<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. ________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FIRST WEST CHESTER CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania 23-2288763
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 North High Street
West Chester, Pennsylvania 19380
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(Address of principal executive offices) (Zip Code)
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THE FIRST NATIONAL BANK OF WEST CHESTER RETIREMENT SAVINGS PLAN
(Full title of the plan)
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CHARLES E. SWOPE
President and Chief Executive Officer
First West Chester Corporation
9 North High Street
West Chester, Pennsylvania 19380
(610) 692-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
JAMES W. SCHWARTZ, ESQUIRE
PATRICIA A. GRITZAN, ESQUIRE
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, Pennsylvania 19102
(215) 972-7777
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Title of Securities to Amount to be Maximum Offering Aggregate
be Registered Registered Price Per Share (1) Offering Price Amount of Registration Fee (1)
Common Stock, Par
Value $1.00 Per Share 25,000 $30.25 $756,250 $229.17
====================== =============== =================== ================== ==============================
<FN>
(1) The registration fee with respect to these shares has been computed
in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the bid and asked price for shares of the Common Stock on November 1, 1996.
</FN>
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.1
Item 2. Registrant Information and Employee Plan Annual Information.1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in clauses (a) through (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 to be
incorporated by this reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996, and Annual Report on Form 11-K for the
year ended December 31, 1995.
(c) The description of the Common Stock contained in the registration
statement filed by the Registrant to register such securities under Section 12
of the Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the
Registrant shall indemnify its officers and directors and the officers and
directors of its subsidiaries to the full extent permitted by and under the
terms and conditions of the Business Corporation Law of the Commonwealth of
Pennsylvania
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1 The information called for by Part I of Form S-8 is currently included
in separate documents which are delivered to each employee who is
eligible to participate in the Plan in accordance with Rule 428 under
the Securities Act of 1933, as amended. Pursuant to the Note to Part I
of Form S-8, this information is not filed with this Form S-8.
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<PAGE>
(the "BCL"), as amended from time to time, and the Registrant may, by action of
its Board of Directors, indemnify all other persons it may indemnify pursuant to
such law, provided that indemnification may not be made in any case where the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness. In accordance
with the BCL, the Registrant's By-laws include the indemnification provision
excerpted below:
Section 8.02. Indemnification. The Corporation shall indemnify
---------------
any officer or director (or employee or agent designated by
majority vote of the Board of Directors to the extent provided in
such vote) who was or is a party or is threatened to be made a
party to any threatened, pending or completed action,
proceedings, whether civil, criminal, administrative or
investigative (including action by or in the right of the
Corporation) by reason of the fact that he is or was a director
or officer (or employee or agent) of the Corporation or is or was
serving at the request of the Corporation as a director, officer
(or employee or agent) of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding.
Officers and directors of subsidiaries of the Corporation shall
be deemed to be persons acting as an officer or director of
another corporation at the request of the Corporation.
Indemnification pursuant to this Section shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted
willful misconduct or recklessness. Expenses incurred by an
officer, director, employee or agent purportedly indemnified by
this Section in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Section 8.02 shall continue as to a person who has ceased to be a
director, officer, employee or agent of the Corporation and shall
inure to the benefit of the heirs, executors and administrators
of such person. This Section 8.02 shall not be effective with
respect to any action, suit or proceeding commenced prior to
January 27, 1987.
The Registrant maintains Directors' and Officers' liability
insurance for all of its Directors and Officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
The following is a list of exhibits filed with, or incorporated
by reference into, this Registration Statement:
5.1 Opinion of MacElree, Harvey, Gallagher, Featherman &
Sebastian, Ltd.
5.2 Copy of the Internal Revenue Service determination letter that
the Plan is qualified under section 401 of the Internal
Revenue Code
23.1 Consent of Grant Thornton LLP
23.2 Consent of MacElree, Harvey, Gallagher, Featherman &
Sebastian, Ltd. (contained in Exhibit No. 5.1)
24 Power of Attorney (included on signature page of the
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;
(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;
(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 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.
-4-
<PAGE>
(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 foregoing provisions, 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 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.
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<PAGE>
SIGNATURES
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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, thereunder duly
authorized, in the City of West Chester, State of Pennsylvania, on
November 1, 1996.
FIRST WEST CHESTER CORPORATION
By: /s/ Charles E. Swope
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Charles E. Swope, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of West Chester, State of
Pennsylvania, on November 1, 1996.
THE FIRST NATIONAL BANK OF WEST
CHESTER RETIREMENT SAVINGS PLAN
By: /s/ Ruth Ann Scott
-------------------------------
Ruth Ann Scott
Vice President Human Resources
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Charles E. Swope, Eric W.
Rohrbach and J. Duncan Smith, and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any 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/ Charles E. Swope Chairman of the Board, November 1, 1996
- ----------------------------
Charles E. Swope President and Chief Executive
Officer
/s/ J. Duncan Smith Treasurer (Principal November 1, 1996
- ----------------------------
J. Duncan Smith Accounting and
Financial Officer)
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Richard M. Armstrong Director November 1, 1996
- -----------------------------
Richard M. Armstrong
/s/ John J. Ciccarone Director November 1, 1996
- -----------------------------
John J. Ciccarone
/s/ M. Robert Clarke Director November 1, 1996
- -----------------------------
M. Robert Clarke
/s/ Edward J. Cotter Director November 1, 1996
- -----------------------------
Edward J. Cotter
/s/ Clifford E. DeBaptiste Director November 1, 1996
- -----------------------------
Clifford E. DeBaptiste
/s/ John A. Featherman, III Director November 1, 1996
- ------------------------------
John A. Featherman, III
/s/ John S. Halsted Director November 1, 1996
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John S. Halsted
/s/ J. Carol Hanson Director November 1, 1996
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J. Carol Hanson
/s/ Devere Kauffman Director November 1, 1996
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Devere Kauffman
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ David L. Peirce Director November 1, 1996
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David L. Peirce
/s/ John B. Waldron Director November 1, 1996
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John B. Waldron
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit No. Exhibit
- ----------- -------
5.1 Opinion of MacElree, Harvey, Gallagher, Featherman &
Sebastian, Ltd.
5.2 Copy of the Internal Revenue Service determination
letter that the Plan is qualified under section 401
of the Internal Revenue Code
23.1 Consent of Grant Thornton LLP,
23.2 Consent of MacElree, Harvey, Gallagher, Featherman &
Sebastian, Ltd.(Contained in Exhibit No. 5.1)
24 Power of Attorney authorizing Charles E. Swope,
Eric W. Rohrbach, and J. Duncan Smith to sign
the Registration Statement (included in signature
page of the Registration Statement)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MACELREE, HARVEY, GALLAGHER,
FEATHERMAN & SEBASTIAN, LTD.]
November 7, 1996
First West Chester Corporation
9 North High Street
West Chester, PA 19380
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of First West Chester Corporation, a Pennsylvania corporation (the
"Company"), to be filed with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 25,000 shares of common stock, par value $1.00 per share, of the
Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania; and
2. the Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
------------------------------------------------------------
MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.
<PAGE>
EXHIBIT 5.2
[LETTERHEAD OF DEPARTMENT OF THE TREASURY]
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000 Employer Identification Number:
Date: February. 01, 1995 23-1209886
File Folder Number:
521046585
FIRST NATIONAL BANK OF WEST CHESTER Person to Contact:
9 NORTH HIGH STREET, P.O. BOX 523 JAMES R. KEMPER
WEST CHESTER, PA 19381 Contact Telephone Number:
(302) 761-1718
Plan Name:
THE FIRST NATIONAL BANK OF WEST
CHESTER 401(K)
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
<PAGE>
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a) (4) -l (b) (2) of the regulations on the basis of a
design-based safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
District Director
Enclosure(s)
Publication 794
Addendum
This determination also includes the amendments dated December 10,
1991, February 26, 1993 and December 17, 1993.
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF GRANT THORNTON]
CONCENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 25, 1996 accompanying the
consolidated financial statements of First West Chester Corporation and
Subsidiaries appearing in the Annual Report of the Company to its shareholders
included in the Annual Report on Form 10-K for the year ended December 31, 1995
which is incorporated by reference in this Registration Statement on Form S-8.
We consent to the incorporation by reference in the Registration Statement and
Prospectus of the aforementioned report.
Date: November 7, 1996 Grant Thornton LLP
-------------------------
/s/ Grant Thornton LLP
----------------------
Philadelphia, Pennsylvania
