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): May 14, 1996
_______________________________
Comm Bancorp, Inc.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 0-17455 23-2242292
_______________________________ ________________ ________________________
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) Identification No.)
521 Main Street, Forest City, Pennsylvania 18421
__________________________________________ _____________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717)785-3181
_____________________________
Former name or former address, if changed from last report:
Not Applicable.
Page 1 of 8
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.
Not Applicable.
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.
_________
(3)(i) Articles of incorporation of the Company,
as amended as of March 31, 1996
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.
COMM BANCORP, INC.
__________________
(Registrant)
Date: May 14, 1996 /s/ Scott A. Seasock
_______________________
Scott A. Seasock
Chief Financial Officer
EXHIBIT 3(i)
ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED MARCH 31, 1996.
COMM BANCORP, INC.
AMENDED ARTICLES OF INCORPORATION
AS OF MAY 9, 1996
1. Corporation's Name
__________________
The name of the corporation is Comm Bancorp, Inc.
2. Corporation's Address
_____________________
The address of this corporation's current registered office in this
Commonwealth and the county of venue is 521 Main Street, Forest City,
Pennsylvania 18421, Susquehanna County.
3. Incorporation
_____________
This corporation is incorporated under the provisions of the Business
Corporation Law of 1933, as amended.
4. Number of Shares
________________
The aggregate number of shares which the corporation shall have authority
to issue is twelve million (12,000,000) shares of Common Stock of the par
value of thirty-three cents ($.33) per share (the "Common Stock").
5. Incorporator's Names and Addresses
__________________________________
The name and address of each incorporator and the number and class of
shares subscribed to by each incorporation is: Gerald B. Franceski, 519
Lackawanna Street, Forest City, Pennsylvania 18421, 1 share Common Stock;
William F. Farber, Sr., Box 492, R.D.#1, Carbondale, Pennsylvania 18407, 1
share Common Stock; and Michael Sterchak, D.D.S., 413 Main Street, Forest
City, Pennsylvania 18421, 1 share Common Stock.
6. Existence Term
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The term of existence of this corporation is perpetual.
7. Articles Effective Date
_______________________
These articles of incorporation are to be effective on the date of filing
with the Department of State of the Commonwealth of Pennsylvania.
8. Cumulative Voting Rights
________________________
Cumulative voting rights shall not exist with respect to the election of
directors.
9. Opposition of Tender (or other offer)
_____________________________________
A. The Board of Directors may, if it deems it advisable, oppose a tender,
or other offer for the corporation's securities, whether the offer is
in cash or in securities of a corporation or otherwise. When
considering whether to oppose an offer, the Board of Directors may,
but it is not legally obligated to, consider any pertinent issues; by
way of illustration, but not of limitation, the Board of Directors
may, but shall not be legally obligated to, consider any and all of
the following:
(1) Whether the offer price is acceptable based on the historical and
present operating results or financial condition of the
corporation.
(2) Whether a more favorable price could be obtained for the
corporation's securities in the future.
(3) The impact which an acquisition of the corporation would have on
its employees, depositors and customers of the corporation and
its subsidiaries in the community which they serve.
(4) The reputation and business practices of the offeror and its
management and affiliates as they would affect the employees,
depositors and customers of the corporation and its subsidiaries
and the future value of the corporation's stock.
(5) The value of the securities, if any, which the offeror is
offering in exchange for the corporation's securities, based on
an analysis of the worth of the corporation as compared to the
corporation or other entity whose securities are being offered.
(6) Any antitrust or other legal and regulatory issues that are
raised by the offer.
B. If the Board of Directors determines that an offer should be rejected,
it may take any lawful action to accomplish its purpose including, buy
not limited to, any and all of the following: advising shareholders
not to accept the offer; litigation against the offeror; filing
complaints with all governmental and regulatory authorities; acquiring
the authorized but unissued securities or treasury stock or granting
options with respect thereto; acquiring a company to create an
antitrust or other regulatory problem for the offeror; and obtaining a
more favorable offer from another individual or entity.
10. Classification of Directors
___________________________
Directors will all be placed into one classification. Each director shall
serve until his or her successor shall have been elected and shall qualify,
even though his or her term of office as herein provided has otherwise
expired, except in the event of his or her earlier resignation, removal or
disqualification. As adopted at the present time an individual shall be
able to serve as director until the completion of the year in which he or
she has attained the age of seventy-two (72), except for those directors
previously covered by the 80-year old policy.
11. Filling of Vacancies in Board of Directors Caused by Increase in Number of
___________________________________________________________________________
Directors
_________
Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors. The Board of Directors
shall specify the class in which a director so elected shall serve. Any
director elected by the Board of Directors shall hold office only until the
next annual meeting of the shareholders and until his successor shall have
been elected and qualified; notwithstanding that the term of office of the
other directors in the class of which he is a member does not expire at the
time of such meeting. His successor shall be elected by the shareholders
to a term of office which shall expire at the same time as the term of
office of the other directors in the class to which he is elected.
12. Number of Directors
___________________
The Board of Directors shall consist of not less than five (5) nor more
than twenty-five (25) shareholders, the exact number to be fixed and
determined from time to time by resolution of a majority of the
shareholders at any annual or special meeting thereof.
13. Preemptive Rights
_________________
No holder of shares of any class or of any series of any class shall have
any preemptive right to subscribe for, purchase or receive any shares of
the corporation, whether now or hereafter authorized, or any obligations or
other securities convertible into or carrying options to purchase any such
shares of the corporation, or any options or rights to purchase any such
shares or securities, issued or sold by the corporation for cash or any
other form of consideration, and any such shares, securities or rights may
be issued or disposed of by the Board of Directors to such persons and on
such terms as the Board in its discretion shall deem advisable.
14. Indebtedness
____________
The corporation shall have authority to borrow money and the Board of
Directors, without the approval of the shareholders and acting within their
sole discretion, shall have the authority to issue debt instruments of the
corporation upon such terms and conditions and with such limitation as the
Board of Directors deems advisable. The authority of the Board of
Directors shall include, but not be limited to, the power to issue
convertible debentures.
15. Indemnification
_______________
Every person who is or was a director, officer, employee, or agent of the
corporation, or of any corporation which he served as such at the request
of the corporation, shall be indemnified by the corporation to the fullest
extent permitted by law against all expenses and liabilities reasonably
incurred by or imposed upon him, in connection with any proceeding to which
he may be made, or threatened to be made, a party, or in which he may
become involved by reason of his being or having been a director, officer,
employee or agent of the corporation, or of such other corporation, whether
or not he is a director, officer, employee or agent of the corporation or
such other corporation at the time the expenses or liabilities are
incurred.
16. Shareholder Action
__________________
No merger, consolidation, liquidation or dissolution of the corporation nor
any action that would result in the sale or other disposition of all or
substantially all of the assets of the corporation shall be valid unless
first approved by the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock. This
Article may not be amended unless first approved by the affirmative vote of
the holders of at least seventy-five percent (75%) of the outstanding
shares of Common Stock.
