SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss.240.14a-11(c) or ss.240.14a-12
FIDELITY BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
[FIDELITY BANCORP, INC. LETTERHEAD]
January 12, 2001
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Fidelity Bancorp, Inc. The Annual Meeting will be held
at the Perrysville Branch of Fidelity Bank, PaSB, 1009 Perry Highway,
Pittsburgh, Pennsylvania on Tuesday, February 13, 2001, at 5:00 p.m., Eastern
Time. The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting, I will report on the operations of the Company. Directors and officers
of the Company will be present to respond to any questions stockholders may
have.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so. If you are planning to attend
the Annual Meeting, please let us know by marking the appropriate box on the
proxy card.
Your continued interest in Fidelity Bancorp, Inc. is sincerely
appreciated.
Very truly yours,
/s/William L. Windisch
------------------------------
William L. Windisch
Chairman of the Board and
Chief Executive Officer
<PAGE>
--------------------------------------------------------------------------------
FIDELITY BANCORP, INC.
1009 PERRY HIGHWAY
PITTSBURGH, PENNSYLVANIA 15237
412-367-3300
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
TO BE HELD ON FEBRUARY 13, 2001
--------------------------------------------------------------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of Fidelity
Bancorp, Inc. (the "Company") will be held at the Perrysville Branch of Fidelity
Bank, PaSB, 1009 Perry Highway, Pittsburgh, Pennsylvania on Tuesday, February
13, 2001, at 5:00 p.m., Eastern Time, for the following purpose:
(1) To elect three directors of the Company;
all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on January
2, 2001 are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
A copy of the Company's Annual Report for the year ended September 30,
2000 is enclosed.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Susan J. Lowe
------------------------------------
Susan J. Lowe
Secretary
Pittsburgh, Pennsylvania
January 12, 2001
--------------------------------------------------------------------------------
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF- ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
FIDELITY BANCORP, INC.
1009 PERRY HIGHWAY
PITTSBURGH, PENNSYLVANIA 15237
(412) 367-3300
PROXY STATEMENT
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 13, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Fidelity Bancorp, Inc. (the "Company")
to be used at the Annual Meeting of Stockholders which will be held at the
Perrysville Branch of Fidelity Bank, 1009 Perry Highway, Pittsburgh,
Pennsylvania, on February 13, 2001, at 5:00 p.m. Eastern Time (the "Meeting").
The accompanying Notice of Annual Meeting of Stockholders and this Proxy
Statement are being first mailed to stockholders on or about January 12, 2001.
All properly executed written proxies that are delivered pursuant to
this Proxy Statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of directors named in Proposal (1); and (b) in the discretion
of the proxy holders, as to any other matters that may properly come before the
Meeting. Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Corporate Secretary of the Company (Susan J. Lowe at 1009 Perry
Highway, Pittsburgh, Pennsylvania 15237) written notice of such revocation, (ii)
submitting a duly executed proxy bearing a later date, or (iii) attending the
Meeting and giving the Secretary notice of your intention to vote in person.
--------------------------------------------------------------------------------
VOTING STOCK AND VOTE REQUIRED
--------------------------------------------------------------------------------
The Board of Directors has fixed the close of business on January 2,
2001 as the record date for the determination of stockholders who are entitled
to notice of, and to vote at, the Meeting. On the record date, there were
2,110,718 shares of the Company's common stock outstanding (the "Common Stock").
Each stockholder of record on the record date is entitled to one vote for each
share held.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. With respect to any matter, any shares for which a broker
indicates on the proxy that it does not have discretionary authority as to such
shares to vote on such matter (the "Broker Non-Votes") will not be considered
present for purposes of determining whether a quorum is present. In the event
there are not sufficient votes for a quorum or to ratify any proposals at the
time of the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
of Directors enables a stockholder to vote for the election of the nominees set
forth in Proposal 1, proposed by the Board of Directors, or to withhold
authority to vote for the nominees being proposed. Such directors shall be
elected by a plurality of votes of the shares present in person or represented
by proxy at a meeting and entitled to vote in the election of directors.
<PAGE>
Unless otherwise required by law, all other matters shall be determined
by a majority of votes cast affirmatively or negatively without regard to (a)
Broker Non-Votes, or (b) proxies marked "ABSTAIN" as to that matter.
--------------------------------------------------------------------------------
PRINCIPAL HOLDERS
--------------------------------------------------------------------------------
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the record date, persons or groups who own more than 5%
of the Common Stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
record date. The ownership of all executive officers and directors of the
Company as a group is presented under "Proposal 1 - Election of Directors."
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount and Nature of
or Number of Beneficial Ownership as of Percent of
Persons in Group January 2, 2001 (1) Common Stock
---------------------------------------- --------------------------- ------------
<S> <C> <C>
Charles J. Moore 185,520(2) 8.79%
The Banc Funds
208 South LaSalle Street
Chicago, IL 60604
Fidelity Bancorp, Inc. 169,491(3) 8.03%
Employee Stock Ownership Plan
1009 Perry Highway
Pittsburgh, PA 15237
William L. Windisch 121,501(4) 5.67%
Director; Chairman of the Board and
Chief Executive Officer of the Company
</TABLE>
----------------------
(1) Adjusted to reflect the 10% stock dividend paid in November 2000.
(2) The information as to Charles J. Moore and The Banc Funds (the
"Reporting Group") is derived from an amended Schedule 13D dated
January 31, 2000, filed by the Reporting Group which states that Banc
Fund L.P. had sole voting and sole dispositive power with respect to
18,610 shares, Banc Fund III Trust had sole voting and sole dispositive
power with respect to 57,035 shares, Banc Fund IV L.P. had sole voting
and sole dispositive power with respect to 17,021 shares; Banc Fund IV
Trust had sole voting and sole dispositive power with respect to 57,258
shares, and Banc Fund V L.P. had sole voting and sole dispositive power
with respect to 35,596 shares.
(3) Pursuant to a schedule 13G filed by Fidelity Bancorp, Inc., on behalf
of three non-employee directors who are the trustees of the Bank's
Employee Stock Ownership Plan ("ESOP"), which has shared voting and
shared dispositive power over 169,491 shares of Common Stock. Such
shares are voted by the trustee in accordance with instructions from
either participants (as to shares allocated to their accounts) or the
ESOP trustees as directed by the ESOP committee (as to unallocated
shares). As of the record date, 154,586 shares have been allocated
under the ESOP to participant's accounts.
(4) See Note (7) to the table under "Proposal I - Election of Directors.
2
<PAGE>
--------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
--------------------------------------------------------------------------------
Section 16(a) of the Securities and Exchange Act of 1934 , as amended,
requires the Company's directors and executive officers to file reports of
ownership and changes in ownership of their equity securities of the Company
with the Securities and Exchange Commission and to furnish the Company with
copies of such reports. To the best of the Company's knowledge, all of the
filings by the Company's directors and executive officers were made on a timely
basis during the 2000 fiscal year. The Company is not aware of any beneficial
owners of more than ten percent of its Common Stock.
--------------------------------------------------------------------------------
PROPOSAL I - ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
Election of Directors
The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for up
to a three year period, with approximately one-third of the directors elected
each year. The Board of Directors currently consists of six members, each of
whom also serves as a director of Fidelity Bank, PaSB (the "Bank"). Three
directors will be elected at the Meeting.
J. Robert Gales has been nominated by the Board of Directors to serve
as a director for a term of two years to expire in 2003 and Robert F. Kastelic
and Oliver D. Keefer have been nominated by the Board of Directors to serve as
directors each for a term of three years to expire in 2004. Messrs. Gales,
Kastelic and Keefer are currently members of the Board of Directors and will
serve for their respective terms or until their successors have been elected and
qualified.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should Messrs. Gales,
Kastelic or Keefer withdraw or be unable to serve (which the Board of Directors
does not expect) or should any other vacancy occur in the Board of Directors, it
is the intention of the persons named in the enclosed proxy card to vote for the
election of such persons as may be recommended to the Board of Directors by the
Nominating Committee of the Board. If there are no substitute nominees, the size
of the Board of Directors may be reduced.
The following table sets forth each nominee and continuing director's
name, age, the year he or she first became a director, the year in which his or
her current term will expire and the number of shares and percentage of the
Common Stock beneficially owned on the record date. The following table also
sets forth, for all executive officers and directors as a group and for each
executive officer listed in the Summary Compensation Table under the caption
"Executive Compensation," the number of shares and the percentage of the
Company's Common Stock beneficially owned on the record date.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Year First Current Stock Beneficially Percent
Elected Term to Owned as of of
Name Age(1) Director(2) Expire January 2, 2001(3)(4) Class
------------------------ ------ ----------- -------- --------------------- ------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2003
J. Robert Gales 65 1984 2001 91,995 4.33%
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2004
Robert F. Kastelic 66 1990 2002 17,102 (5) --(10)
Oliver D. Keefer 57 1987 2002 44,144 2.08%
DIRECTORS CONTINUING IN OFFICE
Charles E. Nettrour 68 1987 2002 72,699 (5)(6) 3.42%
William L. Windisch 68 1958 2002 121,501 (7) 5.67%
Joanne Ross Wilder 58 1996 2003 10,614 (5) --(10)
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard G. Spencer 53 55,666 (8) 2.60%
Michael A. Mooney 46 34,976 1.64%
All executive officers and directors as a group (8 persons) 448,697 (5)(9) 19.72%
</TABLE>
------------------------
(1) As of September 30, 2000.
(2) Includes terms as a director of the Bank prior to the formation of the
Company in 1993. All directors of the Company currently serve as directors
of the Bank.
(3) Based on information furnished by the respective individuals. Unless
otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
(4) Includes shares of Common Stock which may be acquired within 60 days
pursuant to the exercise of outstanding stock options. Shares of Common
Stock which are subject to stock options are deemed to be outstanding for
the purpose of computing the percentage of Common Stock owned by such
person but are not deemed to be outstanding for the purpose of computing
the percentage of Common Stock owned by any other person. The amounts of
such shares included above are as follows: Mr. Gales, 14,774 shares; Mr.
Kastelic, 14,774 shares; Mr. Keefer, 14,774 shares; Mr. Nettrour, 14,774
shares; Mr. Windisch, 34,865 shares; Ms. Wilder, 10,216 shares; Mr.
Spencer, 30,294 shares, and Mr. Mooney, 29,921 shares.
(5) Excludes 14,905 unallocated shares held under the ESOP for which such
individuals serve as a member of the ESOP trust or as plan administrator.
Such individuals disclaim beneficial ownership with respect to shares held
in a fiduciary capacity.
(6) Includes 45,043 shares owned by Mr. Nettrour and 12,882 shares owned by
Martin & Nettrour, Incorporated.
(7) Includes 44,561 shares of Common Stock owned jointly with Mr. Windisch's
wife and 22,822 shares owned solely by Mr. Windisch's wife.
(8) Includes 12,332 shares owned jointly with Mr. Spencer's wife and 352 shares
owned by Mr. Spencer's minor children.
(9) Includes options for 164,392 shares of Common Stock which may be acquired
within 60 days pursuant to the exercise of outstanding stock options under
the Company's Employee Stock Compensation Program.
(10) Less than 1% of the Common Stock outstanding.
4
<PAGE>
Biographical Information
The principal occupation during the past five years of each nominee,
director and executive officer of the Company is set forth below.
Nominees For Directors:
J. Robert Gales is President and owner of J.R. Gales & Associates, a
civil engineering consulting firm in Pittsburgh, Pennsylvania.
Robert F. Kastelic is President and Chief Executive Officer of
X-Mark/CDT, a precision metal manufacturer in Washington, Pennsylvania. He is
also Chairman of the Board of Directors of Quasitronics Inc., an electronic and
computer peripheral equipment company in Houston, Pennsylvania.
Oliver D. Keefer is owner of Ralph E. Lane, P.C., certified public
accountants in Zelienople, Pennsylvania.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTORS.
Continuing Directors:
Charles E. Nettrour is President and Chief Executive Officer of Martin
& Nettrour, Incorporated, an insurance brokerage and consulting firm in
Pittsburgh, Pennsylvania and also of Retirement Designs Unlimited, Inc.,
retirement plan specialists in Pittsburgh, Pennsylvania.
William L. Windisch is Chairman of the Board and Chief Executive
Officer of the Company and Bank.
Joanne Ross Wilder is President of Wilder & Mahood, a legal services
firm in Pittsburgh, Pennsylvania.
Executive Officers Who Are Not Directors
Richard G. Spencer is the President, Chief Operating Officer, Chief
Financial Officer and Treasurer of the Company and Bank.
Michael A. Mooney is the Executive Vice President of the Company and
Bank and the Chief Lending Officer of the Bank.
Meetings and Committees of the Board of Directors
During the fiscal year ended September 30, 2000, the Board of Directors
held a total of 14 meetings. No director attended fewer than 75% of the total
meetings of the Board of Directors and committees during the period of his
service. In addition to other committees, as of September 30, 2000, the Company
had a Nominating Committee, a Compensation Committee, and an Audit Committee.
The Nominating Committee consists of the Board of Directors of the
Company. Nominations to the Board of Directors made by stockholders must be made
in writing to the Secretary and received by the
5
<PAGE>
Company not less than 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company. Notice to the Company
of such nominations must include certain information required pursuant to the
Articles of Incorporation. The Nominating Committee, which is not a standing
committee, met once during the 2000 fiscal year.
The Compensation Committee is comprised of directors Gales, Kastelic,
Keefer, Nettrour and Wilder. This standing committee has the responsibility of
reviewing the compensation paid by the Company and the Bank. The Committee met
twice during the 2000 fiscal year.
The Audit Committee is comprised of the non-employee directors Gales,
Kastelic, Keefer, Nettrour, and Wilder. The Board of Directors has determined
that each of the members of the Audit Committee is independent in accordance
with the amended issuer rules of the NASDAQ. The Audit Committee is a standing
committee and reviews the records and affairs of the Company and the Bank to
determine its financial condition, reviews with management and the independent
auditors the systems of internal control, and monitors the Company's and the
Bank's adherence in accounting and financial reporting to generally accepted
accounting principles. The Audit Committee met three times during the 2000
fiscal year.
The Board of Directors has reviewed, assessed the adequacy of and
approved a formal written charter for the Audit Committee. The full text of the
Charter of the Audit Committee appears as an Appendix to this Proxy Statement.
Director Compensation
Except for Mr. Windisch, directors of the Company receive an annual
stipend of $10,000 per year without regard to attendance at meetings. No fees
are paid by the Company for attending Board or Committee meetings of the
Company, although such meetings are generally held in conjunction with
comparable meetings of the Bank for which fees are paid. Directors of the Bank
receive $300 for each regular or special Board meeting attended, $300 for the
first Bank Committee meeting attended on any date, $125 for any subsequent Bank
Committee meeting held on the same date, and $125 for any telephone Bank
Committee meeting. Mr. Windisch, as a salaried employee, receives no director's
fees. For the fiscal year ended September 30, 2000, the Company paid a total of
approximately $99,000 in directors' fees.
Under the terms of the 1998 Stock Compensation Program (the "1998
Program") an aggregate of 17,149 of authorized but unissued shares (as adjusted
for the 10% stock dividend paid in November 2000) were reserved for future issue
to non-employee directors. On December 31, 1999, each non-employee director
received options to purchase 2,079 shares of Common Stock from the reserved
shares under the 1998 Program.
Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to the named executive officers of the Company for
each of three years ended September 30, 2000. No other executive officer of the
Company had a salary and bonus during such periods that exceeded $100,000 for
services rendered in all capacities to the Bank or the Company in the aggregate.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------------------- -----------------
Securities
Underlying All
Options/ Other
Name & Principal Position Year Salary($)(1) Bonus($) SARs (#)(2) Compensation($)
------------------------- ---- ------------ -------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
William L. Windisch 2000 158,808 43,417 3,300 88,660(3)
President and CEO 1999 159,423 31,847 4,125 85,087
1998 147,846 25,025 4,159 63,428
Richard G. Spencer 2000 98,285 28,945 2,750 19,273(4)
Executive Vice President, 1999 96,839 21,231 2,750 19,877
CFO and Treasurer 1998 89,585 12,960 3,437 14,789
Michael A. Mooney 2000 98,285 28,945 2,750 16,434(5)
Executive Vice President and 1999 96,839 21,231 2,750 17,201
Chief Lending Officer 1998 89,462 12,900 3,437 12,554
</TABLE>
------------------------
(1) Includes amounts deferred pursuant to the Company's Thrift Plan which
allows employees to defer up to 15% of their compensation, up to the
maximum established by law.
(2) See " -- Stock Awards".
(3) Consists of matching contributions by the Bank of $4,771 pursuant to the
Bank's Thrift Plan, the value of 333 shares of stock at a cost of $4.85
allocated under the ESOP, accrued benefit of $79,889 under the Salary
Continuation Plan and $2,385 relating to the premium expense of the life
insurance policy under the Group Term Replacement Plan. As of September 30,
2000, the ESOP shares had a fair value of $4,126.
(4) Consists of matching contributions by the Bank of $2,955 to the Bank's
Thrift Plan, the value of 252 shares of stock at a cost of $4.85 per share
allocated under the ESOP, accrued benefit of $14,798 under the Salary
Continuation Plan and $298 relating to the premium expense of the life
insurance policy under the Group Term Replacement Plan. As of September 30,
2000, the ESOP shares had a fair value of $3,122.
(5) Consists of matching contributions by the Bank of $1,970 pursuant to the
Bank's Thrift Plan, the value of 252 shares of stock at a cost of $4.85 per
share allocated under the ESOP, accrued benefit of $13,068 under the Salary
Continuation Plan and $174 relating to the premium expense of the life
insurance policy under the Group Term Replacement Plan. As of September 30,
2000, the ESOP shares had a fair value of $3,122.
Employment Agreements
Employment Agreements. The Bank entered into employment agreements with
the named executive officers. The employment agreements provide for a term of
three years. The agreements may be terminable by the Bank for "just cause" as
defined in the agreement. If the Bank terminates an officer without just cause,
the officer will be entitled to a continuation of his salary from the date of
termination through the remaining term of the agreement, but in no event for a
period of less than one year. The employment agreements contain a provision
stating that in the event of involuntary termination of employment in connection
with, or within one year after, any change in control of the Bank, each officer
will be paid in a lump sum an amount equal to 2.99 times his average taxable
compensation paid during the five prior calendar years. In the event of a change
in control of the Company, at September 30, 2000, Messrs. Windisch, Spencer, and
Mooney would currently be entitled to an aggregate lump sum payment of
approximately $497,000, $301,000 and $297,000, respectively.
Benefit Plans
The Group Term Replacement Plan ("GTR") is a plan where the Bank
applies for and owns a life insurance policy on the life of the employee. By way
of a separate split dollar agreement, the policy interests are divided between
the Bank and the employee. The Bank owns the policy cash surrender value,
including the accumulated policy earnings, and the policy death benefits over
and above the cash surrender
7
<PAGE>
value are endorsed to the employee and his or her beneficiary. For the year
ended September 30, 2000, Messrs. Windisch, Spencer and Mooney had compensation
of $2,385, $298, and $178, respectively, related to expenses of such death
benefits insurance.
The Salary Continuation Plan ("SCP") is a non-qualified executive
benefit plan where the Bank agrees to pay the executive additional benefits in
the future, usually at retirement, for a period of 15 years. For the year ended
September 30, 2000, Messrs. Windisch, Spencer and Mooney had an accrued SCP
benefit of $205,738, $38,109 and $33,654, respectively, and such benefits under
the SCP were vested for Mr. Windisch and not vested for Messrs. Spencer and
Mooney.
Stock Awards
The following tables set forth information concerning options granted
to the named executives and held by them as of September 30, 2000. The Company
has not granted to the named executive officers any stock appreciation rights
("SARs").
<TABLE>
<CAPTION>
OPTION/SAR GRANTS TABLE
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
------------------------------------------------------------------------------------------ --------------------------
Number of % of Total
Securities Option/SARs
Underlying Granted to Exercise or
Option/SARs Employees in Base Price Expiration
Name Granted (#)(1) Fiscal Year ($/Sh)(1) Date 5% ($) 10% ($)
------ --------------- ------------- ---------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
William L. Windisch 3,300 11.24% 12.05 Dec. 31, 2009 26,836 66,285
Richard G. Spencer 2,750 9.37 12.05 Dec. 31, 2009 22,363 55,238
Michael A. Mooney 2,750 9.37 12.05 Dec. 31, 2009 22,363 55,238
</TABLE>
-------------------------
(1) Adjusted to reflect the 10% stock dividend paid in November 2000.
(2) The amounts represent certain assumed rates of appreciation only over
10 year period. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the future performance of the
Common Stock and overall stock market conditions. There can be no
assurance that the amount reflected in the table will be achieved. The
values in the table are based upon the exercise price of $12.05 and the
closing price of $12.39 at September 30, 2000.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised In-
Option/SARs The-Money Option/SARs
Shares Acquired at FY-End (#) at FY-End (2)($)
Name on Exercise Value Realized ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
-------------------- ------------- --------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
William L. Windisch 2,200 13,142 31,865 / -- 58,175 / --
Richard G. Spencer 882 4,836 27,794 / -- 48,452 / --
Michael A. Mooney 882 5,036 27,421 / -- 46,279 / --
</TABLE>
--------------
(1) Market value of the underlying securities at the date of exercise minus the
exercise price, multiplied by the number of underlying securities.
(2) Market value of the underlying securities at year-end minus the exercise
price, multiplied by the number of underlying securities.
8
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee (the "Committee") of the Company consists of
Directors Gales, Kastelic, Keefer, Nettrour, and Wilder, with Director Nettrour
acting as Chairman. This committee also serves as the Compensation Committee for
the Bank. Members of the Committee are non-employee directors of the Company and
Bank. The Committee met twice during the fiscal year to review the performance
of the Bank's officers and employees, and to recommend compensation programs and
salary actions for the Bank and its personnel.
Board Compensation Committee Report on Executive Compensation
The Board of Directors has assigned to the Compensation Committee the
responsibility of formulating the compensation packages of the executive
officers and recommending those to the Board of Directors. The Committee met two
times during the past year. They reviewed the salaries, benefit programs and
employment agreements of the executive officers and made pertinent
recommendations regarding compensation increases and adjustments to the terms of
the employment agreements.
The Committee has established the following goals for the executive
management compensation programs:
o Motivate the executive officers to diligently pursue the
enhancement of stockholder value.
o Provide opportunities for the executives to earn compensation
consistent with competitive norms in the community in which the
Company operates.
o Reward the executives for achieving strategic performance
initiatives.
The references used by the Committee to aid in formulating their
recommendation to the Board of Directors included an analysis of currently
published compensation surveys, a comparison of the Company's base salary, bonus
and benefit programs with those of savings banks and commercial banks of
comparable size operating in the Company's geographic area, and the Company's
current operating results. Additionally, the Committee reviewed the performance
of and the contribution made by each executive officer during the year.
In arriving at its recommendations for the Chairman of the Board and
Chief Executive Officer William L. Windisch's compensation, the Committee
considered the overall profitability of the Company during the past year in
addition to the other criteria mentioned above. Chairman Windisch's compensation
was increased from $155,000 to $161,500 for the calendar year ending December
31, 2000.
The Board of Director established a Management Incentive Compensation
Plan, to provide for the payment of bonuses to senior executives. The Plan
specifies that a pool of funds will be created based upon the Bank achieving
certain income and other miscellaneous goals. The full amount of the pool will
be paid upon the attainment of 90% of the goal. Mr. Windisch's share of any pool
created will be 30%. The amount of that bonus for calendar year 2000 is $42,130.
For additional information regarding the named executive officers compensation,
please refer to "Executive Compensation."
Compensation Committee:
Gales
Kastelic
Keefer
Nettrour (Chairman)
Wilder
9
<PAGE>
Certain Relationships and Related Transactions
The Bank offers loans to its directors, officers and employees.
However, all of such loans are made in the ordinary course of business, are made
on substantially the same terms, including interest rates, collateral and
application fees, as those prevailing at the time for comparable transactions
with non-affiliated persons and do not involve more than the normal risk of
collectibility or present other unfavorable features.
Performance Graph
The following graph compares the cumulative total shareholder return of
the Common Stock with that of (a) the total return index for domestic companies
listed on the Nasdaq Stock Market and (b) the total return index for banks
listed on the Nasdaq Stock Market. These total return indices of the Nasdaq
Stock Market are computed by the Center for Research in Securities prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $1,000 at the market close on September 30, 1995 and the
reinvestment of dividends when paid.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
=========================================================================
9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Nasdaq U.S. $1,000 $1,187 $1,629 $1,655 $2,704 $3,590
------- ------- ------- ------- ------- -------
Nasdaq Bank $1,000 1,277 2,126 2,109 2,246 2,410
------- ------- ------- ------- ------- -------
Fidelity Bancorp $1,000 1,310 1,716 1,957 1,475 1,405
=========================================================================
</TABLE>
10
<PAGE>
There can be no assurance that the Common Stock performance will continue
with the same or similar trends depicted in the graph above. The Company will
not make or endorse any predictions as to future stock performance.
--------------------------------------------------------------------------------
2002 ANNUAL MEETING STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy statement
for the annual meeting of stockholders to be held in 2002, all stockholder
proposals must be submitted to the Secretary at the Company's office, 1009 Perry
Highway, Pittsburgh, Pennsylvania 15237 on or before September 13, 2001. Under
the Company's bylaws, in order to be considered for possible action by
stockholders at the 2002 annual meeting of stockholders, stockholder nominations
for director and stockholder proposals not included in the Company's proxy
statement must be submitted to the Secretary of the Company, at the address set
forth above, no later than December 14, 2001.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.
--------------------------------------------------------------------------------
FORM 10-K
--------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 2000, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,
FIDELITY BANCORP, INC., 1009 PERRY HIGHWAY, PITTSBURGH, PENNSYLVANIA 15237.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Susan J. Lowe
----------------------------------
Susan J. Lowe, Secretary
Pittsburgh, Pennsylvania
January 12, 2001
11
<PAGE>
Appendix
Fidelity Bancorp, Inc.
Audit Committee Charter
The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to shareholders and
others, the system of internal controls which management and the Board of
Directors have established, and the audit process.
The membership of the Audit Committee shall be composed of at least three
directors who are independent of the management of the Company and are free of
any relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a Committee member. All members
of the Committee shall be able to read and understand fundamental financial
statements, and at least one member of the Committee shall have accounting or
related financial management expertise.
In meeting its responsibilities, the Audit Committee believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to ensure to the Board of Directors and shareholders that the accounting and
reporting practices of the Company are in accordance with all requirements and
are of the highest quality.
The Audit Committee will:
1. Provide an open avenue of communication between the Internal
Auditor/Compliance Officer, the independent accountant and the Board of
Directors.
2. Review and update the Committee's charter annually.
3. Recommend to the Board of Directors the independent accountant to be
nominated, approve the compensation of the independent accountant, and
review and approve, if appropriate, the discharge of the independent
accountant.
4. Review and concur in the appointment, replacement, reassignment or
dismissal of the Internal Auditor/Compliance Officer.
5. Confirm and assure the independence of the Internal Auditor/Compliance
Officer and the independent accountant, including a review of management
consulting services and related fees provided by the independent
accountant.
6. Inquire of management, the Internal Auditor/Compliance Officer and the
independent accountant about significant risks or exposures and assess the
steps management has taken to minimize such risk to the Company.
7. Consider, in consultation with the Internal Auditor/Compliance Officer and
the independent accountant, the audit scope and plan of the internal
auditors and independent accountant.
8. Review with the Internal Auditor/Compliance Officer and the independent
accountant the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts and the effective use of audit
resources.
9. Consider and review with the independent accountant and the Internal
Auditor/Compliance Officer:
a. The adequacy of the Company's internal controls including
computerized information system controls and security.
b. Any related significant findings and recommendations of the
independent accountant and Internal Auditor/Compliance
Officer together with management's responses thereto.
A-1
<PAGE>
10. Review with management and the independent accountant at the completion of
the annual examination:
a. The Company's annual financial statements and related
footnotes.
b. The independent accountant's audit of the financial
statements and their report thereon.
c. Any significant changes required in the independent
accountant's audit plan.
d. Any serious difficulties or disputes with management
encountered during the course of the audit.
e. Other matters related to the conduct of the audit which are
to be communicated to the Committee under generally accepted
auditing standards.
11. Consider and review with management and the Internal Auditor/Compliance
Officer:
a. Significant findings during the year and management's
responses thereto.
b. Any difficulties encountered in the course of the audits,
including any restrictions on the scope of work or access to
required information.
c. Any changes required in the planned scope of the
audit/compliance review plan.
d. The internal auditing department budget and staffing.
12. Review filings with the SEC, regulatory agencies and other published
documents containing the Company's financial statements and consider
whether the information contained therein is consistent with the
information contained in the financial statements.
13. Review legal and regulatory matters that may have a material impact on the
financial statements, related Company compliance policies, and programs and
reports received from regulators.
14. Meet with the Internal Auditor/Compliance Officer, the independent
accountant and management in separate executive sessions to discuss any
matters that the Committee or these groups believe should be discussed
privately with the Audit Committee.
15. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
16. The Committee shall have the power to conduct or authorize investigations
into any matters within the Committee's scope of responsibilities. The
Committee shall be empowered to retain independent counsel, accountants, or
others to assist it in the conduct of any investigation.
17. The Committee shall meet at least three times per year or more frequently
as circumstances require.
18. The Committee shall perform such other functions as assigned by law, the
Company's charter or bylaws or the Board of Directors.
The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the Board of Directors.
A-2
<PAGE>
APPENDIX I
----------
--------------------------------------------------------------------------------
FIDELITY BANCORP, INC.
1009 PERRY HIGHWAY
PITTSBURGH, PENNSYLVANIA 15237
(412) 367-3300
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 13, 2001
--------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Fidelity
Bancorp, Inc. ("Company"), with full powers of substitution, to act as attorneys
and proxies for the undersigned, to vote all shares of Common Stock of the
Company that the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Perrysville Branch of Fidelity Bank, PaSB, 1009
Perry Highway, Pittsburgh, Pennsylvania on Tuesday, February 13, 2001 at 5:00
p.m. ("Meeting") and at any and all adjournments thereof, as follows:
FOR WITHHELD
--- --------
1. The election as directors of the nominees
listed below with terms to expire during |_| |_|
the year listed.
J. Robert Gales (2003)
Robert F. Kastelic (2004)
Oliver D. Keefer (2004)
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
------------ nominee's name on the lines provided below.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSITION 1. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournments thereof and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the notice of annual meeting of stockholders, a proxy
statement dated January 12, 2001, and an annual report.
Dated: Check box if planning to attend the Meeting |_|
--------------
----------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
----------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this
proxy was mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder
should sign.
--------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------------
