As filed with the Securities and Exchange Commission on
September 15, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FIRST LEESPORT BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2354007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
133 North Centre Avenue
Leesport, Pennsylvania 19533
(Address of principal (Zip Code)
executive office)
THE FIRST NATIONAL BANK OF LEESPORT
401(K) RETIREMENT SAVINGS PLAN
(Full title of Plan)
First Leesport Bancorp, Inc.
133 North Centre Avenue
Leesport, Pennsylvania 19533
___________(610) 926-2162____________
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
Raymond H. Melcher, Jr. Copies to:
Chairman, President and Chief David W. Swartz, Esquire
Executive Officer Stevens & Lee, P.C.
First Leesport Bancorp, Inc. 111 North Sixth Street
133 North Centre Avenue P.O. Box 679
Leesport, Pennsylvania 19533 Reading, PA 19603-0679
(610) 926-2162 (610) 478-2000
________________________________________
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed
Title of each Maximum Maximum Amount
Class of Amount Offering Aggregate of
Securities to to be Price per Offering Registration
Registered Registered(1) Share Price(2) Fee
Common Stock, 100,000 N/A $1,400,000 $369.60
$5.00 Par value
________________________________________________________________
(1) Based on the maximum number of shares of First Leesport
Bancorp, Inc. common stock, par value $5.00 per share,
authorized for issuance under the plan set forth above.
An indeterminate number of shares of common stock as may
become issuable by reason of the anti-dilution provisions
of the plans are also hereby registered.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee
based upon the average of the bid and asked prices for a
share of the Registrant's common stock on September 12,
2000.
PART II
Item 3. Incorporation of Documents by Reference.
This Registration Statement relates to 100,000 shares
of common stock, $5.00 par value, of First Leesport Bancorp,
Inc. ("First Leesport"), being registered for use under The
First National Bank of Leesport 401(k) Savings Plan (the
"Plan").
The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and made a part hereof:
(a) First Leesport's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999;
(b) First Leesport's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 2000 and June 30, 2000; and
(c) All other documents filed by First Leesport after the date
of this Registration Statement under Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to the
Registration Statement 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 part of
this Registration Statement from the date of filing of such
documents.
Any statement contained in a document that is incorporated
by reference will be modified or superseded for all purposes to
the extent that a statement contained in this prospectus (or in
any other document that is subsequently filed with the
Commission and incorporated by reference) modifies or is
contrary to that previous statement.
The document(s) containing the information specified in
Items 1 and 2 of Part I of this Form S-8 that will be sent or
given to the plan participants, as specified in Rule 428(b)(1)
and in accordance with the instructions to Part I of Form S-8,
are not filed with the Securities and Exchange Commission as a
part of this Registration Statement.
Item 4. Description of Securities.
The authorized capital stock of First Leesport
consists of 10,000 000 shares of common stock, $5.00 par value.
As of August 1, 2000, there were 1,853,005 shares of First
Leesport common stock outstanding. There are no other shares of
capital stock of First Leesport authorized, issued or
outstanding. First Leesport has no options, warrants, or other
rights authorized, issued or outstanding, other than options
granted under First Leesport's stock option and other employee
benefit plans.
Common Stock
The holders of First Leesport common stock share
ratably in dividends when and if declared by the First Leesport
Board of Directors from funds legally available from First
Leesport. Declaration and payment of cash dividends by First
Leesport depend upon dividend payments by The First National
Bank of Leesport and Merchant Bank of Pennsylvania Bank, which
are First Leesport's primary source of revenue and cash flow.
First Leesport is a legal entity separate and distinct from its
subsidiaries. Accordingly, the right of First Leesport, and
consequently the right of creditors and shareholders of First
Leesport, to participate in any distribution of the assets or
earnings of any subsidiary is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that
claims of First Leesport in its capacity as a creditor may be
recognized.
For certain limitations on the ability of First
Leesport Bank to pay dividends to First Leesport, see First
Leesport's Annual Report on Form 10-K for the year ended
December 31, 1999.
Each holder of shares of First Leesport common stock
has one vote for each share held on matters upon which
shareholders have the right to vote. First Leesport
shareholders cannot cumulate votes in the election of directors.
Holders of First Leesport common stock have no
preemptive rights to acquire any additional shares of First
Leesport. In addition, First Leesport common stock is not
subject to redemption.
First Leesport's Articles of Incorporation authorize
the First Leesport Board of Directors to issue authorized shares
of First Leesport common stock without shareholder approval.
First Leesport common stock is included for quotation on the
Nasdaq Small Cap Market. To maintain Nasdaq inclusion, First
Leesport's shareholders must approve the issuance of additional
shares of First Leesport common stock or securities convertible
into First Leesport common stock if the issuance of such
securities
- relates to acquisition of a company and the
securities will have 20% or more of the voting
power outstanding before the issuance;
- relates to acquisition of a company in which a
director, officer or substantial shareholder of
First Leesport has a 5% or greater interest and
the issuance of the securities could result in
an increase in outstanding common stock or
voting power of 5% or more;
- relates to a transaction, other than a public
offering, at a price less than the greater of
book or market value in which the shares issued
will equal 20% or more of the shares of First
Leesport common stock or 20% or more of the
voting power outstanding before issuance; or
- would result in a change in control of First
Leesport.
Under Nasdaq rules, shareholders must also approve a
stock option or purchase plan applicable to officers and
directors other than a broadly-based plan in which other
security holders of First Leesport or employees of First
Leesport participate.
In the event of liquidation, dissolution or winding-up
of First Leesport, whether voluntary or involuntary, holders of
First Leesport common stock share ratably in any of its assets
or funds that are available for distribution to its shareholders
after the satisfaction of its liabilities (or after adequate
provision is made for the satisfaction of its liabilities).
Special Charter and Pennsylvania Corporate Law Provisions
First Leesport's Articles of Incorporation and Bylaws
contain provisions which may have the effect of deterring or
discouraging an attempt to acquire control of First Leesport.
These provisions:
- divide the First Leesport Board of Directors
into three classes serving staggered three-year
terms;
- require that shares with at least 70% of total
voting power approve mergers and other similar
transactions in which First Leesport would not
be the surviving or controlling entity;
- require that shares with at least a majority, or
in certain instances 70%, of total voting power
approve the repeal or amendment of First
Leesport's Articles of Incorporation;
- require any person who acquires stock of First
Leesport with voting power of 30% or more offer
to purchase for cash all remaining shares of
First Leesport voting stock at the highest price
paid for shares of First Leesport during the
preceding year, unless 80% or more of the
directors approve the acquisition of First
Leesport by such person;
- eliminate cumulative voting in elections of
directors;
- allow the Board of Directors to consider any
pertinent issues when considering whether to
oppose an offer to acquire First Leesport and
allow it to take any lawful action to accomplish
rejection of an offer;
- require advance notice of nominations for the
election of directors at meetings of
shareholders; and
- require shareholders entitled to cast at least
20% of the vote which all shareholders are
entitled to cast to call a special meeting.
The Pennsylvania Business Corporation Law also
contains certain provisions applicable to First Leesport which
may have the effect of impeding a change in control of First
Leesport. These provisions:
- require that, following any acquisition by a
shareholder of 20% of a public corporation's
voting power, the remaining shareholders have
the right to receive payment for their shares,
in cash, in an amount equal to the "fair value"
of the shares, including an increment
representing a proportion of any value payable
for control of the corporation;
- prohibit for five years, subject to certain
exceptions, a "business combination," which
includes a merger or consolidation of the
corporation or a sale, lease or exchange of
assets, with a shareholder or group of
shareholders beneficially owning 20% or more of
a public corporation's voting power;
- prevent a shareholder acquiring different levels
of voting power (20%, 33% and 50%) from voting
any shares in excess of the applicable threshold
unless "disinterested shareholders" approve such
voting rights; and
- require any person or group that publicly
announces that it may acquire control of the
corporation, or that acquires or publicly
discloses an intent to acquire 20% or more of
the voting power of the corporation, to disgorge
to the corporation any profits it receives form
sales of the corporation's equity securities
purchased over the prior 18 months.
The Pennsylvania Business Corporation Law also contains
provisions which, to the extent applicable to First Leesport at
the present time, generally:
- expand the factors and groups (including
shareholders) which the First Leesport Board of
Directors can consider in determining whether a
certain action is in the best interests of the
corporation;
- provide that the First Leesport Board of
Directors need not consider the interests of any
particular group as dominant or controlling;
- provide that First Leesport's directors, in
order to satisfy the presumption that they have
acted in the best interests of the corporation,
need not satisfy any greater obligation or
higher burden of proof for actions relating to
an acquisition or potential acquisition of
control;
- provide that actions relating to acquisitions
of control that are approved by a majority of
"disinterested directors" are presumed to
satisfy the directors' standard, unless proven
by clear and convincing evidence that the
directors did not assent to such action in good
faith after reasonable investigation; and
- provide that the fiduciary duty of First
Leesport's directors is solely to the
corporation and may be enforced by the
corporation or by a shareholder in a derivative
action, but not by a shareholder directly.
Pennsylvania law as applicable to First Leesport also
explicitly provides that the fiduciary duty of directors shall
not be deemed to require directors:
- to redeem any rights under, or to modify or
render inapplicable, any shareholder rights
plan;
- to render inapplicable, or make determinations
under, provisions of the Pennsylvania Business
Corporation Law of 1988, relating to control
transactions, business combinations,
control-share acquisitions or disgorgement by
certain controlling shareholders following
attempts to acquire control; or
- to act as the board of directors, a committee of
the board or an individual director solely
because of the effect such action might have on
an acquisition or potential or proposed
acquisition of control of the corporation or the
consideration that might be offered or paid to
shareholders in such an acquisition.
One of the effects of the statutory fiduciary duty
provisions of Pennsylvania law may be to make it more difficult
for a shareholder to successfully challenge the actions of the
First Leesport Board of Directors in a potential change in
control context. Pennsylvania case law appears to provide that
the fiduciary duty standard under the Pennsylvania Business
Corporation Law grants directors the statutory authority to
reject or refuse to consider any potential or proposed
acquisition of the corporation.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct. Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.
The bylaws of First Leesport provide for
(1) indemnification of directors, officers, employees and agents
of First Leesport and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law unless the director has breached or failed
to perform the duties of his or her office under Subchapter B of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988,
as it may be amended, and such breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by First Leesport.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibits:
Number Title
4.1 Articles of Incorporation of First Leesport Bancorp,
Inc. (Incorporated by reference to Exhibit 3.1
of the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1998.)
4.2 By-Laws of First Leesport Bancorp, Inc. (Incorporated
by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-KSB for the year ended
December 31, 1998.)
5.1 Opinion of Stevens & Lee, P.C.
5.2 The Registrant previously received a determination
letter dated February 8, 1995, from the Internal
Revenue Service that the Plan qualified under
Section 401 of the Internal Revenue Code. A copy of
such determination letter is attached to the
registration statement as Exhibit 5.2. The Registrant
undertakes to submit any amendment to the Plan to the
IRS to the extent required in a timely manner and will
make all changes required by the IRS in order to
qualify the Plan, as so amended, under Section 401 of
the Internal Revenue Code.
23.1 Consent of Stevens & Lee, P.C. (included in
Exhibit 5.1).
23.2 Consent of Beard & Company, Inc., independent auditors.
24.1 Power of Attorney (included on 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by these paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such 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 whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the Borough of
Leesport, Commonwealth of Pennsylvania on August 15, 2000.
FIRST LEESPORT BANCORP, INC.
By:/s/Raymond H. Melcher, Jr.____
Raymond H. Melcher, Jr.
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond H.
Melcher, Jr., Kurt A. Phillips, or David W. Swartz, Esquire and
each of them, his true and lawful attorney-in-fact, as agent
with full power of substitution and resubstitution for him and
in his name, place and stead, in any and all capacity, to sign
any or all amendments to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agents full
power and authority to do and perform each and every act and
this 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,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.
Signature
/s/Raymond H. Melcher, Jr. Chairman, President August 15, 2000
Raymond H. Melcher, Jr. and Chief Executive
Officer (Principal
Executive Officer),
Director
/s/Kurt A. Phillips Senior Vice President August 15, 2000
Kurt A. Phillips and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
__________________________ Director August 15, 2000
Edward C. Barrett
/s/James H. Burton________ Director August 15, 2000
James H. Burton
__________________________ Director August 15, 2000
Anthony R. Cali
/s/John T. Connelly Director August 15, 2000
John T. Connelly
/s/Charles J. Hopkins Director August 15, 2000
Charles J. Hopkins
/s/Keith W. Johnson Director August 15, 2000
Keith W. Johnson
/s/William Keller Director August 15, 2000
William Keller
__________________________ Director August 15, 2000
Andrew J. Kuzneski, Jr.
/s/Harry J. O'Neill, III Director August 15, 2000
Harry J. O'Neill, III
__________________________ Director August 15, 2000
Roland C. Moyer, Jr.
/s/Karen A. Rightmire Director August 15, 2000
Karen A. Rightmire
/s/Alfred J. Weber Director August 15, 2000
Alfred J. Weber
Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrators of The First National Bank of Leesport
401(k) Savings Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Leesport, Commonwealth of
Pennsylvania on this 15th day of September 2000.
THE FIRST NATIONAL BANK OF LEESPORT
401(K) SAVINGS PLAN
By /s/ Sheila Reppert
Plan Administrator
EXHIBIT INDEX
Number Title
5.1 Opinion of Stevens & Lee, P.C.
5.2 IRS determination letter, dated February 18, 1993,
regarding The First National Bank of Leesport 401(k)
Savings Plan.
23.1 Consent of Stevens & Lee, P.C. (included in
Exhibit 5.1).
23.2 Consent of Beard & Company, Inc., independent
auditors.
24.1 Power of Attorney (included on signature page).
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