<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 Employee Stock Option Plan
(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
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $5
per share 50,000 shares $14.625 $731,250 $215.72
=====================================================================================================================
</TABLE>
(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.
-2-
<PAGE>
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.
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 Employee Stock Option Plan.
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,
-3-
<PAGE>
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;
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
-5-
<PAGE>
/s/ Shirley M. Luckenbill Treasurer and Assistant 9-10-98
- -------------------------- Secretary -------
Shirley M. Luckenbill
/s/ Linda L. Strohmenger Secretary (and principal
- ------------------------- accounting officer) 9-10-98
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 J Potteiger Director 9-10-98
- ------------------------- -------
Walter J. 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 Employee Stock Option
Plan.
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).
<PAGE>
EXHIBIT 4.1
<PAGE>
COMMUNITY INDEPENDENT BANK, INC.
1996 EMPLOYEE STOCK OPTION PLAN
1. Purpose of Plan
The purpose of this 1996 Employee Stock Option Plan (the "Plan") is to
provide additional incentive to officers and other key employees of Community
Independent Bank, Inc. (the "Company") and each present or future parent or
subsidiary corporation by encouraging them to invest in shares of the Company's
common stock, $5.00 par value ("Common Stock"), and thereby acquire a
proprietary interest in the Company and an increased personal interest in the
Company's continued success and progress, to the mutual benefit of officers,
employees and shareholders.
2. Aggregate Number of Shares
25,000 shares of the Company's 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 Option Committee (defined in
Section 4 (a)), 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
in part, shall be available for future options granted under this Plan.
<PAGE>
3. Class of Persons Eligible to Receive Options
All officers and key employees of the Company and of any present or
future Company parent or subsidiary corporation are eligible to receive an
option or options under this Plan. The individuals who shall, in fact, receive
an option or options shall be selected by the Option Committee, in its sole
discretion, except as otherwise specified in Section 4 hereof. During the term
of this Plan, no optionee under this Plan shall be entitled to be granted
options to purchase shares of the Company's Common Stock in excess of the total
number of shares set forth in Section 2 of this Plan (as adjusted pursuant to
Section 2).
4. Administration of Plan
(a) This Plan shall be administered by the Option Committee
("Committee") appointed by the Company's Board of Directors. The Committee shall
consist of a minimum of two and a maximum of five members of the Board of
Directors, each of whom shall be a "disinterested person" within the meaning of
Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended, or
any future corresponding rule. The Committee shall, in addition to its other
authority and subject to the provisions of this Plan, determine which
individuals shall in fact be granted an option or options, whether the option
shall be an Incentive Stock Option or a Non-Qualified Stock Option (as such
terms are defined in Section 5(a)), the number of shares to be subject to each
of the options, the time or times at which the options shall be granted, the
rate of option exercisability, and, subject to Section 5 hereof, the price at
which each of the options is exercisable and the duration of the option.
(b) The Committee 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 Committee shall constitute a quorum for all purposes. The vote or
written consent of a majority of the members of the Committee on a particular
matter shall constitute the act of the Committee on such matter. The Committee
shall have the 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 Plan and the options issued pursuant to it, and such
action shall be final, binding and conclusive upon all
-2-
<PAGE>
parties concerned. No member of the Committee or the Board of Directors shall be
liable for any act or omission (whether or not negligent) taken or omitted in
good faith, or for the exercise of an authority or discretion granted in
connection with the Plan to a Committee or the Board of Directors, or for the
acts or omissions of any other members of a Committee or the Board of Directors.
Subject to the numerical limitations on Committee membership set forth in
Section 4(a) hereof, the Board of Directors may at any time appoint additional
members of the Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be filled
by the Board of Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock Options
(a) Options issued pursuant to this Plan may be either Incentive Stock
Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock Options
granted pursuant to Section 5(c) hereof, as determined by the Committee. An
"Incentive Stock Option" is an option which satisfies all of the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and
the regulations thereunder, and a "Non-Qualified Stock Option" is an option
which either does not satisfy all of those requirements or the terms of the
option provide that it will not be treated as an Incentive Stock Option. The
Committee may grant both an Incentive Stock Option and a Non-Qualified Stock
Option to the same person, or more than one of each type of option to the same
person. The option price for options issued under this Plan shall be equal at
least to the fair market value (as defined below) 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) Subject to the authority of the Committee set forth in Section 4(a)
hereof, Incentive Stock Options issued
-3-
<PAGE>
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. Incentive Stock Options shall not be exercisable after the expiration
of ten years from the date such options are granted, unless terminated earlier
under the terms of the option. At the time of the grant of an Incentive Stock
Option hereunder, the Committee may, in its discretion, amend or supplement any
of the option terms contained in Appendix I for any particular optionee,
provided that the option as amended or supplemented satisfies the requirements
of Section 422 of the Code and the regulations thereunder. Each of the options
granted pursuant to this Section 5(b) is intended, if possible, to be an
"Incentive Stock Option" as that term is defined in Section 422 of the Code and
the regulations thereunder. In the event this Plan or any option granted
pursuant to this Section 5(b) is in any way inconsistent with the applicable
legal requirements of the Code or the regulations thereunder for an Incentive
Stock Option, this Plan and such option shall be deemed automatically amended as
of the date hereof to conform to such legal requirements, if such conformity may
be achieved by amendment.
(c) Subject to the authority of the Committee set forth in Section 4(a)
hereof, Non-Qualified Stock Options issued pursuant to this Plan shall be issued
substantially in the form set forth in Appendix II hereof, which form is hereby
incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Non-Qualified Stock
Options shall expire ten years and 30 days after the date they are granted,
unless terminated earlier under the option terms. At the time of granting a
Non-Qualified Stock Option hereunder, the Committee may, in its discretion,
amend or supplement any of the option terms contained in Appendix II for any
particular optionee.
(d) Neither the Company nor any of its current or future parent,
subsidiaries or affiliates, nor their officers, directors, shareholders, stock
option plan committees, employees or agents shall have any liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an "Incentive Stock Option" as that term is used in Section 422
of the Code and the regulations thereunder; (ii) any optionee does not obtain
the tax treatment pertaining to an
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<PAGE>
Incentive Stock Option; or (iii) any option granted pursuant to Section 5(c)
hereof is an "Incentive Stock Option."
6. Amendment, Supplement, Suspension and Termination
Options shall not be granted pursuant to this Plan after the expiration
of ten years from the date the Plan is adopted by the Board of Directors of the
Company. The Board of Directors 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; provided,
however, that such action shall not affect options granted under the Plan prior
to the actual date on which such action occurred. If an amendment or supplement
of this Plan is required by the Code or the regulations thereunder to be
approved by the shareholders of the Company in order to permit the granting of
"Incentive Stock Options" (as that term is defined in Section 422 of the Code
and regulations thereunder) pursuant to the amended or supplemented Plan, such
amendment or supplement shall also be approved by the shareholders of the
Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed amendment,
supplement, suspension or termination for shareholder approval, such submission
shall not require any future amendments, supplements, suspensions or
terminations (whether or not relating to the same provision or subject matter)
to be similarly submitted for shareholder 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 as prescribed in the Code and the
regulations thereunder. Options may be granted under this Plan prior to
obtaining shareholder approval, provided such options shall not be exercisable
until shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any employee the right to continue in the employ of
the Company or any affiliated
-5-
<PAGE>
or subsidiary corporation or interfere in any way with the rights of the Company
or any affiliated or subsidiary corporation to terminate his employment in any
way.
(b) Corporate action constituting an offer of stock for sale to any
employee under the terms of the options to be granted hereunder shall be deemed
complete as of the date when the Committee authorizes the grant of the option to
the employee, regardless of when the option is actually delivered to the
employee or acknowledged or agreed to by him.
(c) The terms "parent corporation" and "subsidiary corporation" as used
throughout this Plan, and the options granted pursuant to this Plan, shall
(except as otherwise provided in the option form) have the meaning that is
ascribed to that term when contained in Section 422(b) of the Code and the
regulations thereunder, and the Company shall be deemed to be the grantor
corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also refer to
the corresponding provisions of any future United States revenue law.
(e) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.
-6-
<PAGE>
APPENDIX I
INCENTIVE STOCK OPTION
To:
Name
Address
Date of Grant:
You are hereby granted an option, effective as of the date hereof, to
purchase ________________ shares of common stock, $5.00 par value ("Common
Stock"), of Community Independent Bank, Inc. (the "Company") at a price of
$____________ per share pursuant to the Company's 1996 Employee Stock Option
Plan (the "Plan") .
Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to two years
from the date of grant, your option may be exercised for up to 33 1/3% of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for 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 Option
Committee deems in its sole discretion to be similar circumstances) . Each
succeeding year thereafter, your option may be exercised for up to an additional
33 1/3% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for 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 Option
Committee deems in its sole discretion to be similar circumstances) . Thus, this
option is fully exercisable on and after three years after the date of grant,
except if terminated earlier as provided herein. No fractional shares shall be
issued or delivered. This option shall terminate and is not exercisable after
ten years from the date of
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<PAGE>
its grant (the "Scheduled Terminated Date"), except if terminated earlier as
hereafter provided.
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control, and
notwithstanding the foregoing paragraph, be exercised for up to 100% of the
total number of shares then subject to the option minus the number of shares
previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Option Committee
deems in its sole discretion to be similar circumstances) . A "change of
control" shall be deemed to have occurred upon the happening of any of the
following events:
(1) A change within a twelve-month period in a majority of the members
of the board of directors of the Company;
(2) A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or
(3) Any other event deemed to constitute a "change of control" by the
Option Committee.
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 Option Committee) 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 Option Committee) any combination of cash and Common
Stock of the Company valued as provided in clause (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.
-8-
<PAGE>
Your option will, to the extent not previously exercised by you,
terminate three months after the date on which your employment by the Company or
a Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary) other than by reason of disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations thereunder, or death, in which case your option will
terminate one year from the date of termination of employment due to disability
or death (but in no event later than the Scheduled Termination Date). After the
date your employment is terminated, as aforesaid, 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 your employment terminated. If you are employed by a
Company subsidiary corporation, your employment shall be deemed to have
terminated on the date your employer ceases to be a Company subsidiary
corporation, unless you are on that date transferred to the Company or another
Company subsidiary corporation. Your employment shall not be deemed to have
terminated if you are transferred from the Company to a Company subsidiary
corporation, or vice versa, or from one Company subsidiary corporation to
another Company subsidiary corporation.
If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may, at any
time within one year after the date of your death (but in no event later than
the Scheduled Termination Date), exercise the option as to any shares which you
had a right to purchase and did not purchase during your lifetime. If your
employment with the Company or a Company parent or subsidiary corporation is
terminated by reason of your becoming disabled (within the meaning of
Section 22(e)(3) of the Code and the regulations thereunder), you or your legal
guardian or custodian may at any time within one year after the date of such
termination (but in no event later than the Scheduled Termination Date),
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
-9-
<PAGE>
what the Option Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to 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 Option Committee. 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 shareholder 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 would violate 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 pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the Code
and the regulations thereunder;
(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 or sell.
-10-
<PAGE>
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 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.
-11-
<PAGE>
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.
It is the intention of the Company and you that this option shall, if
possible, be an "Incentive Stock Option" as that term is used in Section 422 of
the Code and the regulations thereunder. In the event this option is in any way
inconsistent with the legal requirements of the Code or the regulations
thereunder for an "Incentive Stock Option," this option shall be deemed
automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.
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 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.
-12-
<PAGE>
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
-13-
<PAGE>
APPENDIX II
NON-QUALIFIED STOCK OPTION
To:
Name
Address
Date of Grant:
You are hereby granted an option, effective as of the date hereof, to
purchase _______________ shares of common stock, $5.00 par value ("Common
Stock"), of Community Independent Bank, Inc. (the "Company") at a price of
$____________ per share pursuant to the Company's 1996 Employee Stock Option
Plan (the "Plan").
Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to two years
from the date of grant, your option may be exercised for up to 33 1/3% of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for 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 Option
Committee deems in its sole discretion to be similar circumstances). Each
succeeding year thereafter, your option may be exercised for up to an additional
33 1/3% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for 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 Option
Committee deems in its sole discretion to be similar circumstances). Thus, this
option is fully exercisable on and after three years after the date of grant,
except if terminated earlier as provided herein. No fractional shares shall be
issued or delivered. This option shall terminate and is not exercisable after
ten years from the date of
-14-
<PAGE>
its grant (the "Scheduled Terminated Date"), except if terminated earlier as
hereafter provided.
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control, and
notwithstanding the foregoing paragraph, be exercised for up to 100% of the
total number of shares then subject to the option minus the number of shares
previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Option Committee
deems in its sole discretion to be similar circumstances). A "change of
control" shall be deemed to have occurred upon the happening of any of the
following events:
(1) A change within a twelve-month period in a majority of the members
of the board of directors of the Company;
(2) A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or
(3) Any other event deemed to constitute a "change of control" by the
Option Committee.
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 Option Committee) 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 Option Committee) any combination of cash and Common
Stock of the Company valued as provided in clause (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.
-15-
<PAGE>
Your option will, to the extent not previously exercised by you, terminate
three months after the date on which your employment by the Company or a Company
subsidiary corporation is terminated (whether such termination be voluntary or
involuntary) other than by reason of disability as defined in Section 22(e) (3)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder, or death, in which case your option will terminate one
year from the date of termination of employment due to disability or death (but
in no event later than the Scheduled Termination Date). After the date your
employment is terminated, as aforesaid, 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 your employment terminated. If you are employed by a Company subsidiary
corporation, your employment shall be deemed to have terminated on the date your
employer ceases to be a Company subsidiary corporation, unless you are on that
date transferred to the Company or another Company subsidiary corporation. Your
employment shall not be deemed to have terminated if you are transferred from
the Company to a Company subsidiary corporation, or vice versa, or from one
Company subsidiary corporation to another Company subsidiary corporation.
If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may, at any
time within one year after the date of your death (but in no event later than
the Scheduled Termination Date), exercise the option as to any shares which you
had a right to purchase and did not purchase during your lifetime. If your
employment with the Company or a Company parent or subsidiary corporation is
terminated by reason of your becoming disabled (within the meaning of
Section 22(e) (3) of the Code and the regulations thereunder), you or your legal
guardian or custodian may at any time within one year after the date of such
termination (but in no event later than the Scheduled Termination Date),
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
-16-
<PAGE>
what the Option Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to 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 Option Committee. 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 shareholder 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 would violate 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 pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the Code
and the regulations thereunder;
(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 or sell.
-17-
<PAGE>
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 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.
-18-
<PAGE>
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.
It is the intention of the Company and you that this option shall not be an
"Incentive Stock Option" as that term is used in Section 422 of the Code and the
regulations thereunder.
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 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
-19-
<PAGE>
EXHIBIT 5
<PAGE>
[LETTERHEAD OF RHOADS & SINON LLP APPEAR 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 Employee Stock Option Plan
-------------------------------
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
50,000 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 Employee Stock Option
Plan 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
