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(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
____________
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)
____________
2000 EMPLOYEE STOCK PURCHASE PLAN
(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)
____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock, $2.00 par value 250,000 shs. $21.50 $5,375,000 $1,419
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</TABLE>
* Pursuant to Rules 457(h) and 457(c), the offering price of the shares
covered by the registration statement is estimated solely for purposes of
calculating the registration fee and is based on the average of the reported
high and low sale prices for the registrant's Common Stock in the NASDAQ
National Market System on May 31, 2000.
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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 7, 1998, 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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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
consisting 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
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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.
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.
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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 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-9.
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");
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(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.
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Harrisburg, Pennsylvania, on the 26th day of May, 2000.
KEYSTONE FINANCIAL, INC.
By /s/ Carl L. Campbell
---------------------------------
Carl L. Campbell, Chairman,
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Carl L. Campbell Chairman, President, Chief May 26, 2000
------------------------------------------ Executive Officer and Director
Carl L. Campbell
/s/ Mark L. Pulaski Director May 30, 2000
------------------------------------------
Mark L. Pulaski
/s/ Donald F. Holt Executive Vice President, Chief May 31, 2000
------------------------------------------ Financial Officer and Principal
Donald F. Holt Accounting Officer
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ A. Joseph Antanavage Director May 26, 2000
------------------------------------------
A. Joseph Antanavage
/s/ Harold L. Brake Director May 30, 2000
------------------------------------------
Harold L. Brake
/s/ George T. Brubaker Director May 27, 2000
------------------------------------------
George T. Brubaker
/s/ Paul I. Detwiler, Jr. Director May 30, 2000
------------------------------------------
Paul I. Detwiler, Jr.
/s/ Donald Devorris Director May 30, 2000
------------------------------------------
Donald Devorris
/s/ Gerald E. Field Director May 30, 2000
------------------------------------------
Gerald E. Field
/s/ Philip C. Herr, II Director May 26, 2000
------------------------------------------
Philip C. Herr, II
/s/ Allan W. Holman Director May 30, 2000
------------------------------------------
Allan W. Holman
/s/ Richard G. King Director May 30, 2000
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Richard G. King
/s/ Uzal H. Martz, Jr. Director May 26, 2000
------------------------------------------
Uzal H. Martz, Jr.
/s/ Max A. Messenger Director May 30, 2000
------------------------------------------
Max A. Messenger
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ William L. Miller Director May 30, 2000
------------------------------------------
William L. Miller
/s/ Don A. Rosini Director May 26, 2000
------------------------------------------
Don A. Rosini
/s/ James I. Scheiner Director May 26, 2000
------------------------------------------
James I. Scheiner
/s/ F. Dale Schoeneman Director May 30, 2000
------------------------------------------
F. Dale Schoeneman
/s/ Ronald C. Unterberger Director May 30, 2000
------------------------------------------
Ronald C. Unterberger
Director May , 2000
------------------------------------------
G. William Ward
Director May , 2000
------------------------------------------
Ray L. Wolfe
</TABLE>
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KEYSTONE FINANCIAL, INC.
_______________
2000 Employee Stock Purchase Plan
_______________
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit
No. Description and Method of Filing
------- ----------------------------------------------------------------------------------------
<S> <C>
4.1 Restated Articles of Incorporation of the registrant, as amended through May 19, 1997
(incorporated herein by reference to Exhibit 3 to the registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999).
4.2 Bylaws of the registrant, as amended to November 19, 1998 (incorporated herein by
reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
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).
24.1 Power of Attorney, contained on the signature page
</TABLE>
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