As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST COLONIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2228154
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
76 South Main Street, Nazareth, Pennsylvania 18064
(Address of Principal Executive Offices) (Zip Code)
FIRST COLONIAL GROUP, INC. 1996 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
S. Eric Beattie
President and Chief Executive Officer
First Colonial Group, Inc.
76 South Main Street
Nazareth, Pennsylvania 18064
(610) 746-7300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies of Communications To:
Frederick D. Lipman, Esquire
Blank Rome Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
(215) 569-5518
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price fee
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<C> <C> <C> <C> <C>
Common Stock, par value
$5.00 per share....................... 262,500 shares $23.875(2) $6,267,187.50(2) $1,899.15
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(1) Plus such indeterminable number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) Pursuant to Rule 457(h), based upon the price at which stock options
covered by this Registration Statement may be exercised and, in the case
where such price is not known, upon the average of the high and low sale
prices of the Common Stock, reported on the National Association of
Securities Dealers, Inc. Automated Quotation System-National Market System
on April 3, 1997.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-KSB referred to in (a) above; and
(c) The description of the Company's Common Stock which is incorporated
by reference in the Company's Registration Statement on Form 8-A under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this Registration Statement but prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"), contain
provisions for mandatory and
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discretionary indemnification of a corporation's directors, officers and other
personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he 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 proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the liability
under Subchapter 17D of the BCL.
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Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
The indemnification provisions of the Company's Bylaws, are set forth
in Sections 502 through 507 thereof. Those sections provide that the Company
shall, to the fullest extent permitted by applicable law, 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 (whether or not such action, suit or proceeding
arises or arose by or in the right of the Company or other entity), by reason of
the fact that he or she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
general partner, agent or fiduciary of another entity. The indemnification
provisions also provide for the payment by the Company of expenses incurred by a
person covered by the indemnification provisions in advance of the final
disposition of the action or suit in connection with which the expenses are
incurred. The Company, however, is only obligated to make such payment if it
receives an undertaking that the amount advanced will be repaid if it is
ultimately determined that the person receiving the advance is not entitled to
be indemnified. The Company has no obligation under the indemnification
provision to indemnify or advance expenses (i) if a final unappealable judgment
or award establishes that the director or officer engaged in self-dealing,
willful misconduct or recklessness, (ii) for expenses or liabilities which have
been paid directly to, or for the benefit of, the director or officer under a
policy of officers' and directors' liability insurance, (iii) for amounts paid
in settlement of any threatened, pending or completed action without the written
consent of the Company, and (iv) with respect to expenses or the payment of
profits arising from the purchase or sale of securities of the Company in
violation of Section 16(b) of the Securities Exchange Act of 1934.
The indemnification provisions of the Company's Bylaws provide a method
of indemnification that is broader than the specific provisions of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").
Section 507 of the Company's Bylaws provides that the Company may, to
the fullest extent permitted by applicable law, indemnify persons in all
situations other than those covered by Article V of the Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
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Exhibit No. Description
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5.1 Opinion of Counsel regarding legality.
10.1(1) 1996 Employee Stock Option Plan.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on p.7)
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(1) Incorporated by reference from the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995 (File No.0-11526).
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, as amended:
(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 F-3 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, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
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(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, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(c) 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 for 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Nazareth, Pennsylvania, on the 2nd day of April, 1997.
FIRST COLONIAL GROUP, INC.
By: /s/ S. Eric Beattie
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S. Eric Beattie, President and
Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Eric Beattie and Reid L. Heeren, 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 stead, in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the 2nd day of April, 1997.
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Name Title Date
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<S> <C> <C>
/s/ John J. Schlamp Chairman of the Board and Director April 2, 1997
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John J. Schlamp
/s/ S. Eric Beattie President, Chief Executive Officer April 2, 1997
- ---------------------------------------- (principal executive officer) and
S. Eric Beattie Director
/s/ Robert J. Bergen Director April 2, 1997
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Robert J. Bergen
/s/ Reid L. Heeren Senior Vice President and Treasurer April 2, 1997
- ---------------------------------------- (principal financial officer and
Reid L. Heeren principal accounting officer)
/s/ Gordon B. Mowrer Director April 2, 1997
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Gordon B. Mowrer
/s/ Robert C. Nagel Director April 2, 1997
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Robert C. Nagel
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/s/ Richard Stevens, III Director April 2, 1997
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Richard Stevens, III
/s/ Paul A. Lentz Director April 2, 1997
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Paul A. Lentz
/s/ Maria Zumas Thulin Director April 2, 1997
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Maria Zumas Thulin
/s/ Daniel B. Mulholland Director April 2, 1997
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Daniel B. Mulholland
/s/ Charles J. Peischl, Esquire Director April 2, 1997
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Charles J. Peischl, Esquire
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EXHIBIT 5.1
Blank Rome Comisky & McCauley
Counselors at Law
Four Penn Center Plaza
Philadelphia, Pennsylvania 19103-2599
215-569-5500
Fax 215-569-5555
DIRECT DIAL NUMBER:
(215) 569-5500
First Colonial Group, Inc.
76 South Main Street
Nazareth, PA 18064
Re: First Colonial Group, Inc.
Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to First Colonial Group, Inc. (the "Company")
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the offer and
sale of up to 262,500 shares of common stock, par value $5.00 per share (the
"Common Stock"), by the Company pursuant to the 1996 Employee Stock Option Plan
(the "Plan"). This opinion is furnished pursuant to the requirements of Item
601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Restated and Amended Articles of Incorporation and
Bylaws, (ii) resolutions adopted by the Board of Directors and shareholders of
the Company, (iii) the Registration Statement and (iv) the Plan. We have not
performed any independent investigation other than the document examination
described. Our opinion is therefore qualified in all respects by the scope of
that document examination. We have assumed and relied, as to questions of fact
and mixed questions of law and fact, on the truth, completeness, authenticity
and due authorization of all certificates, documents and records examined and
the genuineness of all signatures. This opinion is limited to the laws of the
Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered and sold by the
Company pursuant to the Registration Statement and the Plan, when sold in the
manner and for the consideration contemplated by the Registration Statement and
the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 17, 1997 accompanying the
consolidated financial statements of First Colonial Group, Inc. and Subsidiaries
appearing in the 1996 Annual Report of the Company to its shareholders included
in the Annual Report on Form 10-KSB for the year ended December 31, 1996 which
are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports.
GRANT THORNTON LLP
Philadelphia, Pennsylvania
April 3, 1997
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