Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KEYSTONE FINANCIAL, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2289209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Keystone Plaza, N. Front & Market Streets,
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
(Address of Principal Executive Offices) (Zip Code)
__________
FINANCIAL TRUST CORP STOCK OPTION PLAN OF 1992
(Full title of the plan)
__________
Ben G. Rooke, Esquire, Keystone Financial, Inc.
One Keystone Plaza, N. Front & Market Streets,
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
(717) 231-5701
(Name, address and telephone number, including area code, of agent for service)
__________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price* fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value 10,012 shs. $18.0303 $ 180,519.36
3,414 shs. $15.9758 54,541.38
10,467 shs. $16.4606 172,293.10
1,117 shs. $24.85 27,757.45
32,177 shs. $25.00 804,425.00
----------- -------------
57,187 shs. $1,239,536.29 $365.66
=======================================================================================
* Pursuant to Rule 457(h), the maximum aggregate offering price and the
registration fee are computed on the basis of the actual prices at which the
stock options covering the shares being registered may be exercised.
=======================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the registrant with the Securities and
Exchange Commission (File No. 0-11460) are incorporated by reference in this
Registration Statement:
(a) The registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"1934 Act");
(b) All other reports filed by the registrant pursuant to Section
13(a) of the 1934 Act since the end of the fiscal year covered by the
annual report on Form 10-K referred to in paragraph (a) above; and
(c) The description of the registrant's Common Stock, par value
$2.00 per share (the "Common Stock"), which is contained in the
registrant's Current Report on Form 8-K dated July 31, 1992, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the filing of the annual report on
Form 10-K referred to in paragraph (a) above and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold 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, except that the
information included in any document in response to paragraphs (i), (k) or (l)
of Item 402 of Regulation S-K is not incorporated by reference in this
Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
1. Pennsylvania Business Corporation Law. Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law (the "BCL") provide that 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 proceeding, whether civil, criminal,
administrative or investigative, 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 or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such 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 proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action by or in the right of the corporation, such
indemnification is limited to expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person has been adjudged to be liable to
the corporation unless, and only to the extent that, a court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.
BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee 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 con-
sisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and 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, BCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
BCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.
BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise for any action
taken or any failure to take any action whether or not the corporation would
have the power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action by or
in the right of the corporation, provided, however, that no indemnification may
be made 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.
BCL Section 1747 permits 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 or other enterprise, against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions described above.
II-2
<PAGE>
2. Indemnification Bylaw. Section 8.01 of the registrant's Bylaws (the
"Indemnification Bylaw") was adopted by the shareholders at their Annual Meeting
held on May 28, 1987 and became effective on that date. Under the
Indemnification Bylaw, except as prohibited by law, every director and officer
of the registrant is entitled as of right to be indemnified by the registrant
against all expenses and liabilities incurred in connection with any actual or
threatened claim or proceeding, whether civil, criminal, administrative,
investigative or other, whether brought by or in the right of the registrant or
otherwise, in which the director or officer may be involved in any manner, by
reason of his being or having been a director or officer of the registrant or by
reason of the fact that he is or was serving at the request of the registrant as
a director, officer, employee, fiduciary or other representative of another
corporation or other entity. In an action brought by a director or officer
against the registrant, the director or officer is only entitled to
indemnification for expenses in certain circumstances. Each director and officer
is also entitled as of right to have his expenses in defending an action paid in
advance by the registrant prior to final disposition of the action, subject to
any obligation which may be imposed to reimburse the registrant in certain
events. The Indemnification Bylaw establishes a procedure whereby a director or
officer may bring an action against the registrant if a written claim for
indemnification or advancement of expenses is not paid by the registrant in full
within thirty days after the claim has been presented. The director or officer
is also entitled to advancement of expenses in this proceeding. The only defense
to an action to recover a claim for indemnification is that the indemnitee's
conduct was such that under Pennsylvania law the registrant is prohibited from
indemnifying the indemnitee. The only defense to an action to recover payment of
expenses in advance is failure by the indemnitee to make an undertaking to
reimburse the registrant if such an undertaking is required.
The Indemnification Bylaw applies to every action, other than actions
filed prior to January 27, 1987, except that it does not apply to the extent
that Pennsylvania law does not permit its application to any breach or failure
of performance of duty by a director or officer occurring prior to January 27,
1987. Any amendment or repeal of the Indemnification Bylaw will operate
prospectively only and will not affect any action taken, or failure to act, by a
director or officer prior to the adoption of such amendment or repeal.
3. Director and Officer Liability Insurance. The registrant maintains
director and officer liability insurance covering its directors and officers
with respect to liability which they may incur in connection with their serving
as such, which liability could include liability under the Securities Act of
1933. Under the insurance, the registrant is entitled to reimbursement for
amounts as to which the directors and officers are indemnified under the
Indemnification Bylaw. The insurance may also provide certain additional
coverage for the directors and officers against certain liability even though
such liability is not subject to indemnification under the Indemnification
Bylaw.
4. Indemnification Agreements. At their Annual Meeting held on May 28,
1987, the shareholders also approved a proposed form of Indemnification
Agreement to be entered into between the registrant and each of its present and
future directors and such other officers, employees and agents of the registrant
and its subsidiaries as shall be designated from time to time by the Board of
Directors.
The form of agreement provides essentially the same rights to
indemnification against liabilities and expenses as are provided in the
Indemnification Bylaw. In addition, the form of agreement requires the
registrant to either maintain the liability insurance coverage currently in
effect for the benefit of the contractee or to hold the contractee harmless to
the full extent of such coverage.
Further, the form of agreement provides that if the full indemnification
claimed by the contractee may not be paid by the registrant because prohibited
by law and the registrant is jointly liable with the contractee as to the matter
for which indemnification was sought (or would be so liable if the registrant
were joined in such matter), the contractee has a right to contribution from the
registrant for the amount of any expenses and liabilities incurred by the
contractee as to such matter based on the relative benefits received by the
registrant and the contractee from the transaction from which the liability
arose and the relative fault of the registrant (including the registrant's other
directors, officers, employees or agents) and the contractee in connection with
the events which resulted in such expenses or liability, as well as any other
relevant equitable considerations.
Under the form of agreement, a contractee is entitled to the rights to
indemnification for expenses and liability, advancement of expenses and
contribution provided by the agreement notwithstanding any amendment or repeal
of the
II-3
<PAGE>
Indemnification Bylaw. In addition, although a change in law restricting
indemnification rights would automatically restrict the indemnification rights
provided under the Indemnification Bylaw, the form of agreement provides that a
change in law restricting indemnification rights will not affect the rights of a
contractee under the agreement unless the law so requires.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page II-8.
Item 9. Undertakings.
(a) Rule 415 offering.
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 (the "1933 Act");
(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 (1)(i) and (1)(ii) do not apply if 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 (the "1934 Act") that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
1933 Act, 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; and
(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) Filings incorporating subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE>
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, 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
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
The Registrant. 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 Harrisburg, Pennsylvania, on the 26th day of March, 1998.
KEYSTONE FINANCIAL, INC.
By /s/ Carl L. Campbell
_____________________________________
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl L. Campbell, Ben G. Rooke, George R. Barr,
Jr. and Donald F. Holt, and each of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in the undersigned's name, place and stead, in any and
all capacities, to sign any and all amendments (including 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, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Carl L. Campbell President, Chief Executive March 26, 1998
- ----------------------------- Officer and Director
/s/ Mark L. Pulaski Vice Chairman, Chief March 26, 1998
- ----------------------------- Operating Officer, Principal
Financial Officer and Director
/s/ Donald F. Holt Senior Vice President, March 26, 1998
- ----------------------------- Controller and Principal
Accounting Officer
/s/ A. Joseph Antanavage, Jr. Director March 26, 1998
- -----------------------------
II-6
<PAGE>
Signature Capacity Date
--------- -------- ----
/s/ June B. Barry Director March 26, 1998
- ----------------------------
/s/ J. Glenn Beall, Jr. Director March 26, 1998
- ----------------------------
/s/ Paul I. Detwiler, Jr. Director March 26, 1998
- ----------------------------
/s/ Donald Devorris Director March 26, 1998
- ----------------------------
/s/ Gerald E. Field Director March 26, 1998
- ----------------------------
/s/ Walter W. Grant Director March 26, 1998
- ----------------------------
/s/ Philip C. Herr, II Director March 26, 1998
- ----------------------------
/s/ Allan W. Holman, Jr Director March 26, 1998
- ----------------------------
/s/ Richard G. King Director March 26, 1998
- ----------------------------
/s/ Uzal H. Martz, Jr. Director March 26, 1998
- ----------------------------
/s/ Max A. Messenger Director March 26, 1998
- ----------------------------
/s/ William L. Miller Director March 26, 1998
- ----------------------------
/s/ Don A. Rosini Director March 26, 1998
- ----------------------------
/s/ F. Dale Schoeneman Director March 26, 1998
- ----------------------------
/s/ Ronald C. Unterberger Director March 26, 1998
- ----------------------------
/s/ G. William Ward Director March 26, 1998
- ----------------------------
/s/ Ray L. Wolfe Director March 26, 1998
- ----------------------------
II-7
<PAGE>
KEYSTONE FINANCIAL, INC.
Financial Trust Corp Stock Option Plan of 1992
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
Exhibit
No. Description and Method of Filing
- --------------------------------------------------------------------------------
4.1 Restated Articles of Incorporation of the registrant, as amended
through July 29, 1996 (incorporated herein by reference to Exhibit
4.1 to the registrant's Registration Statement on Form S-4 No. 333-
02065).
4.2 Bylaws of the registrant, as amended to November 21, 1996
(incorporated herein by reference to Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
4.3 Keystone Financial, Inc. Series A Junior Participating Preferred
Stock Rights Agreement dated as of June 25, 1990 (incorporated
herein by reference to Exhibit 1 to the registrant's Form 8-A
Registration Statement dated January 25, 1990).
4.4 Amendment No. 1 to Series A Junior Participating Preferred Stock
Rights Agreement dated as of December 20, 1990 (incorporated herein
by reference to Exhibit 2 to the registrant's Form 8 Amendment
dated December 20, 1990).
5.1 Opinion of Reed Smith Shaw & McClay LLP as to the legality of the
shares being registered (filed herewith).
23.1 Consent of Reed Smith Shaw & McClay LLP (contained in their opinion
filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors (filed herewith).
23.3 Consent of Beard & Co., independent auditors (filed herewith).
24.1 Power of Attorney, contained on the signature page of this Regis-
tration Statement.
II-8
<PAGE>
Exhibit 5.1
REED SMITH SHAW & MCCLAY LLP
Writer's Direct Numbers: 435 Sixth Avenue
Phone 412-288-3310 Pittsburgh, Pennsylvania 15219-1886
Fax 412-288-3063 Phone: 412-288-3131
[email protected] Fax: 412-288-3063
March 26, 1998
Keystone Financial, Inc.
One Keystone Plaza
North Front and Market Streets
P.O. Box 3660
Harrisburg, PA 17105-3660
Re: Registration Statement on Form S-8 for the
Financial Trust Corp Stock Option Plan of 1992
----------------------------------------------
Gentlemen:
We have acted as counsel to Keystone Financial, Inc., a Pennsylvania
corporation (the "Corporation"), in connection with the above-captioned
Registration Statement (the "Registration Statement") relating to up to 57,187
shares of Common Stock, par value $2.00 per share, of the Corporation (the
"Common Stock") which may be issued upon exercise of stock options (the
"Options") granted by Financial Trust Corp. ("FTC") under its Stock Option Plan
of 1992 (the "Plan") and assumed by the Corporation in connection with the
merger of FTC into the Corporation. Either authorized but unissued or treasury
shares of Common Stock may be issued upon the exercise of the Options. In
rendering our opinion below, we have assumed that any previously issued shares
reacquired by the Corporation and reissued under the Options will have been duly
authorized, validly issued and fully paid at the time of their original
issuance.
In connection with this opinion, we have examined, among other things:
(1) forms of resolutions adopted by the Board of Directors of the
Corporation on March 26, 1998 authorizing the issuance of up to 57,187
shares of Common Stock upon exercise of the Options and reserving 57,187
shares of Common Stock for such purpose;
(2) the Restated Articles of Incorporation and Bylaws of the Corp-
oration, as amended to date; and
(3) a copy of the Plan under which the Options were granted,
together with the forms of the Notices of Grant of Stock Options
evidencing the Options (collectively, the "Stock Option Documents").
Based upon the foregoing and upon an examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we considered
necessary in order to enable us to furnish this opinion, and subject to the
assumption set forth above, we are pleased to advise you that in our opinion the
56,070 shares of Common Stock being registered and which may be issued by the
Corporation upon exercise of the Options have been duly authorized, and upon
such exercise and such issuance in accordance with the provisions of the Stock
Option Documents, such shares will be validly issued, fully paid and
nonassessable.
Harrisburg, PA McLean, VA Newark, NJ New York, NY Philadelphia, PA Princeton,
NJ Washington, DC
<PAGE>
REED SMITH SHAW & MCCLAY LLP
Keystone Financial, Inc. -2-
March 26, 1998
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Opinion."
Yours truly,
/s/ Reed Smith Shaw & McClay LLP
REED SMITH SHAW & McCLAY LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of Keystone Financial, Inc. pertaining to the Stock Option
Plan of 1992 of Financial Trust Corp of our report dated January 30, 1998, with
respect to the consolidated financial statements of Keystone Financial, Inc. and
subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 27, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Keystone Financial, Inc. pertaining to the Stock Option
Plan of 1992 of Financial Trust Corp of our report dated February 28, 1997 on
our audit of the consolidated financial statements of Financial Trust Corp and
subsidiaries for the year ended December 31, 1996, which report is included in
the Annual Report on Form 10-K of Keystone Financial, Inc. for the year ended
December 31, 1997.
/s/ Beard & Company, Inc.
BEARD & COMPANY, INC.
Reading, Pennsylvania
March 27, 1998
<PAGE>
