COMMUNITY INDEPENDENT BANK INC
S-8, 1998-10-06
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
         As filed with the Securities and Exchange Commission on October 6, 1998

                                            Registration No.
                                                            -------------------
================================================================================
 

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            ----------------------


                       COMMUNITY INDEPENDENT BANK, INC.
            (Exact Name of Registrant as Specified in its Charter)

       Pennsylvania                                        23-2357593
(State of Incorporation)                                (I.R.S. Employer
                                                      Identification Number)


                             201 North Main Street
                        Bernville, Pennsylvania 19506
                                (610) 488-1200
   (Address, including Zip Code, and Telephone Number, including Area Code, 
                        of Principal Executive Offices)

                            ----------------------



            Community Independent Bank, Inc. 1996 Stock Option Plan
                          for Non-Employee Directors
                           (Full Title of the Plan)
                            ----------------------

                                Arlan J. Werst
                     President and Chief Executive Officer
                       Community Independent Bank, Inc.
                             201 North Main Street
                        Bernville, Pennsylvania  19506
                                (610) 488-1200
           (Name, Address and Telephone Number of Agent for Service)

                            ----------------------

                                   Copy to:

                           Charles J. Ferry, Esquire
                              Rhoads & Sinon LLP
                      One South Market Square, 12th Floor
                                 P.O. Box 1146
                          Harrisburg, PA  17108-1146
                                (717) 233-5731

                            ----------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                           Proposed     Proposed
                                           Maximum      Maximum     
                             Amount to     Offering     Aggregate   Amount of  
Title of Securities          be            Price Per    Offering    Registration
to be Registered             Registered    Share(1)     Price(1)    Fee 
- --------------------------------------------------------------------------------

Common Stock, par value $5
  per share................  20,000 shares $14,625      $292,500     $86.29
================================================================================
  (1)   Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of $14.625 per share,
which was the average of the high and low prices of the Common Stock as reported
on AMEX on September 30, 1998.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        --------------------------------------- 

     The following documents have been filed by Community Independent Bank, Inc.
("CIB") with the Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:

     (a)  Registrant's Registration Statement on Form 10-SB, filed on March 13,
          1998, as amended.

     (b)  All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934 (the "Exchange Act") since the end of CIB's
          fiscal year ended December 31, 1997, including without limitation
          Registrant's Form 8-K Report dated June 25, 1998 and Registrant's
          Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998.

     (c)  The description of the CIB Common Stock contained in a registration
          statement filed under the Exchange Act on Form 10-SB on March 13,
          1998, including any amendment or report filed for the purpose of
          updating such description.

     All documents subsequently filed by CIB pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, 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 reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

     Not applicable.
<PAGE>
 
ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.
             -------------------------------------- 

     Not applicable.


ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
             ----------------------------------------- 

     Pennsylvania Business Corporation Law (the "BCL") provides that a business
corporation may indemnify directors and officers against liabilities they may
incur in such capacities provided certain standards are met, including good
faith and the belief that the particular action is in the best interests of the
corporation.  In general, this power to indemnify does not exist in the case of
actions against a director or officer by or in the right of the corporation if
the person entitled to indemnification shall have been adjudged to be liable to
the Corporation unless and only to the extent a court determines that the person
is fairly and reasonably entitled to indemnification.  A corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.  The BCL provides that the foregoing
provisions shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may 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.  The BCL
authorizes a corporation to purchase insurance for directors and other
representatives.

     As permitted by the BCL, CIB's Articles provide that a director shall not
be personally liable for monetary damages as such for any action taken, or any
failure to take any action, unless the director breaches or fails to perform the
duties of his or her office under the BCL, and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. These provisions
of CIB's Articles of Incorporation, however, do not apply to the responsibility
or liability of a director pursuant to any criminal statute, or to the liability
of a director for the payment of taxes pursuant to local, Pennsylvania or
federal law. These provisions offer persons who serve on the Board of Directors
of CIB protection against awards of monetary damages for negligence in the
performance of their duties.

     CIB's Articles of Incorporation also provide that every person who is or
was a director or executive officer of CIB, or of any Corporation which he
served as such at the request of CIB, shall be indemnified by CIB 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 or executive officer of CIB or
such other company, whether or not he is a director or executive officer of CIB
or such other company at the time the expenses or liabilities are incurred.

     CIB has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of CIB
in connection with the performance of their duties.
<PAGE>
 
ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.
             ----------------------------------- 

     Not Applicable.

ITEM 8.      EXHIBITS.
             -------- 

     3.1     Articles of Incorporation of Community Independent Bank, Inc., as
             amended, incorporated herein by reference to Exhibit 3.1 of the
             Registration Statement on Form 10-SB.

     3.2     Bylaws of Community Bank, Inc., as amended, incorporated herein by
             reference to Exhibit 3.2 of the Registration Statement on Form 10-
             SB.

     4.1     Community Independent Bank, Inc. 1996 Stock Option Plan for Non-
             Employee Directors.

     5       Opinion of Rhoads & Sinon LLP.

     23.1    Consent of Rhoads & Sinon LLP (included as part of Exhibit 5).

     23.2    Consent of Beard & Company, Inc.

     24      Powers of Attorney (included as part of signature page).

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 (the "Securities Act");

                   (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;

                                      -3-
<PAGE>
 
     provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     the foregoing paragraph is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -4-
<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, thereunto duly
authorized, in the City of Bernville, Commonwealth of Pennsylvania, on September
                                                                       ---------
10, 1998.
- --       


                                     COMMUNITY INDEPENDENT BANK, INC.
                                     (Registrant)
                                    
                                    
                                     By:  /s/ Arlan J. Werst
                                        --------------------------
                                          Arlan J. Werst
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arlan J. Werst, Shirley M. Luckenbill, Linda
Strohmenger and Charles J. Ferry, and each of them, his true and lawful 
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to the Registration Statement to which this power of attorney is attached, and
to file all those amendments and all exhibits to them and other documents to be
filed in connection with them, with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their 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 below by the following persons in the
capacities and on the date indicated below.

     Signature                               Title                  Date
     ---------                               -----                  ----

   /s/ Arlan J. Werst            President and Chief Executive     9-10-98
 -----------------------         Officer and Director              -------
Arlan J. Werst                         


   /s/ Shirley M. Luckenbill     Treasurer and Assistant           9-10-98
- ----------------------------     Secretary                         -------
Shirley M. Luckenbill                

                                      -5-
<PAGE>
 
 /s/ Linda L. Strohmenger        Secretary (and principal          9-10-98
- -------------------------        accounting officer)               -------
Linda L. Strohmenger                 


 /s/ John F. Hampson             Director                          9-10-98 
- ----------------------------                                       ------- 
John F. Hampson


 /s/ Frederick P. Krott          Director                          9-10-98 
- ----------------------------                                       ------- 
Frederick P. Krott


 /s/ Paul T. Manrodt             Director                          9-10-98 
- ----------------------------                                       ------- 
Paul T. Manrodt



 /s/ Walter Potteiger            Director                          9-10-98 
- ----------------------------                                       ------- 
Walter Potteiger 



 /s/ Deborah K. Ritter           Director                          9-10-98 
- ----------------------------                                       ------- 
Deborah K. Ritter



 /s/ John J. Seitizinger         Director                          9-10-98 
- ----------------------------                                       -------
John J. Seitizinger



 /s/ Stratton D. Yatron          Director                          9-10-98 
- ----------------------------                                       ------- 
Stratton D. Yatron

                                      -6-
<PAGE>
 
                                 INDEX TO EXHIBITS
                                 -----------------



 

Exhibit No.                   Exhibit
- -----------                   -------

3.1                 Articles of Incorporation of Community Independent Bank,
                    Inc., as amended, incorporated herein by reference to
                    Exhibit 3.1 of the Registration Statement on Form 10-SB.

3.2                 Bylaws of Community Bank, Inc., as amended, incorporated
                    herein by reference to Exhibit 3.2 of the Registration
                    Statement on Form 10-SB.

4.1                 Community Independent Bank, Inc. 1996 Stock Option Plan
                    for Non-Employee Directors.

5                   Opinion of Rhoads & Sinon LLP.

23.1                Consent of Rhoads & Sinon LLP (included as part of Exhibit
                    5).

23.2                Consent of Beard & Company, Inc.

24                  Power of Attorney (included as part of signature page).

<PAGE>
 
                                 EXHIBIT 4.1
<PAGE>
 
                        COMMUNITY INDEPENDENT BANK, INC.

                             1996 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS




     1. Purpose of Plan

        The purpose of the 1996 Stock Option Plan for Non-Employee Directors
(the "Plan") contained herein is to enhance the ability of Community Independent
Bank, Inc. and its current and future subsidiaries (collectively the
"Companies") to attract, retain and motivate members of their respective Boards
of Directors and to provide additional incentive to members of their respective
Boards of Directors by encouraging them to invest in shares of Community
Independent Bank, Inc. (the "Company") common stock and thereby acquire a
proprietary interest in the Company and an increased personal interest in the
Companies' continued success and progress, to the mutual benefit of directors,
employees and stockholders.

     2. Aggregate Number of Shares

        10,000 shares of the Company's common stock, par value $5.00 per share
("Common Stock"), shall be the aggregate number of shares which may be issued
under this Plan. Notwithstanding the foregoing, in the event of any change in
the outstanding shares of the Common Stock of the Company by reason of a stock
dividend, stock split (other than the 3 for 2 stock split effective April 1,
1996 for which no adjustment shall be made), combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Board of Directors deems in its sole discretion to be
similar circumstances, the aggregate number and kind of shares which may be
issued under this Plan shall be appropriately adjusted in a manner determined in
the sole discretion of the Option Committee. Reacquired shares of the Company's
Common Stock, as well as unissued shares, may be used for the purpose of this
Plan. Common Stock of the Company subject to options which have terminated
unexercised, either in whole or
<PAGE>
 
in part, shall be available for future options granted under this Plan.

     3. Participation

        Each person who is, as of April 1, 1996, a director of the Company or
any subsidiary corporation, and is not as of such date an employee of the
Company or any subsidiary corporation, shall, as of April 1, 1996, automatically
be granted an option to purchase 500 shares of the Company's Common Stock (such
figure to be subject to adjustment for the same events described in Section 2
hereof). Each person who (a) is not a director of the Company or any subsidiary
corporation as of April 1, 1996, and (b) is not an employee of the Company or
any subsidiary corporation and who on or after April 1, 1996 is first elected or
appointed as a director of the Company or any subsidiary corporation shall, as
of the date of such election or appointment, automatically be granted an option
to purchase 500 shares of the Company's Common Stock (such figure to be subject
to adjustment for the same events described in Section 2 hereof). On the fifth
anniversary of the initial option grant hereunder and provided a person
described in the first or second sentences of this Section 3 continues to be a
non-employee director on such anniversary, such person shall, on such fifth
anniversary, automatically be granted on such anniversary an option to purchase
500 shares of the Company's Common Stock (such figure to be adjusted for the
same events described in Section 2 hereof) or such lower number of shares as
shall be equal to the number of shares as shall then available (if any) for
grant under this Plan divided by the number of persons who are to receive a
option on such anniversary, subject, however, to the provisions of Section 6
hereof.

     4. Administration of Plan

        This Plan shall be administered by the Board of Directors of the
Company. The Board of Directors of the Company shall adopt such rules for the
conduct of its business and administration of this Plan as it considers
desirable. A majority of the members of the Board of Directors of the Company
shall constitute a quorum for all purposes. The vote or written consent of a
majority of the members of the Board of Directors of the Company on a particular
matter shall constitute the act of the Board of Directors of the Company on such
matter. The Board of Directors of the Company shall have the exclusive right to
construe the Plan and the options issued pursuant to it, to correct defects and
omissions and to reconcile inconsistencies to the extent necessary to effectuate
the purpose of this Plan and

                                      -2-
<PAGE>
 
the options issued pursuant to it, and such action shall be final, binding and
conclusive upon all parties concerned. No member of the Board of Directors of
the Company shall be liable for any act or omission (whether or not negligent)
taken or omitted in good faith, or for the exercise of any authority or
discretion granted in connection with the Plan to the Board of Directors, or for
the acts or omissions of any other members of the Board of Directors.

     5. Non-Qualified Stock Options, Option Price and Term

        (a) Options issued pursuant to this Plan shall be nonqualified stock
options. A non-qualified stock option is an option which does not satisfy the
requirements of Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"). The option price for the non-qualified stock options issued under
this Plan shall be equal to the fair market value, as determined by the Board of
Directors of the Company, of the Company's Common Stock on the date of the grant
of the option. The fair market value of the Company's Common Stock on any
particular date shall mean the last reported sale price of a share of the
Company's Common Stock on any stock exchange on which such stock is then listed
or admitted to trading, or on the NASDAQ National Market System or Small Cap
NASDAQ, on such date, or if no sale took place on such day, the last such date
on which a sale took place, or if the Common Stock is not then quoted on the
NASDAQ National Market System or Small Cap NASDAQ, or listed or admitted to
trading on any stock exchange, the average of the bid and asked prices in the
over-the-counter market on such date, or if none of the foregoing, a price
determined by the Committee.

        (b) Options issued pursuant to this Plan shall be issued substantially
in the form set forth in Appendix I hereof, which form is hereby incorporated by
reference and made a part hereof, and shall contain substantially the terms and
conditions set forth therein. Options shall expire ten years after the date they
are granted, unless terminated earlier as provided herein.

     6. Amendment, Supplement, Suspension and Termination

        Options shall not be granted pursuant to this Plan after the expiration
of eight years from and after the date this Plan is approved by the stockholders
of the Company. The Board of Directors of the Company reserves the right at any
time, and from time to time, to amend or supplement this Plan in any way, or to
suspend or terminate it, effective as of such date, which date may be either
before or after the taking of such action, as may be specified by the Board of
Directors of the Company; provided,

                                      -3-
<PAGE>
 
however, that such action shall not affect options granted under the Plan prior
to the actual date on which such action occurred. Notwithstanding the foregoing,
if Rule 16b-3 of the Securities Exchange Act of 1934 is applicable to the
Company, the Plan provisions specified in Rule 16b-3(c) (2) (ii) (A) under the
Securities Exchange Act of 1934, as amended, or any future corresponding rule
may not be amended or supplemented more than once every six months, except as
permitted by Rule 16b-3(c) (2) (ii) (B). If the Board of Directors voluntarily
submits a proposed amendment, supplement, suspension or termination for
stockholder approval, such submission shall not require any future amendments,
supplements (whether or not relating to the same provision or subject matter),
suspensions or terminations to be similarly submitted for stockholder approval.

     7. Effectiveness of Plan

        This Plan shall become effective on the date of its adoption by the
Company's Board of Directors, subject however to approval by the holders of the
Company's Common Stock in the manner described in Rule 16b-3(b) under the
Securities Exchange Act of 1934, as amended, or any future corresponding rule.

     8. General Conditions

        (a) Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any director the right to continue as a director of
any of the Companies or interfere in any way with the rights of the Companies to
terminate him as a director.

        (b) Corporate action constituting an offer of stock for sale to any
director under the terms of the options to be granted hereunder shall be deemed
complete as of April 1, 1996, or as of the automatic grant date hereunder after
April 1, 1996, regardless of when the option is actually delivered to the
non-employee director or acknowledged or agreed to by him.

        (c) The term "subsidiary corporation" as used throughout this Plan shall
mean a corporation in which the Company owns, directly or indirectly, shares of
stock representing fifty percent or more of the outstanding voting power of all
classes of stock of such corporation at the time of the granting of an option
under this Plan.

        (d) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.

                                      -4-
<PAGE>
 
                                   APPENDIX I

                           NON-QUALIFIED STOCK OPTION


To:
                                      Name


                                     Address

Date:


     You are hereby granted an option, effective as of the date hereof, to
purchase shares of common stock (par value $5.00 per share) ("Common Stock") of
Community Independent Bank, Inc. (the "Company") at a price of $____________ per
share pursuant to the Company's 1996 Stock Option Plan for Non-Employee
Directors (the "Plan") .

     Your option may first be exercised on and after the earlier to occur of (i)
one year from the date of its grant or (ii) a "change in control" of the
Company, as hereinafter defined, but not before that time. On and after the
earlier to occur of (i) one year from the date your option is granted or (ii) a
"change in control" of the Company, and prior to ten years from the date of its
grant, your option may be exercised in whole, or from time to time in part, for
up to the total whole number of shares then subject to the option minus the
number of shares previously purchased by exercise of the option (as
appropriately adjusted for stock dividends, stock splits and what the Board of
Directors of the Company deems in its sole discretion to be similar
circumstances). No fractional shares shall be issued or delivered. This option
shall terminate and is not exercisable after the expiration of ten years from
the date of its grant, except if terminated earlier as hereafter provided.

     For purposes of your option, a "change in control" of the Company shall
have been deemed to conclusively occur when any of the following events shall
have occurred without your prior written consent:

        (1) a change in at least five members of the Company's Board of
Directors or the addition of five or more new members to the Company's Board of
Directors or any combination of the foregoing, within any two calendar year
period, unless such change

                                      -5-
<PAGE>
 
or addition occurs with the affirmative vote in writing of you in your capacity
as a director or a shareholder; or

        (2) a person or group acting in concert as described in 
Section 13(d) (2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") proposes to hold or acquire beneficial ownership within the
meaning of Rule 13(d) (3) promulgated under the Exchange Act of a number of
voting shares of the Company which constitutes either (i) more than fifty
percent of the shares which voted in the election of directors of the Company at
the shareholders' meeting immediately preceding such determination or (ii) more
than thirty percent of the Company's outstanding voting shares. The term
"proposes to hold or acquire" shall mean when a person or group acting in
concert has (A) the right to acquire or merge (whether such right is exercisable
immediately or only after the passage of time or upon the receipt of such
regulatory approvals as is required by applicable law) pursuant to an agreement,
arrangement or understanding (whether or not in writing) or upon the exercise or
conversion of rights, exchange rights, warrants or options or otherwise; 
(B) commenced a tender or exchange offer with respect to the voting shares of
the Company or securities convertible or exchangeable into voting shares of the
Company; or (C) the right to vote pursuant to any agreement, arrangement or
understanding (whether or not in writing); provided, however, that such person
or group acting in concert shall not be deemed to have acquired such shares if
the agreement, arrangement or understanding to vote such securities arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and is not also then reportable on Schedule 13D
under the Exchange Act or any comparable or successor report.

     You may exercise your option by giving written notice to the Secretary of
the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of the
following forms: (a) cash, which may be evidenced by a check; (b) (unless
prohibited by the Board of Directors) certificates representing shares of Common
Stock of the Company, which will be valued by the Secretary of the Company at
the fair market value per share of the Company's Common Stock (as determined in
accordance with the Plan) on the date of delivery of such certificates to the
Company, accompanied by an assignment of the stock to the Company; or (c)
(unless prohibited by the Board of Directors) any combination of cash and Common
Stock of the Company valued as provided in clause

                                      -6-
<PAGE>
 
(b). Any assignment of stock shall be in a form and substance satisfactory to
the Secretary of the Company, including guarantees of signature(s) and payment
of all transfer taxes if the Secretary deems such guarantees necessary or
desirable.

     Your option will, to the extent not previously exercised by you, terminate
three months after the date on which you cease to be a director of the Company
or a subsidiary corporation (whether by death, disability, resignation, removal,
failure to be reelected or otherwise and regardless of whether the failure to
continue as a director was for cause or otherwise), but in no event later than
ten years from the date this option is granted. After the date you cease to be a
director, you may exercise this option only for the number of shares which you
had a right to purchase and did not purchase on the date you ceased to be a
director. If you are a director of a subsidiary corporation, your directorship
shall be deemed to have terminated on the date such company ceases to be a
subsidiary corporation, unless you are also a director of the Company or another
subsidiary corporation, or on that date became a director of the Company or
another subsidiary corporation. Your directorship shall not be deemed to have
terminated if you cease being a director of the Company or a subsidiary
corporation but are or concurrently therewith become a director of the Company
or another subsidiary corporation.

     If you die while a director of the Company or a subsidiary corporation,
executor or administrator, as the case may be, may, at any time within three
months after the date of your death (but in no event later than ten years from
the date this option is granted), exercise the option as to any shares which you
had a right to purchase and did not purchase during your lifetime. If your
directorship with the Company or a subsidiary corporation is terminated by
reason of your becoming disabled, you or your legal guardian or custodian may at
any time within three months after the date of such termination (but in no event
later than 10 years from the date this option is granted), exercise the option
as to any shares which you had a right to purchase and did not purchase prior to
such termination. Your executor, administrator, guardian or custodian must
present proof of his authority satisfactory to the Company prior to being
allowed to exercise this option.

     In the event of any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Board of Directors deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to


                                      -7-
<PAGE>
 
this option and the option price of such shares shall be appropriately adjusted
in a manner to be determined in the sole discretion of the Board of Directors.
Notwithstanding the foregoing, there shall be no adjustment made to the number
of shares subject to this option and the option price with respect to the stock
split effective April 1, 1996.

     This option is not transferable otherwise than by Will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a stockholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of exercise of this
option during any period of time in which the Company deems, in its sole
discretion, that such delivery may not be consummated without violating a
federal, state, local or securities exchange rule, regulation or law.

     Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:

        (a)   Until the Plan is approved by the shareholders;

        (b)   Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies and
securities exchanges as the Company may deem necessary or desirable; or

        (c)   During any period of time in which the Company deems that the
exercisability of this option, the offer to sell the shares optioned hereunder,
or the sale thereof, may violate a federal, state, local or securities exchange
rule, regulation or law, or may cause the Company to be legally obligated to
issue or sell more shares than the Company is legally entitled to issue.

     The following two paragraphs shall be applicable if, on the date of
exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as amended,
and under applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

        (a)   The optionee hereby agrees, warrants and represents that he will
acquire the Common Stock to be issued

                                      -8-
<PAGE>
 
hereunder for his own account for investment purposes only, and not with a view
to, or in connection with, any resale or other distribution of any of such
shares, except as hereafter permitted. The optionee further agrees that he will
not at any time make any offer, sale, transfer, pledge or other disposition of
such Common Stock to be issued hereunder without an effective registration
statement under the Securities Act of 1933, as amended, and under any applicable
state securities laws or an opinion of counsel acceptable to the Company to the
effect that the proposed transaction will be exempt from such registration. The
optionee shall execute such instruments, representations, acknowledgments and
agreements as the Company may, in its sole discretion, deem advisable to avoid
any violation of federal, state, local or securities exchange rule, regulation
or law.

        (b)   The certificates for Common Stock to be issued to the optionee
hereunder shall bear the following legend:

     "The shares represented by this certificate have not been registered under
     the Securities Act of 1933, as amended, or under applicable state
     securities laws. The shares have been acquired for investment and may not
     be offered, sold, transferred, pledged or otherwise disposed of without an
     effective registration statement under the Securities Act of 1933, as
     amended, and under any applicable state securities laws or an opinion of
     counsel acceptable to the Company that the proposed transaction will be
     exempt from such registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.

     The sole purpose of the agreements, warranties, representations and legend
set forth in the two immediately preceding paragraphs is to prevent violations
of the Securities Act of 1933, as amended, and any applicable state securities
laws.

     This option shall be subject to the terms of the Plan in effect on the date
this option is granted, which terms are hereby incorporated herein by reference
and made a part hereof. In the event of any conflict between the terms of this
option and the terms of the Plan in effect on the date of this option, the terms
of the Plan shall govern. This option constitutes the entire understanding
between the Company and you with respect to the

                                      -9-
<PAGE>
 
subject matter hereof and no amendment, supplement or waiver of this option, in
whole or in part, shall be binding upon the Company unless in writing and signed
by the President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.

     Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.

                                         COMMUNITY INDEPENDENT BANK, INC.


(SEAL)                                   By:




     I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.


- -------------------------
Date                                     Signature

                                      -10-

<PAGE>
 
                                 EXHIBIT 5
<PAGE>
 
                [LETTERHEAD OF RHOADS & SINON LLP APPEARS HERE]

                               September 24, 1998

                         Opinion and Consent of Messrs.
                               Rhoads & Sinon LLP
                               ------------------


             Re:     Community Independent Bank, Inc. 
                     Registration Statement on Form S-8 
                     For Community Independent Bank, Inc. 1996 Stock 
                     Option Plan for Non-Employee Directors
                     --------------------------------------

Board of Directors
Community Independent Bank, Inc.
201 North Main Street
Bernville, PA 19506

Gentlemen:

Reference is made to your Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission regarding the registration of 20,000
shares of common stock, par value $5.00 per share, of Community Independent
Bank, Inc. (the "Corporation") for issuance upon exercise of awards granted
pursuant to the above-referenced benefit plan.

     We have examined the records related to the organization of the
Corporation, its Articles of Incorporation, By-Laws and all amendments thereto,
and the records of proceedings of its stockholders and directors.

     Based upon the foregoing, and upon the examination of such other documents
as we have deemed necessary to express the opinions hereinafter set forth, we
are of the opinion that:

     1.   The Corporation is a corporation duly organized and in good standing
under the laws of the Commonwealth of Pennsylvania; and
<PAGE>
 
                               RHOADS & SINON LLP

September 24, 1998
Page 2



     2.   The securities to be registered will, when issued, be legally issued
and outstanding stock of the Corporation, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the
said Registration Statement and to all references to us therein.

     In giving such consent, we do not thereby admit that we are experts within
the meaning of Section 7 of the Securities Act of 1933.


                                       Very truly yours,

                                       RHOADS & SINON LLP


                                       By: /s/ Charles J. Ferry 
                                          ----------------------------------
                                          Charles J. Ferry

<PAGE>
 
                                 EXHIBIT 23.2
<PAGE>
 
                                 EXHIBIT 23.2

                       CONSENT OF BEARD & COMPANY, INC.



     We hereby consent to the use in this Registration Statement (Form S-8)
pertaining to the Community Independent Bank, Inc. 1996 Stock Option Plan for
Non-employee Directors of our report, dated January 23, 1998, relating to the
consolidated financial statements of Community Independent Bank, Inc. included
in Form 10-SB.



                                          /s/ Beard & Company. Inc.
                                    ------------------------------------
                                              BEARD & COMPANY, INC.


Reading, Pennsylvania
September 24, 1998


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