemnitee acted in good
faith and in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the indemnitor corporation. However, the Law
further provides that indemnification shall not be made under this section
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless, and then only to the
extent that, the Court of Common Pleas of the County in which the registered
office of such corporation is located or the trial court in which such
action is brought determines upon application in view of all of the
circumstances, such person is fairly and reasonably entitled to indemnify
for the expenses previously described in this paragraph.
Section 1743 of the Law provides that, to the extent that a
director, officer, employee or agent of the indemnitor corporation has been
successful in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein contained, such person shall,
unless the corporation provides to the contrary in its By-laws, be
indemnified against expenses of defense (including fees of counsel) actually
and reasonably incurred by such person in connection therewith.
Section 1744 of the Law provides that, except as provided in Section
1743 (as described in the previous paragraph), unless ordered by a court of
competent jurisdiction, any indemnification pursuant to Sections 1741 or
1742 of the Law (as summarized above) shall be made by said corporation only
after a determination in each particular case that indemnification is proper
in the circumstances because the indemnitee has met the standard of care for
indemnification described above. Such determination shall be made by the
Board of Directors of such corporation by a majority vote of a quorum
consisting only of those directors who were not parties to the action or
proceeding, or if it is impossible to obtain such a quorum, or if a majority
vote of the quorum consisting only of those directors who were not parties
to the action or proceeding so directs, by a written opinion of independent
legal counsel so appointed; or by a vote of the shareholders of the
corporation.
Section 1745 of the Law provides that expenses of defense (including
fees of counsel) incurred in defending any action or proceeding may be paid
by the indemnitor corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by the director,
officer, employee or agent to repay such amount if it is ultimately
determined that such person is not entitled to be indemnified by the
corporation.
Section 1746 of the Law provides that the indemnification and
advancement of expenses provided by the relevant sections of the Business
Corporation Law of 1988 shall not be deemed exclusive or any other rights
which an indemnitee may be entitled pursuant to any By-law, agreement, vote
of shareholders or directors who were not parties to the action or
proceeding,
3<PAGE>
<PAGE>
both as to any action in which the indemnitee is named a party thereto in
his official capacity and as to any action in which the indemnitee was named
a party in his personal capacity or any other capacity while holding any of
the offices described above. This section also provides that
indemnification may not be made for willful, wanton or reckless conduct, and
any provisions in the articles of incorporation or By-laws purporting to
provide indemnification under those circumstances are void and of no effect.
Section 1747 of the Law provides that, unless otherwise restricted
in its By-laws, a corporation shall have the power to purchase and maintain
insurance on behalf of any potential indemnitee as described above against
liability asserted against such person and incurred by him, or arising out
of his status as such person, whether or not the corporation would have the
power to indemnify such person against such liability pursuant to the
applicable provisions of the Business Corporation Law of 1988 as described
above. This section specifically declares that the purchase and maintenance
of such insurance is consistent with the public policy of the Commonwealth
of Pennsylvania.
Finally, Section 1750 of the Law provides that, unless otherwise
provided when authorized or ratified, indemnification and advancing of
expenses shall continue as to a person who has ceased to be a director,
officer, employee or agent of the indemnitor and shall injure to the benefit
of his heirs and personal representatives.
Consistent with the Law as described above, Article 23 of the By-
laws of the Registrant provide that the Registrant shall indemnify any
director, officer, employee or former director, officer or employee who was
or is a party to or is threatened to be made a party to, or is called as a
witness in connection with, any contemplated, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or
administrative, by reason of the fact that such person is or was a director,
officer or employee of the Registrant, or is, or was, serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or other entity. In the case of an action or proceeding by, or
on behalf of, the Registrant, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall be adjudged to be
liable for misconduct in the performance of his duty to the Registrant,
unless the Registrant shall determine that such person shall be entitled to
indemnification, such determination to be made as described in the
penultimate sentence of this paragraph. It is further provided that, unless
otherwise ordered by a Court of competent jurisdiction, there shall be a
presumption that any director, officer or employee in the circumstances
described in the antepenultimate sentence of this paragraph shall be
entitled to presumption that he is entitled to indemnification unless either
a majority of the directors not involved in the action or proceeding, or, if
there are less than three such directors, then the holders of one-third of
the outstanding shares of the Registrant determine that such person is not
entitled to such presumption. In the event of a latter such determination,
a written opinion as to whether the persons involved are entitled to
indemnification is to be provided by independent counsel.
Finally, Section 12.3 of the By-laws of the Registrant further
provides that, except as is specifically otherwise provided by law, a
director of the Registrant will not be liable for monetary damages with
respect to any action taken, or any failure to act, unless such director has
breached or failed to perform the duties of his office under Pennsylvania
law relating to standards of care and justifiable reliance and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness. That section also provides that any amendment or repeal of it
which has the effect of reducing director indemnification or increasing
director liability shall
4<PAGE>
<PAGE>
operate prospectively only and shall not affect any action taken, or any
failure to act, prior to the adoption of any such amendment or repeal.
The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to liabilities,
including liabilities and the Securities Act of 1933, which they may incur
in connection with their serving in such capacity. Under the provisions of
this insurance policy, the Registrant receives reimbursement for amounts
which the directors and officers are indemnified by the Registrant under
Article 23 of the By-laws of the Registrant as summarized above. Such
insurance also, provides certain additional coverage for the directors and
officers against certain liabilities even though such liabilities may not be
covered by the indemnification provisions described above.
Item 7. Exemption from Registration Claimed
Not applicable
5<PAGE>
<PAGE>
Item 8. EXHIBITS
Documents filed as part of this Registration Statement:
Exhibit Number Description Page
Number
8.4 Instruments Defining Rights 7
of Security Holders, Including
Indentures [First Commonwealth
Financial Corporation 1995
Compensatory Stock Option Plan]
8.5 Opinion Regarding Legality 18
8.23a Consent of Certified Public 21
Accountant to incorporation of
report by reference
8.23b Consent of Legal Counsel to 22
incorporation of Opinion
Regarding Legality [Exhibit 8.5]
8.24 Power of Attorney 23
6<PAGE>
<PAGE>
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement 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.
The undersigned registrant hereby further undertakes 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 thereon, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
The undersigned registrant hereby further undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered at the termination of the offering.
The undersigned registrant hereby further undertakes that, for the
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 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.
25<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 10(a) of the Securities Act
of 1933 the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Indiana,
Pennsylvania, this 22nd day of April, 1997.
FIRST COMMONWEALTH FINANCIAL
CORPORATION
(Registrant)
By/S/JOSEPH E. O'DELL
JOSEPH E. O'DELL
President and
Chief Executive Officer
26
<PAGE>
EXHIBIT 8.4, page 1
FIRST COMMONWEALTH
FINANCIAL CORPORATION
COMPENSATORY STOCK
OPTION PLAN
Article I
Purpose
The purpose of this Compensatory Stock Option Plan (the "Plan") is
to encourage stock ownership by certain executive employees (in accordance
with Article III hereof) of First Commonwealth Financial Corporation, a bank
holding corporation organized and existing pursuant to the laws of the
Commonwealth of Pennsylvania, and with its principal place of business in
Indiana, Pennsylvania, and its subsidiaries and affiliates (hereinafter
collectively referred to as the "Corporation") so that they may acquire a
proprietary interest in the success of the Corporation. The term
"subsidiaries and affiliates" shall have the same meaning as the term
"subsidiary corporation" is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code") and shall include any such
subsidiaries and affiliates which may become such after the adoption of this
Plan. This Plan is intended to provide an incentive for the maximum effort
in the successful operation of the Corporation and to encourage covered
executives of the Corporation to remain in the employ of the Corporation. It
is further intended that the options granted pursuant to this Plan shall
constitute "incentive stock options" within the meaning of Section 422 of
the Code, to the extent permitted by said Section 422, and that any such
stock options granted pursuant to this Plan which is in excess of the amount
permitted by said Section 422, or which otherwise fails to meet the
requirements for an incentive stock option pursuant to said section shall be
considered as a non-qualified stock option.
Article II
Administration
This Plan shall be administered by the Executive Compensation
Committee (the "Committee") of the Board of Directors of First Commonwealth
Financial Corporation. Pursuant to the by-laws of First Commonwealth
Financial Corporation and the rules of the Board of Directors, such
Committee shall consist exclusively of "disinterested directors" as that
term is defined in the rules and regulations of the Securities and Exchange
Commission issued pursuant to Section 10(b) of the Securities Exchange Act
of 1934, as amended.
The Committee shall have the specific authority and power to:
7<PAGE>
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EXHIBIT 8.4, page 2
(a). Determine which of the eligible employees of the
Corporation (as determined pursuant to Article III hereof)
shall be granted options, when such options shall be granted,
the number of shares of the common stock of First Commonwealth
Financial Corporation that is subject to each option and the
terms and conditions of each such option;
(b). Prescribe, and amend from time to time, rules and
regulations for administering this Plan; and
(c). Decide any questions arising as to the interpretation or
application of any of the provisions of this Plan.
The determination of the Committee as to any of these matters shall
be final and binding upon all parties and entities whomsoever and shall be
reported to the Board of Directors of First Commonwealth Financial
Corporation in accordance with the by-laws of said First Commonwealth
Financial Corporation and the rules of the Board of Directors pertaining
thereto.
Article III
Eligible Executives
The persons who shall be eligible to receive options pursuant to the
terms of this Plan shall be (a) all officers of First Commonwealth Financial
Corporation, (b) all officers of any subsidiary or affiliate of First
Commonwealth Financial Corporation which is a bank and (c) all executives of
any subsidiary or affiliate of First Commonwealth Financial Corporation
which is not a bank, who, in the opinion of the Committee, hold positions of
authority and responsibility equal to that hereinabove described. In no
event shall any person have any right to receive a stock option under this
Plan by virtue of being an eligible executive in accordance with this
Article.
A grantee of an option under this Plan (an "Optionee") may hold more
than one option hereunder, each such option to constitute an independent
right to purchase the shares of common stock of First Commonwealth Financial
Corporation under the terms and conditions applicable thereto.
Notwithstanding any other provision of this Plan, no executive otherwise
eligible hereunder shall be a person eligible to receive options under this
Plan if he then actually or beneficially owns common stock representing more
than ten percent (10%) of the total issued and outstanding common shares of
First Commonwealth Financial Corporation; providing, further that any such
ownership shall be determined after incorporating the attribution rules of
Section 318 of the Code, and the regulations thereunder.
8<PAGE>
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EXHIBIT 8.4, page 3
Article IV
Stock To Be Sold Pursuant To This Plan
The stock to be sold to an Optionee upon the exercise of his option
granted under this Plan shall be the common stock of First Commonwealth
Financial Corporation ($5.00 par value) which may be either authorized but
unissued shares or issued shares held in, or hereinafter acquired for, the
treasury of First Commonwealth Financial Corporation. The aggregate number
of shares of such common stock for which options may be granted hereunder
may not exceed one-million (1,000,000) shares, and the aggregate number of
shares for which options may be granted and held by any one person hereunder
may not exceed two- hundred fifty-thousand (250,000) shares. In the event
that any outstanding option under this Plan expires without being exercised,
or is canceled in accordance with the terms of this Plan, the shares of
common stock subject to such options may again be subject to an option under
this Plan.
First Commonwealth Financial Corporation shall not be required, or
permitted, to deliver any shares pursuant to the exercise of an option under
this Plan if such delivery would subject First Commonwealth Financial
Corporation, the Optionee or any other person to any penalty or forfeiture
(whether civil or criminal) under the securities laws of the United States
or of any state or territory thereof, or of any foreign country. The
Committee in its sole discretion shall determine the registration and other
legal requirements applicable thereto.
Article V
Terms And Conditions Of Options
Each option granted under this Plan shall be evidenced by an
agreement in writing which shall be subject to such amendment and
modification from time to time as the Committee shall deem necessary to
comply with applicable laws or regulations, and which shall contain, in such
form and with such other provisions as the Committee shall from time to time
determine, provisions which shall comply with the following terms and
conditions:
(a). The Number of Shares - Each option shall state the
number of shares of common stock of First Commonwealth
Financial Corporation which shall be subject to the option.
(b). Exercise Price - Each option shall state the exercise
price per share of common stock of First Commonwealth
Financial Corporation, which price shall be equal to the
composite closing price of said common stock on the date of
the granting of the option, but if there shall be no composite
price at the close of the market on that day because trading
in that security shall have been suspended or for other
reasons, then the composite price at the close of trading on
the last day immediately prior thereto in which such price
exists shall be used.
9<PAGE>
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EXHIBIT 8.4, page 4
(c). Medium and Time of Payment - Each option shall state
that the exercise price shall be payable in United States
dollars upon the exercise of the option, and the exercise of
any option and delivery of the shares sold to the Optionee
pursuant to the terms of the option shall be contingent upon
the payment by the Optionee of the full exercise price to
First Commonwealth Financial Corporation.
(d). Term During Which Option May Be Exercised - Each option
shall provide that it may not be exercised prior to said
option being vested (as hereinafter provided), nor may such
option be exercised at all subsequent to a date which shall be
the tenth anniversary of the date that such option was
granted, and any such option not exercised by said tenth
anniversary shall expire at that time. Such option shall
expire on said tenth anniversary even if it had never become
vested prior thereto.
(e). Vesting of Options - The Committee shall decide with
respect to each option whether such option shall incorporate
performance criteria vesting or not. With respect to those
options that the Committee has decided shall not incorporate
performance criteria vesting, each such option shall provide
that it shall be vested on a date which the Committee shall
determine, such date being not less than six (6) months from
the date of such grant nor more than five (5) years from such
date; provided that said option shall only be vested on such
date if the Optionee continued in the employment of the
Corporation from the date that the option was granted to the
vesting date so established. With respect to each such option
that the Committee has decided shall include performance
criteria vesting, each such option shall provide that it shall
be vested on a date which the Committee shall determine, such
date being not less than six (6) months from the date of such
grant nor more than five (5) years from such date; provided
that such option shall only be vested on such date if the
Optionee continued in the employment of the Corporation from
the date that the option was granted to the vesting date so
established, and then only if, on such date, the ratio of (i)
the composite price at the close of trading of the stock which
is subject to the option on such date to (ii) the exercise
price per share of stock for such option shall not be less
than such amount as is prescribed by the Committee with
respect to that option. Each such option shall further
provide that if on that date the aforesaid ratio shall be less
than the amount prescribed by the Committee, the option shall
be vested on the first date thereafter that the ratio of (i)
the composite price at the close of trading of the stock which
is subject to the option to (ii) the exercise price per share
of stock for such option shall not be less than such amount as
is prescribed by the Committee with respect to the option.
(f). Maximum Value of Stock With Respect To Which Options Are
Exercisable For The First Time In Any Calendar Year - Each
option shall provide that in the event that the aggregate
exercise price of all options hereunder which are exercisable
hereunder for the first time by an Optionee during any one
calendar year plus the fair market value (determined at the
time that the option is granted) of stock with respect to
which options are exercisable under all other incentive
10<PAGE>
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EXHIBIT 8.4, page 5
stock option plans of the Corporation shall exceed one-
hundred-thousand dollars ($100,000), the options with respect
to such excess shall be treated as options which are not
incentive stock options, but are non-qualified stock options.
For this purpose, options shall be taken into account in the
order in which they were granted, designating the earliest of
such options as incentive stock options to the maximum extent
permitted by the rule herein stated. In the case of an option
that is to be treated in part as an incentive stock option and
in part as a non-qualified stock option, First Commonwealth
Financial Corporation may designate the shares of common stock
that are to be treated as stock acquired pursuant to the
exercise of an incentive stock option by issuing a separate
certificate for such shares (or by separately recording such
shares on the book entry records of the transfer agent) and by
identifying the certificate or the book entry shares as
incentive stock option shares in the stock transfer records of
First Commonwealth Financial Corporation.
(g). Transfer of Option - Each option shall provide that such
option (or Company part thereof) shall not be transferable
either by the Optionee or by operation of law during the
Optionee's lifetime and at said Optionee's death said option
(or any part the thereof) shall only be transferable by said
Optionee's will or by the laws of descent and distribution.
Any such option (or any part thereof) may be exercisable
during the lifetime of the Optionee only by the Optionee. Any
option, and any and all rights granted to the Optionee
thereunder, to the extent not theretofore effectively
exercised shall automatically terminate and expire upon any
sale, transfer or hypothecation or any attempted sale,
transfer or hypothecation of any such option (or any part
thereof), or upon the bankruptcy or insolvency of the
Optionee.
(h). Vesting on Death or Disability - Each option shall
provide that notwithstanding the vesting requirements
otherwise contained therein, such option shall be vested upon
the death of the Optionee or upon his becoming totally
disabled. For this purpose "totally disabled" shall be
defined as a physical or mental infirmity, injury or disease
that in the opinion of the Committee based upon objective
medical evidence, prevents the Optionee from engaging in
employment with the Corporation in a position similar to the
Optionee's position with the Corporation prior to so becoming
disabled for a period of at least twelve (12) months from the
date of onset of such disability.
(i). Termination of Employment - Each option shall provide
that it may not be exercised by an Optionee subsequent to his
termination of employment with the Corporation, except as
otherwise hereinafter stated in this subsection, but in any
event specifically subject to the provisions of sections (d)
and (e) of this Article V. Said option shall therefore
provide that solely to the extent provided herein, it may be
exercised after the optionee's termination of employment, to
wit:
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EXHIBIT 8.4, page 6
(i). Upon Retirement - Options granted under the
Plan and otherwise exercisable may be exercised
within three (3) months after the Optionee retires
from the employ of the Corporation. For this
purpose, "retirement" means only the termination of
employment of the Optionee with the Corporation
after both (a) having completed at lease ten (10)
years of employment with the Corporation and (b)
having attained the age of sixty (60), provided that
the Optionee shall not thereafter become employed,
or intend to become employed, by any employer in
competition with the Corporation, and said Optionee
provides such assurances to the Committee, and
enters into such agreements as the Committee may
request, as is satisfactory to the Committee with
respect to the future intent of the Optionee.
(ii). Upon Disability - Options granted under this
Plan and either otherwise exercisable or exercisable
as a result of such disability may be exercised
within three (3) months after the Optionee
terminates his employment with the Corporation
because of disability. For this purpose a
"disability" means a physical or mental infirmity,
injury or disease that, in the option of the
Committee, prevents the Optionee from engaging in
employment with the Corporation prior to so becoming
disabled for a period of at least twelve (12) months
from the date of onset of such disability. (iii).
Upon Death - Options granted under this Plan and
otherwise exercisable or exercisable as a result of
such death may be exercised by the legal
representatives of the Optionee's estate or the
legatees or distributees as provided by law within
three (3) months after the death of an Optionee who
was entitled, on his date of death, to exercise an
option or options as herein provided.
(j). Acceleration - Each option shall provide that the
Committee may, in its sole discretion, in the event of the
merger, consolidation, dissolution or liquidation of First
Commonwealth Financial Corporation, accelerate the expiration
date of any option, but the Committee shall not thereby
shorten the remaining exercise period to such an extent that
it no longer gives Optionees who are then entitled to exercise
their options a reasonable period to do so.
(k). Rights As A Shareholder - Each option shall provide that
an Optionee shall have no rights as a shareholder with respect
to any shares covered by any of said Optionee's options until
the date that said Optionee exercises such options as herein
provides and delivers to First Commonwealth Financial
Corporation full payment therefor. No adjustment shall be
made for dividends, distributions or other rights for which
the record date is prior to the date on which the exercise of
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EXHIBIT 8.4, page 7
the option is to be effective, except for the provisions to
prevent dilution in the case of stock dividends, in accordance
with Article VII hereof.
(l). Documents To Be Delivered To Optionees - Each option
shall provide that upon the grant of an option to an Optionee,
there shall be delivered to the Optionee a prospectus
describing the options granted hereunder, the common shares
which are subject to the option and such other information as
may be required by the securities laws and regulations of the
United States, any state or territory thereof or any foreign
country.
(m). Compliance With Securities Exchange Act of 1934, As
Amended - Each option shall provide that, notwithstanding
anything to the contrary, an option shall always be granted
and exercised in a manner so as to conform to the provisions
of Rule 16b-3, or any replacement rule, adopted pursuant to
the provisions of the Securities Exchange Act of 1934, as
amended from time to time.
(n). Other Provisions - Each option shall further contain such
provisions as the Committee shall determine, including,
without limitation, restrictions upon the exercise of the
option, and, in any event, shall include such provisions,
limitations and restrictions as shall be necessary or
advisable to cause such option to be an incentive stock option
to the maximum extent permitted by law pursuant to Section 422
of the Code.
Article VI
Notice of Intent To
Exercise Options
An Optionee desiring to exercise an option granted hereunder, as to
one or more of the shares subject to such option, shall notify the Committee
in writing to that effect, specifying the number of shares to be purchased,
in a form satisfactory to the Committee.
Article VII
Antidilution
If any stock dividend shall be declared upon the common stock of
First Commonwealth Financial Corporation, or if said stock shall be subject
to a stock split, subdivision or consolidation, or if the common stock shall
be recapitalized or First Commonwealth Financial Corporation reorganized,
then, in each such event, the number of shares otherwise subject to the
option, the class of shares and the issuing corporation shall all be
adjusted as necessary to be equivalent, to the maximum possible extent, to
such shares prior to any such transaction.
The grant of an option pursuant to the Plan shall not affect in any
way the right or power of First Commonwealth Financial Corporation to make
adjustments, reclassification, reorganizations or changes of its capital or
business structure or to merge, consolidate, liquidate or sell any part or
all of its business or assets.
13<PAGE>
<PAGE>
EXHIBIT 8.4, page 8
Article VIII
Expiration and Termination of Plan
Options may be granted under the Plan at any time until terminated
by the Board of Directors, provided, however this Plan shall in any event
terminate by the sixteenth day of October, 2005, which is ten years from the
date of its adoption by the Board of Directors, if not terminated prior
thereto.
Article IX
Change In Control
Notwithstanding any other provision of this Plan, each option shall
provide that upon the occurrence of a "change in control" each option then
outstanding shall be and become vested as of the date of occurrence of such
"change in control". For this purpose, a "change in control" shall have
occurred if, at any time, any person or group of persons acting in concert
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the regulations of the Securities and Exchange Commission
promulgated thereunder) shall acquire legal or beneficial ownership
interest, or voting rights, in twenty-five percent (25%) or more of the
common voting stock of First Commonwealth Financial Corporation.
Article X
Amendment of the Plan
The Board of Directors may, at any time from time to time, without
the consent of any other party including the holders of the common shares of
First Commonwealth Financial Corporation, amend this Plan in any respect
whatsoever or suspend or discontinue this Plan. However, notwithstanding
the previous sentence, no such amendment may be made with respect to options
already granted prior to the effective date of such amendment or with
respect to any shares of the common stock of First Commonwealth Financial
Corporation then subject to an option as herein provided. Furthermore, no
such amendment shall be made, nor shall any decision to suspend or
discontinue this Plan be made to the extent prohibited by law in any
respect. Furthermore, any such amendment which has the effect of (a)
increasing the number of shares of common stock of First Commonwealth
Financial Corporation (except to the extent required by Article VII hereof)
which are subject to options pursuant to this Plan, (b) changing the
designation of the class of executives or employees of the Corporation
eligible to receive grants of options as herein provided, (c) removing the
administration of the Plan from the Committee (d) allowing any member of
Committee to be eligible to receive a grant of an option pursuant to this
Plan while serving as a member of said Committee, or (e) changing the Plan
in any manner that will cause options issued hereunder to then fail to meet
the requirements of "incentive stock options" as defined in Section 422 of
the Code (except to the extent required by section (f) of Article V hereof)
or which will result in a failure to comply with Section 16(b)(3) of the
Securities Exchange Act of 1934, as amended, or the rules and regulations of
the Securities
14<PAGE>
<PAGE>
EXHIBIT 8.4, page 9
and Exchange Commission issued thereunder shall not become effective unless,
and until, such amendment shall be approved by the holders of a majority of
the outstanding common shares of First Commonwealth Financial Corporation,
in accordance with the charter and by-laws of said First Commonwealth
Financial Corporation and applicable legal requirements.
Article XI
Granting of Options
The granting of any option pursuant to this Plan shall be entirely
in the discretion of the Committee and nothing herein contained shall be
considered to give any eligible executive or other person any right to
participate under this Plan or to receive any option under it. The granting
of an option shall impose no duty upon the Optionee to exercise any such
option or to purchase any of the common or other stock of First Commonwealth
Financial Corporation.
Neither the adoption and maintenance of this Plan not the granting
of an option pursuant to this Plan shall be deemed to constitute a contract
of employment between the Corporation and any employee thereof or to be a
condition of the employment of any person. Nothing herein contained shall
be deemed to (a) give to any employee the right to be retained in the employ
of the Corporation, (b) interfere with the right of the Corporation to
discharge or make redundant any employee at any time, (c) give to the
Corporation the right to require any employee to remain in its employ or (d)
interfere with any employee's right to terminate his employment at any time.
Article XII
Government Regulations
This Plan and the granting and exercise of any options hereunder and
the obligations of First Commonwealth Financial Corporation to sell and
deliver shares of its common stock under any such option shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies as may be required.
Article XIII
Proceeds From Sale of Stock
Proceeds received by First Commonwealth Financial Corporation from
the sale of any of its common shares to any Optionee pursuant to the terms
of an option shall be for the general business purposes of the First
Commonwealth Financial Corporation.
Article XIV
Reporting Requirements
The Committee shall furnish each Optionee hereunder with such
information relating to the exercise of any option granted hereunder to said
Optionee as is required by the Code and applicable securities laws of the
United States and any state or territory thereof.
15<PAGE>
<PAGE>
EXHIBIT 8.4, page 10
Article XV
Approval of Shareholders
This Plan shall be void and of no effect, and no option granted
hereunder shall be exercisable but rather such option shall be void ab
initio to the same extent and purpose as if it was never granted unless this
Plan shall be approved and ratified by the holders of a majority of the
outstanding shares of the common stock of First Commonwealth Financial
Corporation not later than one (1) year after its adoption by the Board of
Directors of First Commonwealth Financial Corporation, in accordance with
the charter and by-laws of said First Commonwealth Financial Corporation and
applicable legal requirements.
Article XVI
Interpretation
The terms of this Plan are intended to conform to all present and
future regulations and rulings of the Secretary of the Treasury or his
delegate relating to the qualification of incentive stock options under
Section 422 of the Code, and the Plan is to be interpreted consistent with
such intent. All terms in the masculine gender shall include the feminine,
and all terms in the singular shall include the plural, and the converse, in
all cases in which they would so apply. The headings have been inserted for
convenience of reference only and are to be ignored in any interpretation of
this Plan or any option issued pursuant hereto.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of
this Compensatory Stock Option Plan of First Commonwealth Financial
Corporation by the Board of Directors of First Commonwealth Financial
Corporation, we, the undersigned officers of First Commonwealth Financial
Corporation, being duly authorized, have set our hands and seals this 17th
day of October , 1995.
Recommended by the Executive Compensation Committee to the
Board of Directors at a meeting of said Committee held on the
sixteenth day of October, 1995
Adopted by the Board of Directors at a meeting of said Board
held on the seventeenth day of October, 1995.
16<PAGE>
<PAGE>
EXHIBIT 8.4, page 11
(Corporate Seal) FIRST COMMONWEALTH
FINANCIAL CORPORATION
Attest: By/S/JOSEPH E. O'DELL
(L.S.)
Joseph E. O'Dell
President and Chief
Executive Officer
/S/DAVID R. TOMB, JR. (L.S.)
Secretary
17
<PAGE>
EXHIBIT 8.5, page 1
July 30, 1996
Management and Board of Directors of
First Commonwealth Financial Corporation
22 North Sixth Street
Indiana, PA 15701
Gentlemen:
First Commonwealth Financial Corporation (the "Corporation") has
adopted the First Commonwealth Financial Corporation 1995 Compensatory Stock
Option Plan (the "Plan") by resolution of the Board of Directors adopted at
its November 16, 1995 meeting and by resolution of the shareholders of the
Corporation adopted at its annual meeting held on April 20, 1996. In
connection therewith, you have requested our opinion with respect to the
following issues:
1. Whether the options which are the subject of the Plan can
be lawfully issued by the Corporation, and whether when so
issued they will be fully paid and non-assessable.
2. Whether the Plan conforms to all applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code") and
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA," 88 Stat 829).
We have examined each of these issues seriatim and opine accordingly
with respect thereto, as follows:
I. We have reviewed the corporate charter and by-laws of the
Corporation and such other documents as we considered relevant
and, as a result of such review, have formed the opinion, and
hereby opine, that the Corporation has the legal power,
pursuant to its charter and by-laws and the relevant
provisions of Pennsylvania law, to issue options to certain of
its senior executives to permit such senior executives to
purchase from the Corporation the number of shares of the
common stock ($1.00 par value) of the Corporation stated in
the option agreements, at the exercise price, and in
accordance with the specific terms and conditions, stated in
each option agreement.
The power of a Pennsylvania corporation to issue options
with respect to its own shares is specifically granted by 15
Pa C S 1525 (entitled "stock rights
18<PAGE>
<PAGE>
EXHIBIT 8.5, page 2
and options"). Only two exceptions to this broad general
power are provided by statute and case law, and clearly
neither one is applicable to the present instance. The first
exception prohibits the issuance of option for the acquisition
of a Corporation's own stock is the issuance of such options
are specifically prohibited by the Corporation's charter, a
restriction clearly not contained in the Corporation's
charter. The second restriction is that options may not be
issued to the extent that such options have the effect of
reducing the equity of the Corporation below the minimum
required by law. Again, this is clearly not applicable in the
case of the Corporation.
Furthermore, 15 Pa C S 1502(a)(15) specifically grants
to Pennsylvania corporations the power to adopt and amend
pension, profit sharing, stock option and other plans for the
benefit of its employees.
A related issue that arises is whether the options
granted pursuant to the Plan constitute a "sale" of those
options, or a solicitation of an offer to purchase those
options, within the meaning of the Securities Act of 1933.
The leading case interpreting the word "sale" in this context
is SEC v. W. J. Howey Co. 328 US 293 (1946). It defined a
"sale" for this purpose as involving "[t]he test [of] whether
the scheme involves an investment of money in a common
enterprise with profits to come solely from the efforts of
others." Howey at 301.
The Supreme Court specifically addressed the question as
to whether the grant of a non-contributory benefit (i.e., one
in which the participant pays no money in order to receive the
benefit, in this case the stock option) has a sufficient
involvement of money or moneysworth to constitute a "sale"
within the Howey definition and decided that it did not
[Teamsters v. Daniel (439 US 551 (1979))]. Accordingly, it is
further our opinion that the mere granting of the stock
options under the Plan do not constitute either an offer to
sell or a solicitation of an offer to buy a security within
the meaning of Section 2 of the Securities Act of 1933.
II. It is further our opinion that the Plan does not
constitute a "pension plan" or an "employee welfare benefit
plan" within the meaning of ERISA, and therefore is not
subject to the provisions of ERISA. Pursuant to its terms,
ERISA governs two types of plans [ERISA, Section 3(3)], viz.:
"employee welfare benefit plans" and "pension plans." ERISA
Section 3(1) defines an "employee welfare benefit plan" as
"any plan, fund or program...to the extent that such
plan, fund or program was established or is maintained for the
purpose of providing for its participants or their
beneficiaries...(A) medical, surgical or hospital care or
benefits, or benefits in the event of sickness, accident,
disability, death or unemployment, or vacation benefits,
apprenticeship or other training programs, or day care
centers,
19<PAGE>
<PAGE>
EXHIBIT 8.5, page 3
scholarship funds or prepaid legal services, or (B) [benefits
that are collectively bargained between management and trade
unions].
Furthermore a "pension plan" is defined as [ERISA Section
3(2)] "any plan, fund, or program...to the extent that by its
express terms or as a result of surrounding circumstances such
plan, fund or program-
(i) provides retirement income to employees, or
(ii) results in a deferral of income by employees
for periods extending to the termination of covered
employment or beyond."
Since the options under the Plan are generally designed to be
exercised while the executive continues in the employment of the Corporation
or the relevant subsidiary and not after his retirement therefrom, the Plan
does not meet the definition of either an "employee welfare benefit plan" or
an "employee pension plan" and is, therefore, in our opinion, not subject to
the provisions of ERISA.
Finally, the Plan provides for the issuance and granting of two types
of compensatory stock options, viz.: Incentive Stock Options ("ISOs") and
Non-Qualified Stock Options ("NQSOs"). In order to constitute an ISO, the
stock options granted, and the Plan, must meet the requirements of Section
422 of the Code. Such options are then taxed under the more favorable
income tax rules of Section 421 of the Code. Accordingly, we have examined
the provisions of the Plan, the related individual stock option agreements
and such other documents as we deemed necessary and, as a result thereof, we
have formed an opinion, and hereby opine, that those options issued as ISOs
conform to the requirements for incentive stock options pursuant to Section
422 of the Code and are therefore subject to taxation pursuant to Section
421 of the Code. It is our further opinion that those options issued as
NQSO do not meet the requirements of statutory stock options pursuant to
Subtitle A, Chapter 1, Subchapter D, Part II of the Code, and are therefore
subject to income taxation pursuant to Section 83 of the Code, and more
specifically, Treasury Regulation 1.83-7.
Very truly yours,
/S/HARVEY PASTERNACK
Harvey Pasternack
HP:cll
20
<PAGE>
EXHIBIT 8.23a, page 1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 17, 1997 accompanying the
consolidated financial statements incorporated by reference of First
Commonwealth Financial Corporation and Subsidiaries on Form 10-K for the
year ended December 31, 1996. We hereby consent to the incorporation by
reference of said reports in the Registration Statement of First
Commonwealth Financial Corporation and Subsidiaries on Form S-8 (File No.
33-55687).
/S/GRANT THORNTON, LLP
Philadelphia,
Pennsylvania
April 18, 1997
21
<PAGE>
EXHIBIT 8.23b, page 1
CONSENT OF COUNSEL
We hereby consent to the incorporation of our opinion letter dated
July 26, 1996 into the registration on Form S-8 filed by First Commonwealth
Financial Corporation (the "Registrant").
Very truly yours,
/S/HARVEY PASTERNACK
Harvey Pasternack
22
<PAGE>
EXHIBIT 8.24, page 1
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS - that each person whose signature
appears below constitutes and appoints Joseph E. O'Dell and David R. Tomb,
Jr., and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form S-8, 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 do
done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE AND CAPACITY DATE
/S/JOSEPH E. O'DELL MARCH 15, 1997
Joseph E. O'Dell,
President and CEO and Director
/S/DAVID R. TOMB, JR. MARCH 15, 1997
David R. Tomb, Jr., Senior Vice
President, Secretary and Treasurer
and Director
/S/JOHN J. DOLAN MARCH 15, 1997
John J. Dolan, Sr. Vice President
and Comptroller & CFO (Also
Chief Accounting Officer)
/S/EDWARD T. COTE MARCH 15, 1997
Edward T. Cote, Director
/S/ROBERT C. WILLIAMS MARCH 15, 1997
Robert C. Williams, Director
/S/JOHNSTON A. GLASS MARCH 15, 1997
Johnston A. Glass, Director
23<PAGE>
<PAGE>
EXHIBIT 8.24, page 2
/S/A. B. HALLSTROM MARCH 15, 1997
A. B. Hallstrom, Director
/S/E. H. BRUBAKER MARCH 15, 1997
E. H. Brubaker, Director
/S/DALE P. LATIMER MARCH 15, 1997
Dale P. Latimer, Director
/S/CHARLES J. SHEFTIC MARCH 15, 1997
Charles J. Sheftic, Director
/S/DAVID F. IRVIN MARCH 15, 1997
David F. Irvin, Director
/S/JOSEPH W. PROSKE MARCH 15, 1997
Joseph W. Proske, Director
/S/THOMAS L. DELANEY MARCH 15, 1997
Thomas L. Delaney, Director
/S/ROBERT E. KOSLOW MARCH 15, 1997
Robert E. Koslow, Director
/S/E. JAMES TRIMARCHI MARCH 15, 1997
E. James Trimarchi, Director
24
