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): March 17, 1999
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Comm Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-17455 23-2242292
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(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) Identification No.)
521 Main Street, Forest City, Pennsylvania 18421
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717)785-3181
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Former name or former address, if changed from last report:
Not Applicable.
Page 1 of 4
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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.
Amendments to Sections 102, 103 and 105 of the
Registrant's Amended Bylaws were effective March 17,
1999. Section 102 changes the shareholder notification
period to be at least thirty (30) days prior to the
annual meeting of shareholders. Section 103 changes the
procedures for calling special meetings of shareholders
to allow only the President or the Board of Directors to
call such meetings, in accordance with the Pennsylvania
Business Corporation Law. In addition, Section 103 sets
the shareholder notification period to be at least thirty
(30) days prior to the special meeting. Section 105 sets
the notification requirements for any shareholder
intending to submit a proposal for inclusion in the
Corporation's proxy statement or at the annual meeting of
shareholders.
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.
99.1 Copy of amended Sections 102, 103 and 105 from
the Company's Bylaws as of March 17, 1999.
Item 8. Change in fiscal year.
Not Applicable.
<PAGE>
SIGNATURES
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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.
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(Registrant)
Date: March 17, 1999 /s/ Scott A. Seasock
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Scott A. Seasock
Chief Financial Officer
EXHIBIT 99.1
COMM BANCORP, INC.
AMENDED BYLAWS
7. The amendments adopted by the corporation, set forth in full, are as
follows:
Section 102. Annual Meetings. The annual meeting of the shareholders for
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the election of directors and the transaction of such other business as
may properly come before the meeting shall be held at such date or hour as
may be fixed by the Board of Directors. Notice of the place, date, time
and purpose of the annual meeting of shareholders shall be given not less
than thirty (30) days before such meeting to each shareholder of record
entitled to vote at such meeting.
Section 103. Special Meetings. Special meetings of the shareholders may
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be called at any time by the President or the Board of Directors. Notice
of the place, date, time and purpose of a special meeting of shareholders
called by the President or the Board of Directors, shall be given not less
than thirty (30) days before such meeting to each shareholder of record
entitled to vote at such meeting.
Section 105. Shareholder Proposals.
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(a) Any shareholder who intends to submit a proposal for inclusion in the
Corporation's proxy statement for the annual meeting of shareholders shall
submit his or her proposal to the Secretary of the Corporation not less
than 120 calendar days before the date of the mailing of the Corporation's
proxy statement in connection with the previous year's annual meeting of
shareholders. A proposal shall be submitted and be consistent in all
other respects, including being a proper subject for action by
shareholders, with the then current rules and regulations of the
Securities and Exchange Commission.
(b) A shareholder who intends to submit a proposal at an annual meeting of
shareholders and does not intend to request inclusion of such proposal in
the Corporation's proxy statement for that annual meeting, shall submit
the proposal to the Secretary of the Corporation not later than 45
calendar days before the date of mailing of the Corporation's proxy
statement in connection with the previous year's annual meeting of
shareholders. Such proposal shall be a proper subject for action by
shareholders under applicable federal and state law.
