FORM 8-K
CURRENT REPORT
(As last amended in Real. N. 34-25113, eff. 1/30/95.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): April 29, 1997
Lake Ariel Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 2-85306 23-2244948
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) Id. No.)
Post Office Box 67, Lake Ariel, Pennsylvania 18436
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(717) 698-5695
Former name or former address, if changed from last report:
Not Applicable.
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
At the Annual Meeting of Shareholders of Lake Ariel
Bancorp, Inc. on April 29, 1997, the following
propositions were passed:
1. Bruce D. Howe and Peter O. Clauss were approved
as Class 2 Directors whose term will expire in
2000;
2. Parente, Randolph, Orlando, Carey & Associates,
Certified Public Accountants of Scranton,
Pennsylvania were appointed as the independent
auditors of the Corporation for the fiscal year
ending December 31, 1997; and
3. The Lake Ariel Bancorp, Inc. 1997 Stock Option
Plan was ratified.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
(i) Lake Ariel Bancorp, Inc.
1997 Stock Option Plan.
Item 8. Change in Fiscal Year.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
LAKE ARIEL BANCORP, INC.
(Registrant)
Date: May 7, 1997 Joseph J. Earyes,
Vice President and Treasurer
<PAGE>
LAKE ARIEL BANCORP, INC.
JUDGE(S) OF ELECTION REPORT AND CERTIFICATION
I (We) hereby certify that I (we) am (are) the Judge(s) of
Election of the Annual Meeting of Shareholders of Lake Ariel
Bancorp, Inc. (the Corporation) and that I (we) have been duly
appointed, duly sworn, and am presently serving in that capacity
in accordance with the By-Laws of the Corporation.
I (We) further certify that at the Annual Meeting of
Shareholders, held on Tuesday, April 29, 1997 at 11:00 a.m.,
prevailing time, duly called on notice as required by law,
including publication requirements, the following votes were cast
concerning the following matters:
FOR WITHHELD ABSTAIN
1. ELECTION OF
CLASS 2 DIRECTORS
Bruce D. Howe 1,221,386 4,747 0
Peter O. Clauss 1,220,565 5,568 0
2. Ratification of the Corporation's 1997 Stock Option Plan.
1,168,192 FOR 36,283 AGAINST 7,594 ABSTAIN 14,064 UNVOTED
3. Proposal to Ratify the Selection of Parente, Randolph,
Orlando, Carey and Associates, Certified Public Accountants of
Scranton, Pennsylvania, as the auditors for the Corporation for the
year ended December 31, 1997.
1,217,590 FOR 5,536 AGAINST 3,004 ABSTAIN 3 UNVOTED
LAKE ARIEL BANCORP, INC.
1997 STOCK OPTION PLAN
1. Definitions
As used in this Plan, the following definitions apply
to the terms indicated below:
A. "Board" means the Board of Directors of the
Company.
B. "Committee" means the Benefits/Compensation
Committee of the Board. The Committee shall consist of two or
more directors of the Company each of whom shall not be an
employee or officer of the Company or of its Parent or Subsidiary,
receive compensation directly or indirectly in an amount required
to be disclosed under Item 404(a) of Securities and Exchange
Commission Regulation S-K or have an interest in a transaction
requiring disclosure thereunder, or be engaged in a business
relationship requiring disclosure under Item 404(b) thereof.
C. "Company" means Lake Ariel Bancorp, Inc., a
Pennsylvania corporation.
D. "Fair Market Value" of a Share on a given day
means
(i) if the Shares are listed on a national
securities exchange or traded in the over-the-counter market and
sales prices are regularly reported for the Shares, the average of
the closing or last prices of the Shares on the Composite Tape or
other comparable reporting system for the 10 consecutive trading
days immediately preceding such date;
(ii) if the Shares are traded on the over-the-counter market,
but sales prices are not regularly reported for
the Shares for the 10 days referred to in (a) above, and if bid
and asked prices for the Shares are regularly reported, the
average of the mean between the bid and the asked price for the
Shares at the close of trading in the over-the-counter market for
such 10 days; and
(iii) if the Shares are neither listed on a
national securities exchange nor traded on the over-the-counter
market, such value as the Committee, in good faith, shall deter-
mine.
E. "Option" means a right to purchase Shares under
the terms and conditions of this Plan as evidenced by an option
certificate or agreement for Shares in such form, not inconsistent
with this Plan, as the Committee may adopt for general use or for
specific cases from time to time. Options shall not be incentive
stock options within the meaning of Section 422 of the Internal
Revenue Code.
F. "Optionee" means a person to whom an option has
been granted under this Plan.
G. "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company if, at the time of granting an Option, each of the corpo-
rations in the unbroken chain (other than the Company) owns stock
possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corpora-
tions in the chain.
H. "Plan" means this Lake Ariel Bancorp, Inc. 1997
Stock Option Plan, including any amendments to the Plan.
I. "Share" means a share of the Company's Common
Stock, par value $.42 per share, either now or hereafter owned by
the Company as treasury stock or authorized but unissued.
J. "Subsidiary" means any corporation (other than
the Company) in an unbroken chain of corporations beginning with
the Company if, at the time of granting an Option, each of the
corporations in the unbroken chain (other than the last corpora-
tion in the chain) owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in
one of the other corporations in the chain.
K. Options shall be deemed "granted" under this
Plan on the date on which the Committee, by appropriate action,
approves the grant of an Option hereunder or on such subsequent
date as the Committee may designate.
L. As used herein, the masculine includes the femi-
nine, the plural includes the singular, and the singular includes
the plural.
2. Purpose
The purposes of the Plan are as follows.
A. To secure for the Company and its stockholders
the benefits arising from share ownership by those officers and
key employees of the Company and its Subsidiaries who will be
responsible for the Company's future growth and continued success.
The Plan is intended to provide an incentive to officers and key
employees by providing them with an opportunity to acquire an
equity interest or increase an existing equity interest in the
Company, thereby increasing their personal stake in its continued
success and progress.
B. To enable the Company and its Subsidiaries to
obtain and retain the services of key employees, by providing such
key employees with an opportunity to acquire Shares under the
terms and conditions and in the manner contemplated by this Plan.
3. Plan Adoption and Term
A. This Plan shall become effective upon its
adoption by the Board, and Options may be issued upon such
adoption and from time to time thereafter; provided, however, that
the Plan shall be submitted to the Company's stockholders for
their approval at the next annual meeting of stockholders. If the
Plan is not approved by the affirmative vote of the holders of a
majority of all securities present in person or by proxy and
entitled to vote at a duly called stockholders' meeting at which a
quorum representing a majority of all such securities is present
and voting on this Plan, then this Plan and all Options then out-
standing under it shall forthwith automatically terminate and be
of no force and effect.
B. Subject to the provisions hereinafter contained
relating to amendment or discontinuance, this Plan shall continue
to be in effect for ten (10) years from the date of adoption of
this Plan by the Board. No Options may be granted hereunder
except within such period of ten (10) years.
4. Administration of Plan
A. This Plan shall be administered by the
Committee. Except as otherwise expressly provided in this Plan,
the Committee shall have authority to interpret the provisions of
the Plan, to construe the terms of any Option, to prescribe, amend
and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of Options granted hereunder,
and to make all other determinations in the judgment of the
Committee necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any Option in the
manner and to the extent it shall deem expedient to effectuate the
purposes and intent of the Plan and shall be the sole and final
judge of such expediency.
B. The Plan constitutes an element of the 1997
Incentive Bonus Plan of the Corporation. Each year's cash bonus
is determined by the extent to which financial targets for the
year are achieved by the Company. The Committee shall grant to
each participant in the Incentive Bonus Plan an Option with an
aggregate exercise price equal to the amount of cash bonus for the
year payable to the participant.
C. No member of the Committee or the Board shall be
liable for any action taken or omitted or any determination made
by him in good faith relating to the Plan, and the Company shall
indemnify and hold harmless each member of the Committee and each
other director or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan
has been delegated against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any act
or omission in connection with the Plan, unless arising out of
such person's own fault or bad faith.
D. Any power granted to the Committee either in
this Plan or by the Board, may at any time be exercised by the
Board, and any determination by the Committee shall be subject to
review and reversal or modification by the Board on its own
motion, except that the Board may not impair the rights of
Optionees under Options previously granted.
5. Eligibility
Officers and key employees of the Company and its
Subsidiaries shall be eligible for selection by the Committee to
be granted Options. An employee who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option
or Options if the Committee shall so determine.
6. Maximum Number of Shares
Subject to adjustment as provided in Paragraph 13
hereof, Options may be granted pursuant to the Plan for the
purchase of not more than 50,000 Shares; provided, however, that
if prior to the termination of the Plan, an Option shall expire or
terminate for any reason without having been exercised in full,
the unpurchased Shares subject thereto shall again be available
for the purposes of the Plan.
7. Option Price
The purchase price for each Share deliverable upon the
exercise of an Option shall be determined by the Committee, but
shall not be less than 100% of the Fair Market Value of such Share
on the date the Option is granted.
8. Duration of Options
Each Option and all rights thereunder shall expire and
the Option shall no longer be exercisable on a date not later than
ten (10) years from the date such Option was granted. Options may
expire and cease to be exercisable on such earlier date as the
Committee may determine at the time of grant. Options shall be
subject to termination before their expiration date as provided
herein.
9. Conditions Relating to Exercise of Options
A. Except as otherwise provided in paragraph 10
hereof, the Shares subject to any Option may be purchased at any
time during the term of the Option, unless, at the time an Option
is granted, the Committee shall have fixed a specific period or
periods in which exercise must take place. To the extent an
Option is not exercised when it becomes initially exercisable, or
is exercised only in part, the Option or remaining part thereof
shall not expire but shall be carried forward and shall be
exercisable until the expiration or termination of the Option.
Partial exercise as to whole Shares is permitted from time to
time, provided that no partial exercise of an Option shall be for
a number of Shares having a purchase price of less than $1000.
B. No Option shall be transferable by the Optionee
other than by will or by the laws of descent and distribution, and
Options shall be exercisable during the lifetime of an Optionee
only by such Optionee or by his guardian or legal representative.
C. Certificates for Shares purchased upon exercise
of Options shall be issued either in the name of the Optionee or
in the name of the Optionee and another person jointly with the
right of survivorship. Such certificates shall be delivered as
soon as practical following the date the Option is exercised.
D. An Option shall be exercised by the delivery to
the Company at its principal office, to the attention of its
Secretary, of written notice of the number of Shares with respect
to which the Option is being exercised, and of the name or names
in which the certificate for the Shares is to be issued, and by
paying the purchase price for the Shares and any withholding tax
required to be paid pursuant to paragraph 14 hereof. The purchase
price shall be paid in cash or by certified check or bank
cashier's check. Alternatively, to the extent permitted by the
Committee at or prior to the time of exercise and in its sole
discretion, the purchase price may be paid by delivering to the
Company Shares (in proper form for transfer and accompanied by all
requisite stock transfer tax stamps or cash in lieu thereof) owned
by the Optionee having a Fair Market Value equal to the purchase
price.
E. Notwithstanding any other provision in this
Plan, no Option may be exercised unless and until (i) this Plan
has been approved by the stockholders of the Company, and (ii) the
Shares to be issued upon the exercise thereof have been registered
under the Securities Act of 1933 and applicable state securities
laws, or are, in the opinion of counsel to the Company, exempt
from such registration. The Company shall not be under any
obligation to register under applicable Federal or state
securities laws any Shares to be issued upon the exercise of an
Option granted hereunder, or to comply with an appropriate
exemption from registration under such laws in order to permit the
exercise of an Option or the issuance and sale of Shares subject
to such Option. If the Company chooses to comply with such an
exemption from registration, the certificates for Shares issued
under the Plan may, at the direction of the Committee, bear an
appropriate restrictive legend restricting the transfer or pledge
of the Shares represented thereby, and the Committee may also give
appropriate stop-transfer instructions to the transfer agent of
the Company.
F. Any person exercising an Option or transferring
or receiving Shares shall comply with all regulations and require-
ments of any governmental authority having jurisdiction over the
issuance, transfer or sale of securities of the Company or over
the extension of credit for the purposes of purchasing or carrying
any margin securities, or the requirements of any stock exchange
on which the Shares may be listed, and as a condition to receiving
any Shares, shall execute all such instruments as the Committee in
its sole discretion may deem necessary or advisable.
G. Each Option shall be subject to the requirement
that if the Committee shall determine that the listing, registra-
tion or qualification of the Shares subject to such Option upon
any securities exchange or under any state or Federal law, or the
consent or approval of any governmental or regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the issuance or purchase of Shares
thereunder, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effective or obtained free of any condi-
tions not acceptable to the Committee.
10. Effect of Termination of Employment or Death
A. In the event of termination of an Optionee's
employment by reason of such Optionee's death, disability, or
retirement with the consent of the Board or in accordance with an
applicable retirement plan, any outstanding Option held by such
Optionee shall remain exercisable, only to the extent such Option
was exercisable immediately prior to such termination of
employment, at any time prior to its expiration date or, if
earlier, the first anniversary of such termination of the
Optionee's employment.
B. If the Company terminates an Optionee's employ-
ment, any outstanding Option held by such Optionee shall remain
exercisable, only to the extent such Option was exercisable
immediately prior to such termination of employment, at any time
prior to its expiration date or, if earlier, thirty (30) days
after such termination of the Optionee's employment by the Compa-
ny, except that the Committee may, in its discretion, elect to
permit exercise for a period ending on the earlier of the expira-
tion date of the Option and a date ninety (90) days after such
termination of the Optionee's employment by the Company as to the
total number of Shares purchasable under the Option as of the date
of termination.
C. In the event that an Optionee's employment
ceases for any reason other than death, disability, retirement
with the consent of the Board or in accordance with an applicable
retirement plan or termination by the Company, all rights of any
kind under any outstanding Option held by such Optionee shall
immediately lapse and terminate, except that the Committee may, in
its discretion, elect to permit exercise for a period ending on
the earlier of the expiration date of the Option and a date nine-
ty (90) days after the termination of employment as to the total
number of Shares purchasable under the Option as of the date of
termination.
D. Whether an authorized leave of absence or
absence in military or government service shall constitute
termination of employment shall be determined by the Committee.
Transfer of employment between the Company and a Subsidiary
corporation or between one Subsidiary corporation and another
shall not constitute termination of employment.
11. No Special Employment Rights
Nothing contained in the Plan or in any Option shall
confer upon any Optionee any right with respect to the continua-
tion of his or her employment by the Company or a Subsidiary or
interfere in any way with the right of the Company or a Subsid-
iary, subject to the terms of any separate employment agreement to
the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Optionee from the
rate in existence at the time of the grant of an Option.
12. Rights as a Shareholder
An Optionee shall have no rights as a shareholder with
respect to any Shares covered by an Option until the date of
issuance of a certificate to him for such Shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be
made for dividends or other rights for which the record date
occurs prior to the date of issuance of such certificate.
13. Anti-Dilution Provisions
A. In case the Company shall (i) declare a dividend
or dividends on its Shares payable in shares of its capital stock,
(ii) subdivide its outstanding Shares, (iii) combine its
outstanding Shares into a smaller number of Shares, or (iv) issue
any shares of capital stock by reclassification of its Shares
(including any such reclassification in connection with a consol-
idation or merger in which the Company is the continuing corpora-
tion), the number of Shares authorized under the Plan will be
adjusted proportionately. Similarly, in any such event, the
Committee may make such adjustments in the number of Shares
subject to unexercised Options and the option prices as it deems
equitable.
B. Each Optionee will be notified of any such
adjustment and any such adjustment, or the failure to make such
adjustment, shall be binding on the Optionee.
14. Withholding Taxes
Whenever an Option is to be exercised under the Plan,
the Company shall have the right to require the Optionee, as a
condition of exercise of the Option, to remit to the Company an
amount sufficient to satisfy the Company's (or a Subsidiary's)
Federal, state and local withholding tax obligation, if any, that
will, in the sole opinion of the Committee, result from the
exercise. In addition, the Company shall, at the election of the
Optionee, satisfy any such withholding tax obligation by retention
of Shares issuable upon such exercise having a Fair Market Value
on the date of exercise equal to the amount to be withheld.
15. Amendment of the Plan
The Board may at any time and from time to time termi-
nate or modify or amend the Plan in any respect, except that,
without shareholder approval, the Board may not (a) materially
increase the benefits accruing to participants under the Plan, (b)
increase the number of Shares which may be issued under the Plan,
or (c) modify the requirements as to eligibility for participation
under the Plan. The termination or modification or amendment of
the Plan shall not, without the consent of an Optionee, affect his
rights under an Option previously granted to him. With the
consent of the Optionee, the Board may amend an outstanding Option
in a manner not inconsistent with the Plan.
16. Miscellaneous
A. It is expressly understood that this Plan grants
powers to the Committee but does not require their exercise; nor
shall any person, by reason of the adoption of this Plan, be
deemed to be entitled to the grant of any Option; nor shall any
rights begin to accrue under the Plan except as Options may be
granted hereunder.
B. All expenses of the Plan, including the cost of
maintaining records, shall be borne by the Company.
17. Governing Law
This Plan and all rights hereunder shall be governed
by and interpreted in accordance with the laws of the Commonwealth
of Pennsylvania.
