SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST WEST CHESTER CORPORATION
(Exact name of registrant as specified in its charter)
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)
1995 STOCK OPTION PLAN
(Full title of the plan)
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)
Copy to:
PATRICIA A. GRITZAN, ESQUIRE
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, Pennsylvania 19102
(215) 972-7777
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= =============== ================== ================= =======================================
Proposed
Proposed Maximum Maximum
Title of Securities to Amount to be Offering Price Aggregate
be Registered Registered (1) Per Share (2) Offering Price Amount of Registration Fee (2)
======================= =============== ================== ================= =======================================
<S> <C> <C> <C> <C>
Common Stock, Par 307,500 20 (2) $6,150,000 $1,709.70
Value $1.00 Per Share
======================= =============== ================== ================= =======================================
</TABLE>
(1) The Registrant previously registered 500,000 shares (as adjusted for stock
dividends in April 1997 and November 1998) on Form S-8, filed July 31, 1996,
Registration No. 33-09241.
(2) 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 December 15, 1998.
-----------------
<PAGE>
Form S-8
This Registration Statement on Form S-8 is filed to register the
offering of additional shares of the Registrant's Common Stock pursuant to the
Registrant's 1995 Stock Option Plan (the "Plan"). A Registration Statement on
Form S-8 is currently effective with regard to the Plan. See, Registration
Statement on Form S-8, filed July 31, 1996, Registration No.33-09241 (the "1996
Registration Statement"). The contents of Parts II, Items 3 -- 7 and Item 9 of
the 1996 Registration Statement are incorporated herein by reference.
Item 8. Exhibits.
The following is a list of exhibits filed with, or incorporated
by reference into, this Registration Statement:
5 Opinion of MacElree, Harvey, Gallagher & Featherman, Ltd.
10 1995 Stock Option Plan (incorporated by reference to Appendix
B to the Registrant's Proxy Statement for the 1998 Annual
Meeting filed on February 24, 1998).
23.1 Consent of Grant Thornton LLP
23.2 Consent of MacElree, Harvey, Gallagher & Featherman, Ltd.
(contained in Exhibit No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
<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, thereunder duly
authorized, in the City of West Chester, State of Pennsylvania, on December 18,
1998.
FIRST WEST CHESTER CORPORATION
By: /s/ Charles E. Swope
-------------------------------
Charles E. Swope, 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, J. Duncan
Smith, and T. Benjamin Marsho, 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, December 18, 1998
- ------------------------------- --
Charles E. Swope President and Chief Executive
Officer
/s/ J. Duncan Smith Treasurer (Principal December 18, 1998
- ------------------------------- --
J. Duncan Smith Accounting and
Financial Officer)
<PAGE>
/s/ John J. Ciccarone Director December 18, 1998
- ------------------------------- --
John J. Ciccarone
/s/ M. Robert Clarke Director December 18, 1998
- ------------------------------- --
M. Robert Clarke
/s/ Edward J. Cotter Director December 18, 1998
- ------------------------------- --
Edward J. Cotter
/s/ Clifford E. DeBaptiste Director December 18, 1998
- ------------------------------- --
Clifford E. DeBaptiste
/s/ John A. Featherman, III Director December 18, 1998
- ------------------------------- --
John A. Featherman, III
/s/ John S. Halsted Director December 18, 1998
- ------------------------------- --
John S. Halsted
/s/ J. Carol Hanson Director December 18, 1998
- ------------------------------- --
J. Carol Hanson
/s/ Devere Kauffman Director December 18, 1998
- ------------------------------- --
Devere Kauffman
/s/ David L. Peirce Director December 18, 1998
- ------------------------------- --
David L. Peirce
/s/ John B. Waldron Director December 18, 1998
- ------------------------------- --
John B. Waldron
</TABLE>
<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, thereunder duly
authorized, in the City of West Chester, State of Pennsylvania, on December 18,
1998.
FIRST WEST CHESTER CORPORATION
By:_______________________________
Charles E. Swope, 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, J. Duncan
Smith, and T. Benjamin Marsho, 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>
___________________________________ Chairman of the Board, December 18, 1998
Charles E. Swope President and Chief --
Executive Officer
___________________________________ Treasurer (Principal December 18, 1998
J. Duncan Smith Accounting and Financial --
Officer)
<PAGE>
___________________________________ Director December 18, 1998
John J. Ciccarone --
___________________________________ Director December 18, 1998
M. Robert Clarke --
___________________________________ Director December 18, 1998
Edward J. Cotter --
___________________________________ Director December 18, 1998
Clifford E. DeBaptiste --
___________________________________ Director December 18, 1998
John A. Featherman, III --
___________________________________ Director December 18, 1998
John S. Halsted --
___________________________________ Director December 18, 1998
J. Carol Hanson --
___________________________________ Director December 18, 1998
Devere Kauffman --
___________________________________ Director December 18, 1998
David L. Peirce --
___________________________________ Director December 18, 1998
John B. Waldron --
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
5 Opinion of MacElree, Harvey, Gallagher & Featherman,
Ltd.
23.1 Consent of Grant Thornton LLP,
23.2 Consent of MacElree, Harvey, Gallagher & Featherman,
Ltd.(Contained in Exhibit No. 5)
24 Power of Attorney authorizing Charles E. Swope,
J. Duncan Smith and T. Benjamin Marsho to sign the
Registration Statement(included in signature page of
the Registration Statement)
<PAGE>
EXHIBIT 5
[LETTERHEAD OF MACELREE, HARVEY, GALLAGHER & FEATHERMAN, LTD.]
December 21, 1998
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 307,500 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,
/s/MacElree, Harvey, Gallagher & Featherman, Ltd.
-------------------------------------------------
MACELREE, HARVEY,
GALLAGHER & FEATHERMAN, LTD.
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF GRANT THORNTON]
We have issued our report dated January 28, 1998 accompanying the
consolidated financial statements of First West Chester Corporation and
subsidiaries appearing on Form 10-K for the year ended December 31, 1997, which
are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
Grant Thornton LLP
/s/ Grant Thornton LLP
--------------------------
Philadelphia, Pennsylvania
December 18, 1998
