As filed with the Securities and Exchange Commission on March 6,
1996.
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2237529
(State of Incorporation) (I.R.S. Employer Identification No.)
35 North Sixth Street
Reading, Pennsylvania 19601
(610) 655-2000
(Address and telephone number of principal executive offices)
United Counties Bancorporation 1989 Incentive Stock Option Plan
(Full title of the Plan)
Samuel A. McCullough With a copy to:
Chairman and Chief Joseph M. Harenza, Esquire
Executive Officer Stevens & Lee
Meridian Bancorp, Inc. P.O. Box 679
35 North Sixth Street 111 North Sixth Street
Reading, Pennsylvania 19601 Reading, Pennsylvania 19603
(610) 655-2000 (610) 478-2000
________________________________________________________________
(Name, address and telephone number of agent for service)
_________________________________________________________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
<S> <C> <C> <C> <C>
Common stock, 159,640 $52.06(1) $8,310,858.40(1) $2,865.81
$5.00 par value
per share
______________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Price reflects
the average of the bid and asked price for Registrant's
Common Stock as of March 4, 1996.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) Meridian's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(b) All other reports filed by Meridian pursuant to
Section 13(a) or 15(d) of the Exchange Act after
December 31, 1994.
All documents subsequently filed by Meridian pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
General
The authorized common stock of Meridian consists of
200,000,000 shares of common stock, par value $5.00 per share.
The holders of Meridian common stock are entitled to
share ratably in dividends when and if declared by the Meridian
Board of Directors from funds legally available therefor.
Each holder of Meridian common stock has one vote for
each share held of record on each matter presented for
consideration by Meridian shareholders. Meridian shareholders
are not entitled to cumulate votes in the election of directors.
The Meridian Board of Directors is divided into three
classes, each serving three-year terms, so that approximately
one-third of the directors of Meridian are elected at each annual
meeting of shareholders of Meridian. Classification of the
Meridian Board of Directors has the effect of decreasing the
number of directors that could be elected in a single year by any
person who seeks to elect its designees to a majority of the
seats on the Meridian Board of Directors and thereby could impede
a change in control of Meridian.
The holders of Meridian common stock have no preemptive
rights to acquire any additional shares of Meridian.
Meridian's Articles of Incorporation authorize the
Meridian Board of Directors to issue authorized shares of
Meridian common stock without shareholder approval. Meridian
common stock is included for quotation on the NASDAQ Stock
Market. As a result, in order to maintain such inclusion,
approval of Meridian's shareholders is required for the issuance
of additional shares of Meridian common stock or securities
convertible into Meridian common stock if the issuance of such
securities (1) is in connection with the acquisition of a
company, is not in connection with a public offering for cash,
and the securities issued have or will have voting power equal to
or in excess of 20% of the voting power outstanding before such
issuance; (2) is in connection with the acquisition of a company
in which a director, officer or substantial shareholder of
Meridian has a 5% or greater interest and the issuance of the
securities could result in an increase in outstanding common
stock or voting power of 5% or more; (3) is in connection with a
transaction other than a public offering at a price less than the
greater of book or market value, and will equal 20% or more of
the common stock or 20% or more of the voting power outstanding
before issuance; or (4) would result in a change in control of
Meridian. Under NASDAQ Stock Market rules, shareholder approval
is also required for the establishment of a stock option or
purchase plan in which stock may be acquired by officers and
directors other than a broadly-based plan in which other security
holders of Meridian or employees of Meridian participate.
In the event of liquidation, dissolution or winding-up
of Meridian, whether voluntary or involuntary, holders of
Meridian common stock will be entitled to share ratably in any of
its assets or funds that are available for distribution to its
shareholders after the satisfaction of its liabilities (or after
adequate provision is made therefor) and after payment of any
liquidation preferences of any outstanding Meridian Preferred
Stock.
Shareholder Rights Plan
Each share of Meridian Common Stock has attached to it
one right (a "Meridian Right") issued pursuant to a Rights
Agreement dated July 25, 1989, as amended June 28, 1994 and
October 10, 1995 (the "Meridian Rights Agreement"). Each
Meridian Right will initially entitle a holder to buy one unit of
a newly authorized series of junior participating preferred stock
at an exercise price of $85.00. The Meridian Rights become
exercisable if a person, group or other entity acquires (with
certain exceptions) or announces a tender offer for 19.9% or more
of either the Meridian common stock outstanding or voting
securities representing a minimum of 19.9% of Meridian's total
voting power. They can also be exercised if a person or group
who has become a beneficial owner of at least 4.9% (with certain
exceptions) of the Meridian common stock outstanding or total
voting power is declared by Meridian's Board of Directors to be
an "adverse person" (as defined in the Meridian Rights
Agreement). After the Meridian Rights become exercisable, the
Meridian Rights (other than rights held by a 19.9% beneficial
owner or an "adverse person") will entitle the holders to
purchase, under certain circumstances, either Meridian common
stock or common stock of the potential acquiror at a
substantially reduced price. Meridian is generally entitled to
redeem the Meridian Rights at $.001 per Meridian right at any
time until the tenth business day following public announcement
that a 19.9% position has been acquired. The Meridian Rights are
not redeemable following an "adverse person" determination. The
Meridian Rights expire on July 25, 1999.
Special Charter and Pennsylvania Corporate Law Provisions
Meridian's articles of incorporation and bylaws contain
certain provisions which may have the effect of deterring or
discouraging, among other things, a nonnegotiated tender or
exchange offer for Meridian stock, a proxy contest for control of
Meridian, the assumption of control of Meridian by a holder of a
large block of Meridian's stock and the removal of Meridian's
management. These provisions: (1) empower the Meridian Board of
Directors, without shareholder approval, to issue Meridian
Preferred Stock the terms of which, including voting power, are
set by the Meridian Board; (2) divide the Meridian Board of
Directors into three classes serving staggered three-year terms;
(3) restrict the ability of shareholders to remove directors;
(4) require that shares with at least 80% of total voting power
approve mergers and other similar transactions with a person or
entity holding stock with more than 5% of Meridian's voting
power, if the transaction is not approved, in advance, by the
Meridian Board of Directors; (5) prohibit shareholders' actions
without a meeting; (6) require that shares with at least 80%, or
in certain instances two-thirds, of total voting power approve
repeal or amendment of certain provisions of Meridian's articles
of incorporation; (7) require any person who acquires stock of
Meridian with voting power of 25% or more to offer to purchase
for cash all remaining shares of Meridian's voting stock at the
highest price paid by such person for shares of Meridian's voting
stock during the preceding year; (8) eliminate cumulative voting
in elections of directors; (9) require that shares with at least
two-thirds of total voting power approve repeal or amendment of
Meridian's bylaws; and (10) require advance notice of nominations
for the election of directors and the presentation of shareholder
proposals at meetings of shareholders.
The Pennsylvania Business Corporation Law of 1988 (the
"PaBCL") contains certain provisions applicable to Meridian which
may have similar effects.
Item 5. Interests of Named Experts and Counsel.
The validity of the Meridian Common Stock to be issued
pursuant to the Plan and certain other legal matters relating to
the Plan are being passed upon for Meridian by the law firm of
Stevens & Lee, P.C., 111 North Sixth Street, Reading,
Pennsylvania 19601, special counsel to Meridian. Sidney D.
Kline, Jr., a director of Meridian, is a principal of Stevens &
Lee. Certain attorneys at Stevens & Lee and members of their
immediate families own or have investment discretion with respect
to an aggregate of less than 75,000 shares of Meridian Common
Stock.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The bylaws of Meridian provide for (1) indemnification of
directors, officers, employees and agents of Meridian and its
subsidiaries and (2) the elimination of a director's liability
for monetary damages, to the fullest extent permitted by
Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by Meridian.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 United Counties Bancorporation 1989 Incentive Stock
Option Plan. (Incorporated herein by reference to
Exhibit 28(a) to the Registration Statement
No. 33-28155 on Form S-8 of United Counties
Bancorporation.)
4.2 Form of United Counties Bancorporation 1989 Incentive
Stock Option Agreement. (Incorporated herein by
reference to Exhibit 28(b) to the Registration
Statement No. 33-28155 on Form S-8 of United Counties
Bancorporation.)
4.2 Rights Agreement dated July 25, 1989, between Meridian
Bancorp, Inc. and Meridian Bank, as Rights Agent.
(Incorporated herein by reference to Meridian's
Registration Statement on Form 8-A filed August 14,
1989.)
4.2 Amendment to Rights Agreement, dated as of June 28,
1994, between Meridian Bancorp, Inc. and Meridian Trust
Company, as Rights Agent. (Incorporated herein by
reference to Exhibit 2.2 of Amendment No. 1, filed
July 25, 1994, to the Registration Statement on
Form 8-A of the Registrant, filed August 14, 1989.)
4.3 Amendment to Rights Agreement, dated as of October 10,
1995, between Meridian Bancorp, Inc. and Meridian Trust
Company. (Incorporated herein by reference to
Exhibit 2.3 to Amendment No. 2 on Form 8-A/A, dated
November 6, 1995, to the Registration Statement on
Form 8-A dated August 11, 1989 of Meridian Bancorp,
Inc.)
4.6 Articles of Incorporation of Meridian Bancorp, Inc., as
amended. (Incorporated herein by reference to Exhibit
3.2 to Meridian's Annual Report on Form 10-K for the
year ended December 31, 1994.)
4.7 Bylaws of Meridian Bancorp, Inc., as amended.
(Incorporated herein by reference to Exhibit 3.2 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991.)
2.1 Agreement and Plan of Merger, dated as of October 10,
1995, by and between Meridian Bancorp, Inc. and
CoreStates Financial Corp. (Incorporated herein by
reference to Exhibit 99.2 to the Current Report on
Form 8-K, dated October 10, 1995, of Meridian Bancorp,
Inc.)
5. Opinion of Stevens & Lee re: Legality of common stock
being registered.
24.1 Consent of KPMG Peat Marwick, Certified Public
Accountants.
24.2 Consent of Stevens & Lee. (Included in Exhibit 5 to
this Registration Statement.)
25. Power of Attorney. (Included on signature page to this
Registration Statement.)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by the
Registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that is incorporated herein by
reference;
(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, unless the information required to
be included in such post-effective amendment is contained in
a periodic report filed by the Registrant pursuant to
section 13 or 15(d) of the Securities Exchange Act of 1934
that is incorporated herein by reference;
(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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liability (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 Act and will be governed by the final adjudication of such
issue.<PAGE>
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 the City of Reading, Commonwealth of Pennsylvania,
on this 27th day of February, 1996.
MERIDIAN BANCORP, INC.
By /s/Samuel A. McCullough
Samuel A. McCullough,
Chairman and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Samuel A.
McCullough and David E. Sparks, and each of them, his true and
lawful attorney-in-fact, as agent with full power of substitution
and resubstitution for him and in his name, place and stead, in
any and all capacity, to sign any or all 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 such
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 Title Date
<S> <C> <C>
/s/Samuel A. McCullough Chairman, Chief February 27, 1996
Samuel A. McCullough Executive Officer
and Director
(Principal
Executive
Officer)
/s/David E. Sparks Vice Chairman February 27, 1996
David E. Sparks and Chief
Financial Officer
(Principal
Financial and
Accounting
Officer)
/s/DeLight E. Breidegam, Jr. Director February 27, 1996
DeLight E. Breidegam, Jr.
/s/Thomas F. Burke, Jr. Director February 27, 1996
Thomas F. Burke, Jr.
/s/Robert W. Cardy Director February 27, 1996
Robert W. Cardy
/s/Harry Corless Director February 27, 1996
Harry Corless
/s/William D. Davis Director February 27, 1996
William D. Davis
____________________________ Director February 27, 1996
Julius W. Erving
/s/Fred D. Hafer Director February 27, 1996
Fred D. Hafer
/s/Lawrence C. Karlson Director February 27, 1996
Lawrence C. Karlson
/s/Ezekiel S. Ketchum Director February 27, 1996
Ezekiel S. Ketchum
/s/Sidney D. Kline, Jr. Director February 27, 1996
Sidney D. Kline, Jr.
/s/George W. Leighow Director February 27, 1996
George W. Leighow
____________________________ Director February 27, 1996
Joseph F. Paquette, Jr.
/s/Daniel H. Polett Director February 27, 1996
Daniel H. Polett
/s/Lawrence R. Pugh Director February 27, 1996
Lawrence R. Pugh
/s/Paul R. Roedel Director February 27, 1996
Paul R. Roedel
/s/Wilmer R. Schultz Director February 27, 1996
Wilmer R. Schultz
____________________________ Director February 27, 1996
Robert B. Seidel
/s/Judith M. von Seldeneck Director February 27, 1996
Judith M. von Seldeneck
/s/George Strawbridge, Jr. Director February 27, 1996
George Strawbridge, Jr.
/s/Anita A. Summers Director February 27, 1996
Anita A. Summers
/s/Earle A. Wootton Director February 27, 1996
Earle A. Wootton
<PAGE>
EXHIBIT INDEX
Exhibit
4.1 United Counties Bancorporation 1989 Incentive Stock
Option Plan. (Incorporated herein by reference to
Exhibit 28(a) to the Registration Statement
No. 33-28155 on Form S-8 of United Counties
Bancorporation.)
4.2 Form of United Counties Bancorporation 1989 Incentive
Stock Option Agreement. (Incorporated herein by
reference to Exhibit 28(b) to the Registration
Statement No. 33-28155 on Form S-8 of United Counties
Bancorporation.)
4.2 Rights Agreement dated July 25, 1989, between Meridian
Bancorp, Inc. and Meridian Bank, as Rights Agent.
(Incorporated herein by reference to Meridian's
Registration Statement on Form 8-A filed August 14,
1989.)
4.2 Amendment to Rights Agreement, dated as of June 28,
1994, between Meridian Bancorp, Inc. and Meridian Trust
Company, as Rights Agent. (Incorporated herein by
reference to Exhibit 2.2 of Amendment No. 1, filed
July 25, 1994, to the Registration Statement on
Form 8-A of the Registrant, filed August 14, 1989.)
4.3 Amendment to Rights Agreement, dated as of October 10,
1995, between Meridian Bancorp, Inc. and Meridian Trust
Company. (Incorporated herein by reference to
Exhibit 2.3 to Amendment No. 2 on Form 8-A/A, dated
November 6, 1995, to the Registration Statement on
Form 8-A dated August 11, 1989 of Meridian Bancorp,
Inc.)
4.6 Articles of Incorporation of Meridian Bancorp, Inc., as
amended. (Incorporated herein by reference to Exhibit
3.2 to Meridian's Annual Report on Form 10-K for the
year ended December 31, 1994.)
4.7 Bylaws of Meridian Bancorp, Inc., as amended.
(Incorporated herein by reference to Exhibit 3.2 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991.)
2.1 Agreement and Plan of Merger, dated as of October 10,
1995, by and between Meridian Bancorp, Inc. and
CoreStates Financial Corp. (Incorporated herein by
reference to Exhibit 99.2 to the Current Report on
Form 8-K, dated October 10, 1995, of Meridian Bancorp,
Inc.)
5. Opinion of Stevens & Lee re: Legality of common stock
being registered.
24.1 Consent of KPMG Peat Marwick, Certified Public
Accountants.
24.2 Consent of Stevens & Lee. (Included in Exhibit 5 to
this Registration Statement.)
25. Power of Attorney. (Included on signature page to this
Registration Statement.)
</TABLE>
EXHIBIT 5
March 6, 1996
Board of Directors
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, Pennsylvania 19601
Re: United Counties Bancorporation 1989 Incentive Stock Option
Plan -- Registration Statement on Form S-8
Gentlemen:
You have asked us to provide you with our opinion as to
whether the shares of common stock, par value $5.00 per share, of
Meridian Bancorp, Inc., a Pennsylvania corporation (the
"Company"), which may be issued pursuant to the Registration
Statement on Form S-8 (the "Registration Statement") with respect
to the United Counties Bancorporation 1989 Incentive Stock Option
Plan (the "Plan") filed under the Securities Act of 1933, will be
validly issued, fully paid and nonassessable.
In connection with this matter, we, as counsel to the
Company, have reviewed the following documents:
(1) the Pennsylvania Business Corporation of 1988, as
amended;
(2) the Company's Articles of Incorporation;
(3) the Company's Bylaws; and
(4) the Plan.
Based upon such review of the foregoing, it is our opinion
that, provided the shares of the Company's common stock issued
under the Registration Statement are sold pursuant to the
provisions of the Plan, such shares will, when so issued, be duly
and validly issued under Pennsylvania law, and will be fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 which the
Company is filing in connection with the Plan. In giving this
consent, however, we do not acknowledge or admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
EXHIBIT 24.1
KPMG PEAT MARWICK LLP
1600 Market Street
Philadelphia, Pennsylvania 19103-7212
The Board of Directors
Meridian Bancorp, Inc.:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Meridian Bancorp, Inc. of
our report on the consolidated financial statements included in
the 1994 Annual Report on Form 10-K of Meridian Bancorp, Inc.
The report of KPMG Peat Marwick LLP covering the aforementioned
financial statements contains an explanatory paragraph which
discusses that the Company adopted the provisions of the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments
in Debt and Equity Securities, and No. 112, Employers' Accounting
for Postemployment Benefits, in 1994 and No. 106, Employers'
Accounting Postretirement Benefits Other Than Pensions, and
No. 109, Accounting for Income Taxes in 1993.
/s/KPMG Peat Marwick LLP
March 4, 1996
Philadelphia, Pennsylvania
