As filed with the Securities and Exchange Commission on August 12, 1997
Registration No. 333-_____
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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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 North High Street
West Chester, Pennsylvania 19380
(Address of principal executive offices) (Zip Code)
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STOCK BONUS PLAN
(Full title of the plan)
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CHARLES E. SWOPE
Chairman of the Board,
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:
PATRICIA A. GRITZAN, ESQUIRE
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, Pennsylvania 19102
(215) 972-7777
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Securities to Amount to be Maximum Offering Aggregate
be Registered Registered Price Per Share Offering Price Amount of Registration Fee
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Common Stock, Par 50,000 30.75(1) $1,537,500 $465.91 (1)
Value $1.00 Per Share
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(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 bid and asked prices of shares of Common Stock on August 6, 1997.
</TABLE>
<PAGE>
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, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1997, as amended;
(c) The Registrant's Current Reports on Form 8-K dated February 24,
1997 and June 24, 1997.
(d) 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.
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1 The information called for by Part I of Form S-8 is currently included
in the summary description of the Registrant's Stock Bonus Plan (the "Plan")
which is delivered to each employee selected 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>
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 (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.
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<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
5 Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian,
Ltd.
10 Amended and Restated Stock Bonus Plan, as amended as of
August 11, 1997.
23.1 Consent of Grant Thornton LLP
23.2 Consent of MacElree, Harvey, Gallagher, Featherman & Sebastian,
Ltd. (contained in
Exhibit No. 5)
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
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<PAGE>
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.
(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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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, thereunder duly
authorized, in the City of West Chester, State of Pennsylvania, on August 1,
1997.
FIRST WEST CHESTER CORPORATION
By: /s/ Charles E. Swope
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Charles E. Swope, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
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.
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Signature Title Date
<S> <C> <C>
/s/ Charles E. Swope Chairman of the Board, August 1, 1997
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Charles E. Swope President and Chief Executive
Officer
/s/ J. Duncan Smith Treasurer (Principal August 1, 1997
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J. Duncan Smith Accounting and
Financial Officer)
/s/ Richard M. Armstrong Director August 1, 1997
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Richard M. Armstrong
<PAGE>
/s/ John J. Ciccarone Director August 1, 1997
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John J. Ciccarone
/s/ M. Robert Clarke Director August 1, 1997
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M. Robert Clarke
/s/ Edward J. Cotter Director August 1, 1997
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Edward J. Cotter
/s/ Clifford E. DeBaptiste Director August 1, 1997
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Clifford E. DeBaptiste
/s/ John A. Featherman, III Director August 1, 1997
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John A. Featherman, III
/s/ John S. Halsted Director August 1, 1997
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John S. Halsted
/s/ J. Carol Hanson Director August 1, 1997
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J. Carol Hanson
/s/ Devere Kauffman Director August 1, 1997
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Devere Kauffman
/s/ David L. Peirce Director August 1, 1997
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David L. Peirce
/s/ John B. Waldron Director August 1, 1997
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John B. Waldron
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit No. Exhibit
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5 Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
10 Amended and Restated Stock Bonus Plan, as amended as of
August 11, 1997
23.1 Consent of Grant Thornton, LLP.
23.2 Consent of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
(Contained in Exhibit No. 5)
24 Power of Attorney
<PAGE>
EXHIBIT 5
[LETTERHEAD OF MACELREE, HARVEY, GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.]
August 12, 1997
First West Chester Corporation
9 North High Street
West Chester, PA 19380
Gentlemen:
We refer to the Registration Statement on Form S-8 (Stock Bonus Plan)
(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 50,000 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 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,
By: /s/John A. Featherman, III
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John A. Featherman, III
<PAGE>
EXHIBIT 10
FIRST WEST CHESTER CORPORATION
AMENDED AND RESTATED
STOCK BONUS PLAN
Purpose
The purpose of the First West Chester Corporation Stock Bonus Plan (the
"Plan") is to promote the interests of First West Chester Corporation (the
"Corporation") by encouraging and enabling its employees and the employees of
its subsidiary, The First National Bank of West Chester (the "Bank"), to acquire
financial interests in the Corporation through the acquisition of shares of the
Corporation's Common Stock.
Under the Plan, the Corporation may grant bonuses to its employees
consisting of (i) shares of its Common Stock, par value $1.00 per share
("Stock"), (ii) shares of Stock and cash, or (iii) all cash. A portion or all of
the cash component, if any, of each bonus may be deducted from such bonus and
withheld by the Corporation in order to satisfy any withholding obligation to
which the Corporation may be subject under any federal, state or local tax law.
Eligibility
All persons who are employees of the Corporation or the Bank may be
eligible to receive bonuses under the Plan. The award of any bonus under this
Plan is solely within the discretion of the Committee, as defined below.
Administration
The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Corporation from among its members,
and shall by comprised of not less than two persons. Each member of the
Committee will serve at the will of, and may be removed, with or without cause,
by the Board of Directors.
No person, other than members of the Committee, shall have any
discretion as to decisions regarding the Plan or the bonuses granted pursuant to
the Plan. The Committee shall determine the employees (the "Recipients") to
whom, and the time or times at which, bonuses will be granted. The Committee, in
its sole discretion, shall determine whether bonuses will be granted in Stock,
Stock and cash or all in cash, or whether the Recipient may choose to receive
his or her bonus in Stock, Stock and cash or all in cash. The Committee shall
also have sole discretion to determine the total value of each bonus and all
other terms, conditions or restrictions applicable to any bonus. The Stock is
publicly traded, and the value of the shares of Stock awarded to employees in
bonuses will be determined on the open market. The terms, conditions or
restrictions applicable to bonuses granted under the Plan need not be the same
for all Recipients nor for all bonuses.
The Committee may, subject to the provisions of the Plan, establish
such rules and regulations, and revise or otherwise modify such rules and
regulations from time to time, as it deems necessary or advisable for the proper
administration of the Plan, including without limitation, establishing a formula
or formulas for determining the amount of bonus to be granted to any Recipient
or class of Recipient. The Committee may make determinations and take such other
action in connection with or in relation to the Plan as it deems necessary or
advisable. The Committee will have full power and authority to construe,
interpret and administer the Plan and each determination or other action made or
taken by the Committee in regard to the Plan, including, but not limited to,
interpretation of the Plan, shall be final, conclusive and binding for all
purposes and upon all persons, including, but not limited to, the Corporation,
the Committee, the Board of Directors and employees of the Corporation and the
Bank and their respective successors and assigns. The expenses of administering
the Plan will be borne by the Corporation.
Stock Subject to the Plan
If any portion of the bonuses to be paid hereunder will be paid in the
form of Stock, such shares of Stock may be shares newly issued by the
Corporation for such purpose, held in its treasury or purchased on the open
market. Shares which are purchased on the open market will be purchased through
an independent agent specified by the Corporation's Board of Directors (the
"Agent"). From time to time, but not more than once in any three-month period,
the Committee will determine the aggregate value of bonuses to be awarded
pursuant to the Plan in the form of Stock and will authorize the issuance of new
shares, the reissuance of shares held in treasury or the purchase by the Agent
on the open market of such number of shares of Stock having such value.
<PAGE>
Whenever shares are purchased on the open market, the price per share
of Stock awarded to any Recipient shall be the average of the price per share
paid by the Agent for all such shares. Shares which are issued from shares held
in the Corporation's treasury or which are newly issued shares will be valued at
fair market value, as defined herein. The fair market value shall be the mean
between the highest bid price and lowest asked price last quoted by the then
current market maker(s) in the Corporation's Stock (the "Market Maker(s)"), on
the date of the award. If no such bid and asked price is available, the fair
market value shall be the most recent highest bid price and lowest asked price
last quoted by the Market Maker.
Transferability of Bonus Shares
Prior to issuing Stock bonuses, the Corporation will register the
shares of Stock subject to such bonuses with the Securities and Exchange
Commission. If such Stock is duly registered, all shares of Stock received by
employees who are not "affiliates" of the Corporation, as that term is defined
in Rule 144 under the Securities Act of 1933, as amended, pursuant to Stock
bonuses under the Plan (except for shares received by executive officers) will
be freely transferable. Shares of Stock received by employees who are affiliates
of the Corporation may be sold or transferred only in compliance with Rule 144.
Notwithstanding the foregoing, the shares of Stock granted to Recipients
pursuant to Stock bonuses under the Plan may be subject to such terms and
conditions as the Committee, in its sole discretion, determines appropriate,
including, without limitation, restrictions on the sale or other disposition of
such shares of Stock, and rights of the Corporation to reacquire such Stock upon
termination of the Recipient's employment within specified periods. Stock
certificates issued to Recipients of bonuses payable in shares of Stock may bear
a legend setting forth the applicable restrictions.
Shares Awarded to Executive Officers
All Stock bonuses granted pursuant to the Plan to the executive
officers of the Corporation or the Bank, if granted prior to approval of the
Plan by the Corporation's stockholders, shall be contingent upon the approval of
the Plan by such stockholders. In order for any Stock bonus granted to an
executive officer to be an exempt acquisition of the Corporation's securities
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), such officer will be required to hold the shares of Stock
he or she receives in each such bonus under the Plan for six months after the
date the shares are deemed to be acquired. Stock certificates issued to
executive officers representing such Stock bonuses may bear a legend setting
forth the foregoing restriction.
Amendment of Plan
The Committee or the Board of Directors may terminate, suspend or amend
the Plan, as the Committee or the Board of Directors deems appropriate in their
sole discretion.
General
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create or be construed to create a trust or a separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Corporation and any Recipient or other person. No person shall have any
claim or right to be granted any bonus under the Plan. Nothing contained in the
Plan shall give any employee the right to be retained in the employment of the
Corporation or the Bank or affect the right of the Corporation to dismiss any
employee. This Plan shall not constitute a contract between the Corporation and
any employee. The Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the Commonwealth of Pennsylvania and
construed in accordance therewith.
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF GRANT THORNTON]
We have issued our report dated January 24, 1997 accompanying the
consolidated financial statements of First West Chester Corporation and
subsidiaries appearing in the Annual Report on Form 10-K for the year ended
December 31, 1996 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
Date: August 12, 1997 Grant Thornton LLP
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/s/ Grant Thornton LLP
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Philadelphia, Pennsylvania
