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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(d) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Community Banks, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2251762
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(State of incorporation or organization) (I.R.S. Employee Identification No.)
150 Market Square, P.O. Box 350, Millersburg, PA 17061
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common stock, $5.00 par value American Stock Exchange
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If this Form relates to the registration of a class of debt securities and is
effective upon pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities offered hereby are shares of Community Banks, Inc.
("Community") common stock, $5.00 par value. As of March 1, 1996, there were
5,000,000 shares authorized of which 2,609,947 shares were outstanding.
Community's Articles of Incorporation also authorize 500,000 shares of preferred
stock.
The Board of Directors of Community ("Board of Directors") has the
authority to the full extent now or hereafter permitted by law, to fix by
resolution the voting rights (which may be full, limited, multiple, fractional
or withheld altogether) designations, preferences, qualifications, limitations,
restrictions, privileges, options, redemption rights, conversion rights and
other special or relative rights of such class of preferred stock or any series
thereof. No preferred stock has been issued as of the date of this registration
statement nor does the Board of Directors have plans to issue preferred stock.
Authorized but unissued shares of common and preferred stock of Community may be
issued only if seventy-five (75%) percent of the entire Board of Directors
consents to the issuance.
No options, warrants, convertible securities or other common stock or
equivalents are currently outstanding, except options issued pursuant to the
Community Banks, Inc. Long Term Incentive Plan. Holders of common stock are
entitled to receive dividends when and as declared by the Board of Directors and
to share ratably in the assets of Community legally available for distribution
to the holders of common stock in the event of liquidation, dissolution or
winding up. Holders of common stock have no preemptive, subscription, redemption
or conversion rights.
Holders of common stock are entitled to one vote per share on all matters
on which Community's shareholders may vote, including the election of directors.
The holders of common stock do not have cumulative voting rights in the election
of directors. This means that the holders of a simple majority of the shares of
common stock voting for the election of directors can elect all of the
directors, if they chose to vote together, and in such event the holders of the
remaining shares will not be able to elect any directors.
Community's Articles of Incorporation contain certain provisions which may
be considered anti-takeover in nature. Article XI of the Articles of
Incorporation provides that no corporate action (as therein defined) may be
authorized unless seventy-five (75%) percent of the votes which all shareholders
are entitled to cast on the corporate actions are cast in favor of the corporate
action. The seventy-five (75%) percent shareholder vote is reduced to sixty-six
and two-thirds (66 2/3%) percent if sixty-six and two-thirds (66 2/3%) percent
of the entire Board of Directors of Community recommends approval of the
proposed corporate action to the shareholders. Article XI defines corporate
action to include the amendment of
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certain articles of the Articles of Incorporation, the removal of one or more
directors, the merger or consolidation of Community with or into another
corporation, the merger or consolidation of a subsidiary of Community with or
into another corporation if the surviving corporation would not be a subsidiary
of Community, the sale, lease, exchange, mortgage, pledge, transfer or other
disposition of all or substantially all of Community's assets or of the assets
of any subsidiary of Community, the sale of all or substantially all of the
stock of any subsidiary of Community whose total assets exceed twenty (20%)
percent of the total assets of Community, any plan or proposal for the
liquidation or dissolution of Community or any subsidiary of Community whose
total assets exceed twenty (20%) percent of the total assets of Community, any
re-classification of Community securities, or the issuance in a single or one or
more related transactions of voting shares of Community sufficient to elect a
majority of the Board of Directors of Community.
The Articles of Incorporation also give Community's Board of Directors
authority to take any lawful action to oppose a tender offer or similar
transaction if the Board of Directors determines that the offer should be
rejected. The provision permits the Board of Directors to consider any
pertinent issues in determining whether to oppose any such offer. In addition,
the Board of Directors is expressly vested with the power to make, alter, amend
and repeal the bylaws of Community, subject to the power of the shareholders to
change such option only upon the affirmative vote of at least seventy-five (75%)
percent of the votes which all shareholders are entitled to cast.
In addition to provisions in Community's Articles of Incorporation, the
Pennsylvania Business Corporation Law of 1988 provides that any holder of voting
shares of a business corporation that becomes the subject of a "control
transaction", and who objects to the transaction, shall be entitled to the
rights and remedies of a dissenting shareholder. A "control transaction" is
defined to mean the acquisition by a person or group of voting power that would
entitle the holder or holders thereof to cast at least twenty (20%) percent of
the votes that all shareholders would be entitled to cast in an election for
directors.
Subject to certain procedural requirements, following the acquisition of
twenty (20%) percent voting power by a person or group, a shareholder is
entitled to receive cash from the controlling person or group in an amount equal
to the fair market value of his shares as of the day prior to the date on which
the control transaction occurs. In making such valuation, all relevant factors
are to be taken into account, including an increment representing a proportion
of any value payable for acquisition of control of the corporation. The effect
of the Act is to require any person or group who acquires twenty (20%) percent
of the voting shares of Community upon the demand of any Community shareholder
or shareholders, to buy out such other shareholders.
The Board of Directors of Community is divided into four (4) classes, each
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class being elected for a term of four (4) years, and each class consisting of
as nearly equal as possible a number of directors.
The overall effect of the above-described measures, together with banking
laws and regulations applicable to the acquisition of bank holding companies,
may be to render more difficult the accomplishment of mergers, takeovers and
other changes in control of Community. To the extent that these measures have
this effect, removal of Community's incumbent Board of Directors and management
may be rendered more difficult. These measures may have an adverse effect on
the stockholders of Community to participate in a tender or exchange offer for
Community's common stock and may have an effect on the market value of common
stock.
Community uses American Stock Transfer and Trust Company as its transfer
agent and registrar for its common stock.
Community obtains the cash necessary to pay dividends by receiving
dividends paid by its wholly owned subsidiaries and its non-banking subsidiaries
and has no other presently available source of funds for the payment of
dividends. Banking regulations limit the amount of dividends it may be paid by
the bank subsidiaries without prior approval of regulatory agencies supervising
the banks.
Community's annual meeting of shareholder's for the election of directors
and the transaction of other business which may be brought properly before the
meeting is held on such date and at such time and place as is determined by
Community's Board of Directors. Community customarily holds its annual meeting
of shareholders in April or May.
Item 2. Exhibits.
1. Copies of the last annual report filed pursuant to Section 13 or 15(d)
of the Act.
2. Copies of all current, quarterly or semi-annual reports filed pursuant
to Section 13 or 15(d) of the Act since the end of the fiscal year covered by
the annual report, or if none, since the effective date of the latest
registration statement so filed.
3. Copies of the latest definitive proxy statement or information
statement filed with the Commission pursuant to Section 14 of the Act.
4. Copies of the charter and bylaws.
5. Specimens of common stock, $5.00 par value.
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6. Copy of the latest annual report submitted to stockholders by the
register.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
COMMUNITY BANKS, INC.
BY:
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Ernest L. Lowe, President
DATED:
