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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Meridian Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2237529
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
35 North Sixth Street, Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
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Item 1 of the registrant's Registration Statement on
Form 8-A dated August 11, 1989 (the "Registration Statement") is
hereby amended and restated to read in its entirety as follows:
Item 1. Description of Registrant's Securities to be
Registered.
On July 25, 1989, the Board of Directors of Meridian
Bancorp, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of the Company's common
stock, par value $5.00 per share (the "Common Stock"), to
shareholders of record at the close of business on August 7,
1989. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series C Junior
Participating Preferred Stock, $25.00 par value (the "Preferred
Stock"). On June 28, 1994, the Board of Directors of the Company
approved certain amendments to the Rights Agreement which
(i) extend the terms of the Rights Agreement to July 25, 1989,
(ii) delete from the Rights Agreement a provision that required a
shareholder vote on whether to redeem Rights under certain
limited circumstances, and (iii) increase the Purchase Price from
$85.00 to $110.00. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement"), dated
as of July 25, 1989, between the Company and Meridian Trust
Company, as Rights Agent, and an Amendment to Rights Agreement,
dated as of June 28, 1994 (the "Amendment"), between the Company
and the Rights Agent. The following describes the Rights
Agreement, as amended.
Initially, the Rights will be evidenced by Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, 19.9% or more of the outstanding shares of
Common Stock or voting securities representing 19.9% or more of
the total voting power of the Company (the "Stock Acquisition
Date"), (ii) 10 business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group
acquiring 19.9% or more of such outstanding shares of Common
Stock or total voting power, or (iii) 10 business days following
the determination by the Board of Directors, after reasonable
inquiry and investigation, including consultation with such
persons as such directors shall deem appropriate, that, with
respect to any person who has, alone or together with his
affiliates or associates, acquired 4.9% or more of such
outstanding shares of Common Stock or total voting power of the
Company (without regard for this purpose to shares owned
continuously for the eighteen consecutive months prior to such
determination), such beneficial ownership by such person is
intended to cause the Company to repurchase the voting securities
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person (and not
stockholders generally) with short-term financial gain under
circumstances where the Board determines that the best long-term
interests of the Company and its stockholders would not be served
by taking such action or entering into such transaction or
transactions at that time (any such person being referred to
herein and in the Rights Agreement as an "Adverse Person").
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after August 7, 1989,
will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on July 25, 1999,
unless earlier redeemed as described below. Pursuant to the
Rights Agreement, the Company reserves the right to require prior
to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise provided in the Rights
Agreement or determined by the Board of Directors, only shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that (i) a person becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of
the Company's voting securities which at least a majority of the
Continuing Directors determines to be fair to and otherwise in
the best interests of the Company and its stockholders), (ii) an
Acquiring Person engages in one or more "self-dealing"
transactions as defined in the Rights Agreement, (iii) the
Company is the surviving corporation in a merger with an
Acquiring Person, (iv) during such time that there exists an
Acquiring Person, a recapitalization or reverse stock split
occurs which results in such Acquiring Person's proportionate
ownership interest being increased by more than 1%, or (v) any
person is determined to be an Adverse Person (any of the
foregoing, a "Flip-in Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property, or other
securities of the Company) having a value (based on the lowest
closing price of the Common Stock during the twelve-month period
preceding the Flip-in Event) equal to two times the exercise
price of the Right. Notwithstanding the foregoing, following the
occurrence of a Flip-in Event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or an Adverse Person
(or by certain related parties) will be null and void. Rights
are not exercisable following the occurrence of a Flip-in Event,
however, until such time as the Rights are no longer redeemable
by the Company as set forth below.
For example, at an exercise price of $110.00 per Right,
each Right not owned by an Acquiring Person or an Adverse Person
(or by certain related parties) following a Flip-in Event would
entitle its holder to purchase $220.00 worth of Common Stock
based on the lowest closing price of the Common Stock during the
twelve-month period preceding the Flip-in Event (or other
consideration, as noted above) for $110.00. Assuming that the
lowest closing price of the Common Stock during such period was
$55.00, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for $110.00.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation (other than a merger which follows
an offer for all outstanding voting securities of the Company,
which at least a majority of the Continuing Directors determines
to be fair to and otherwise in the best interests of the Company
and its stockholders, and the merger price is not less than, and
the form of consideration is the same as, that paid in the tender
or exchange offer) or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in
this paragraph and in the second preceding paragraph are referred
to as "Triggering Events."
The Purchase Price payable and the amount of Preferred
Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination, or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional shares of
Preferred Stock will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of
exercise.
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.001 per Right (payable in cash,
Common Stock, or other consideration deemed appropriate as
determined by the Board of Directors). At any time prior to the
date the Rights would otherwise become nonredeemable, a majority
of the Continuing Directors may extend the period for redemption.
The Company's right of redemption may be reinstated if an
Acquiring Person reduces such Person's beneficial or total voting
power ownership to 10% or less of the outstanding shares of
Common Stock or total voting power in a transaction or series of
transactions not involving the Company and there is then no other
Acquiring Person. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.001 redemption price. Notwithstanding the
foregoing, the Board of Directors may not redeem the Rights
following a determination that any person is an Adverse Person.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person, an Adverse Person, or an
affiliate or associate of an Acquiring Person or Adverse Person,
or any representative of the foregoing entities.
At any time after the occurrence of a Flip-in Event,
the Board of Directors may exchange the Rights (other than Rights
owned by an Acquiring Person or an Adverse Person or an affiliate
or an associate of any such person, which have become void), in
whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the
equivalent value, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the
acquiring company as set forth above, or are exchanged as
provided in the preceding paragraph.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person or Adverse Person or an
affiliate or associate of any such person), or to shorten or
lengthen any time period under the Rights Agreement; however, no
amendment to adjust the time period governing redemption shall be
made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated August 7, 1989. A copy
of the Amendment is filed as Exhibit 2.2 hereto. Copies of the
Rights Agreement and the Amendment are available free of charge
from the Rights Agent. This summary description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement and the Amendment, which are
incorporated herein by reference.
Item 2 of the Registration Statement is hereby amended and
restated in its entirety as follows:
Item 2. Exhibits.
Exhibit Number Description
1 Form of Rights Certificate (included at
Exhibit B to the Rights Agreement dated as of
July 25, 1989 between Meridian Bancorp, Inc.
and Meridian Trust Company, as Rights Agent
("Rights Agreement") -- see Exhibit 2.1 hereof.
Pursuant to the Rights Agreement, Rights will
not be distributed until after the Distribution
Date (as defined in the Rights Agreement).
Incorporated by reference to Exhibit 1 of the
Registration Statement.
2.1 Rights Agreement. Incorporated by reference to
Exhibit 2.2 of the Registration Statement.
2.2 Amendment to Rights Agreement, dated as of
June 28, 1994, between Meridian Bancorp, Inc.
and Meridian Trust Company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: July 25, 1994 MERIDIAN BANCORP, INC.
By/s/ Samuel A. McCullough
Samuel A. McCullough,
Chairman and
Chief Executive Officer
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of June 28, 1994, to the Rights
Agreement, dated as of July 25, 1989 (the "Rights Agreement"),
between MERIDIAN BANCORP, INC., a Pennsylvania business
corporation (the "Company") and MERIDIAN TRUST COMPANY, a
Pennsylvania trust company, as Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, the existing Rights Agreement between the
Company and the Rights Agent expires by its terms on July 25,
1994;
WHEREAS, no Distribution Date (as defined in the Rights
Agreement) has occurred;
WHEREAS, the Board of Directors deems it advisable and
in the best interests of the Company to extend the expiration
date of the Rights Agreement to July 25, 1999, and to make
certain other changes in the Rights Agreement as set forth
herein; and
WHEREAS, the Board of Directors of the Company has
adopted, in accordance with Section 27 of the Rights Agreement, a
resolution approving this Amendment and directing the appropriate
officers of the Company to take all appropriate steps to execute
and put into effect this Amendment and an appropriate officer of
the Company has provided a certificate to the Rights Agent as
provided for in such Section 27.
NOW, THEREFORE, in consideration of the premises and
covenants set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Sections 7(a) and 7(b) of the Rights Agreement are
hereby amended to read in their entirety as follows:
"(a) Subject to Section 7(e) hereof, the
registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein including, without
limitation, the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii), and Section
23(a) hereof) in whole or in part at any time after the
Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly
executed, to the Rights Agent at the principal office
or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one
one-hundredths of a share (or other securities, cash,
or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to
the earliest of (i) the close of business on July 25,
1999 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23
hereof (the earlier of (i) and (ii) being herein
referred to as the "Expiration Date"), or (iii) the
time at which such Rights are exchanged as provided in
Section 24 hereof.
(b) The Purchase Price for each one one-
hundredth of a share of Preferred Stock pursuant to the
exercise of a Right shall initially be $110.00, and
shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be
payable in accordance with paragraph (c) below."
2. Section 23 of the Rights Agreement is hereby
amended to read in its entirety as follows:
"Section 23. Redemption and Termination.
(a) The Board of Directors of the
Company may, at its option, at any time prior to the
earlier of (i) the close of business on the tenth
Business Day following the Stock Acquisition Date (or
such later date as may be determined by a majority of
the Continuing Directors; provided, however, that such
date shall not be extended at such time as the Rights
are not then redeemable), or (ii) the Final Expiration
Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $.001 per
Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend, or similar
transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the
"Redemption Price"); provided, however, that if,
following the occurrence of the Stock Acquisition Date
and following the expiration of the right of redemption
hereunder but prior to any Triggering Event, (i) a
Person who is an Acquiring Person shall have
transferred or otherwise disposed of a number of shares
of Common Stock in one transaction or series of
transactions, not directly or indirectly involving the
Company or any of its Subsidiaries, such that such
Person is thereafter a Beneficial Owner of 10% or less
of the outstanding shares of Common Stock or Voting
Securities representing 10% or less of Total Voting
Power, and (ii) there are no other Persons, immediately
following the occurrence of the event described in
clause (i), who are Acquiring Persons, then the right
of redemption shall be reinstated and thereafter be
subject to the provisions of this Section 23.
Notwithstanding the foregoing, the Board of Directors
may not redeem any Rights following a determination
pursuant to Section 11(a)(ii)(B) that any Person is an
Adverse Person.
(b) Notwithstanding anything contained
in this Agreement to the contrary, the Rights shall not
be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right
of redemption hereunder has expired. The Company may,
at its option, pay the Redemption Price in cash, shares
of Common Stock (based on the "current market price,"
as defined in Section 11(d)(i) hereof, of the Common
Stock at the time of redemption), or any other form of
consideration deemed appropriate by the Board of
Directors. Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the
Rights, and without any further action and without any
notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price for each Right
so held. The Company shall promptly give public notice
of such redemption and notice to the Rights Agent;
provided, however, the failure to give, or any defect
in, any such notice shall not affect the validity of
such redemption. Within 10 days after such action of
the Board of Directors ordering the redemption of the
Rights, the Company shall mail a notice to all holders
of the then outstanding Rights at each holder's last
address as it appears upon the registry books of the
transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice.
Each such notice of redemption will state the method by
which the payment of the Redemption Price will be
made."
3. Section 27 of the Rights Agreement is hereby
amended to change the word "penultimate" appearing therein to
"last."
4. Section 1(p) of the Agreement (relating to the
definition of "Offer") is hereby amended to read in its entirety
as follows:
"(p) Intentionally omitted."
5. The seventh full paragraph of Exhibit B to the
Rights Agreement (relating to redemption of Rights by stockholder
vote) is hereby deleted.
6. On or after the date hereof, each reference in the
Rights Agreement (including the Exhibits thereto) to "This
Agreement," "hereunder," "herein" or words of like import shall
mean and be a reference to the Rights Agreement as amended hereby
and all Exhibits thereto shall be deemed to be amended to reflect
the amendments made hereby.
7. This Amendment shall be effective as of the date
of its execution and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
8. Capitalized terms which are used but not defined
herein shall have the meaning ascribed to such terms in the
Rights Agreement.
9. If any term, provision, covenant, or restriction
of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions
of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.
10. This Amendment shall be deemed to be a contract
made under the laws of the Commonwealth of Pennsylvania and for
all purposes shall be governed by and construed in accordance
with the laws of the Commonwealth applicable to contracts made
and to be performed entirely within the Commonwealth.
11. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
above written.
MERIDIAN BANCORP, INC.
By/s/ Samuel A. McCullough
Attest:/s/ William L. Gaunt
MERIDIAN TRUST COMPANY
By/s/ George W. Grosz
Attest:/s/ David Rittenhouse
