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-3
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 No.
133 North Centre Avenue
Leesport, Pennsylvania 19533
(610) 926-2162
(Address and Telephone Number of Principal Executive Offices)
___________________________
Copies to:
Raymond H. Melcher, Jr. David W. Swartz, Esquire
Chairman, President and Stevens & Lee, P.C.
Chief Executive Officer 111 North Sixth Street
First Leesport Bancorp, Inc. P.O. Box 679
133 North Centre Avenue Reading, Pennsylvania 19603-0679
Leesport, Pennsylvania 19533 (610) 478-2000
(610) 926-2162
(Name, Address and Telephone
Number of Agent for Service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
__________________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title of each Proposed
class of maximum Proposed
securities Amount offering aggregate Regis-
to be to be price per offering tration
registered registered unit(1) price Fee
________________________________________________________________
Common Stock, 200,000 shares $14.00 $2,800,000 $739.20
$5.00 par
value
________________________________________________________________
(1) Estimated solely for the purposes of calculating the
registration fee. Computed in accordance with Rule 457(c),
on the basis of the average of the bid and asked prices for
the common stock of First Leesport Bancorp, Inc. in the
over-the-counter market on September 12, 2000.
__________________
PROSPECTUS
FIRST LEESPORT BANCORP, INC.
___________________________
AMENDED AND RESTATED
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
___________________________
First Leesport Bancorp, Inc. is offering shareholders
the opportunity to automatically reinvest dividends for the
purchase of shares of First Leesport common stock under this
Dividend Reinvestment and Stock Purchase Plan. First Leesport
is also providing participants the opportunity to purchase
additional shares of First Leesport common stock through
optional cash payments.
___________________________
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense. These
securities are not savings or deposit accounts or other
obligations of any bank, and they are not insured by the Federal
Deposit Insurance Corporation or any governmental agency.
___________________________
This Prospectus is dated September 15, 2000.
FIRST LEESPORT BANCORP, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following, in a question and answer format, is
First Leesport's Amended and Restated Dividend Reinvestment and
Stock Purchase Plan. Those holders of common stock who do not
participate in the Plan will continue to receive cash dividend
payments by check, if and when dividends are declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of First
Leesport common stock with an attractive and convenient method
of investing cash dividends and, from time to time as the Board
of Directors of First Leesport may in its discretion determine,
voluntary cash payments, in additional shares of common stock.
To the extent the shares are purchased directly from First
Leesport, First Leesport will receive additional funds to be
used for general corporate purposes (see "Use of Proceeds").
Advantages
2. What are the advantages of the Plan?
- Participants may reinvest quarterly dividends to
purchase additional shares of common stock,
including dividends paid on full and fractional
shares held in a participant's account.
- Participants may invest by making monthly optional
cash payments up to specified limits in any month.
Shares purchased with optional cash payments will
automatically be enrolled in the Plan.
- Participants will receive a detailed statement of
account transactions.
- The Plan provides for safekeeping, free of charge,
for all certificates representing shares of common
stock purchased under the Plan through the Plan's
free custodial service.
- Participants may change options under the Plan at
any time. Participants may elect to have all
dividends reinvested, or only partial dividends
reinvested.
- Participants retain voting control of shares held
under the Plan.
As of the date of this Prospectus, optional cash
purchases may be made in any amount from a minimum payment of
$50 up to a maximum total of $5,000 per month. The minimum and
maximum amounts of monthly optional cash purchases may be
changed (or optional cash purchases may be eliminated), however,
at First Leesport's discretion.
Administration
3. Who administers the Plan for Participants?
American Stock Transfer & Trust Company will
administer the Plan as agent (the "Agent") for Participants, and
in such capacity sends statements of account to Participants and
performs other duties relating to the Plan. All correspondence
relating to the Plan should mention the First Leesport Bancorp,
Inc. Dividend Reinvestment Plan, should include your account
number, and should be directed to:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
59 Maiden Lane
New York, New York 10038
Telephone requests may be directed to the Agent at 1-
800-278-4353.
Participation
4. Who is eligible to participate?
All record holders of at least one whole share of
common stock are eligible to participate in the Plan. If you
hold your shares in your own name, you may participate in the
Plan. If you are a beneficial owner whose shares are registered
in any name other than your own (e.g., in a broker's "street
name" or in the name of a bank nominee), you must either make
appropriate arrangements for your broker or nominee to
participate in the Plan on your behalf or you must become a
shareholder of record by having those shares with respect to
which you wish to participate transferred into your own name.
Beneficial owners who are not record holders, however, may not
make optional cash payments to purchase additional shares of
common stock under the Plan.
Shareholders residing in certain states may be
ineligible to participate in the Plan if First Leesport, in its
sole discretion, determines that causing the Plan to comply with
the applicable laws and regulations in such states is onerous.
Shareholders who participate in First Leesport's
existing dividend reinvestment plan will be enrolled
automatically in this Plan. No action is required by such
participants to remain enrolled in the Plan.
5. Is partial participation possible under the Plan?
Yes. If you desire that the dividends on only some of
your shares held of record be reinvested under the Plan, you may
indicate such number of shares on the Plan authorization form.
Dividends will thereafter be reinvested on the number of shares
you specify, and you will continue to receive cash dividends on
the remainder of your shares.
6. How does an eligible shareholder become a Participant?
An eligible shareholder who is the record holder of
common stock may join the Plan at any time by completing and
signing the authorization form included with this Prospectus and
returning it to the Agent. A postage-paid envelope is provided
for that purpose.
The Agent must receive authorization forms for new
Participants prior to a dividend record date to reinvest the
related dividend.
7. Does a shareholder have to authorize dividend reinvestment
on a minimum number of shares?
No. An eligible shareholder can authorize the
reinvestment of dividends on any full number of shares of common
stock.
8. May a Participant change the number of shares subject to
the Plan?
Yes. If you wish to change the number of shares of
common stock subject to the Plan, you must notify the Agent in
writing to that effect. Any notification received after a
dividend record date will not be effective until dividends paid
for that record date have been reinvested and the shares
credited to your account.
Purchases
9. What is the source for shares of common stock purchased
under the Plan?
Plan shares will be purchased, at First Leesport's
discretion, either directly from First Leesport or on the open
market, or both.
10. When and how will shares of common stock be purchased
under the Plan?
In the event the Agent purchases shares of common
stock from First Leesport, dividends will be reinvested on the
dividend payment date. In the event the Agent purchases shares
of common stock on the open market, dividends will be reinvested
at such times as the Agent may determine as soon as practicable
on or following the dividend payment date or such later date as
may be necessary or advisable under any applicable securities or
other laws.
The Agent will apply monthly voluntary cash payments
received by the Agent to the purchase of common stock on or as
soon as practicable following the fifteenth day of that month
(the "Purchase Date")at a price determined in accordance with
the provisions of the Plan. The Agent must receive voluntary
cash payments at least two business days prior to a Purchase
Date to purchase shares on that Purchase Date. Any voluntary
cash payments received more than two business days prior to the
Purchase Date for a particular month will be applied to the
purchase of common stock on the Purchase Date in the next
following month. No interest will be paid on voluntary cash
payments. Therefore, you should forward voluntary cash payments
to the Agent shortly before the Purchase Date in a particular
month while taking care to allow sufficient time to ensure that
a voluntary cash payment is received by the Agent at least two
business days prior to the Purchase Date. Any uninvested
voluntary cash payments will be returned to you upon request
received by the Agent at least two business days prior to a
Purchase Date.
11. How are optional cash purchases made?
The option to make cash purchases is available to
shareholders on a monthly basis. Each such purchase must be at
least a minimum monthly amount and purchases cannot exceed a
total maximum monthly amount, both as determined by First
Leesport.
As of the date of this Prospectus, optional cash
purchases may be made in any amount from a minimum payment of
$50 up to a maximum total of $5,000 per month. The minimum and
maximum amounts of monthly optional cash purchase, however, may
be changed (or optional cash purchases may be eliminated) at
First Leesport's discretion upon sending Plan participants prior
written notice.
For purposes of the limitation on the maximum monthly
amount, all Plan accounts deemed by First Leesport to be under
common control or management will be aggregated. First Leesport
reserves the right to return to participants amounts which
exceed the maximum monthly amount.
You can make optional cash purchases by enclosing a
check or money order payable in the United States (payable to
"American Stock Transfer & Trust Co.") with the authorization
form. Thereafter, optional cash purchases may be made by
completing the forms you receive from the Agent or through a
direct draft from the deposit account at your financial
institution.
12. At what price will shares of common stock be purchased
under the Plan?
The price of shares of common stock purchased with
reinvested cash dividends and optional cash payments, if any,
will be the market price of the common stock. For shares
acquired directly from First Leesport, the market price of the
common stock for purposes of this Plan is the average of the
closing bid and asked quotations for a share of common stock on
the dividend payment date, or the Purchase Date in the case of
voluntary cash purchases, as reported by Nasdaq. For shares
acquired in the open market, the market price of the common
stock is the weighted average of the price actually paid for
such shares, including brokerage commissions, purchased by the
Agent.
13. How many shares of common stock will be purchased for
Participants?
The number of shares that will be purchased for each
Participant will depend on the amount of dividends reinvested
and the amount of optional cash payments, if any, in a
Participant's account and the applicable purchase price of the
common stock (see No. 12 above). Each Participant's account
will be credited with that number of shares, including any
fractional interest computed to three decimal places, equal to
the total amount to be invested divided by the applicable
purchase price as described in the response to Question No. 12
above.
14. Will dividends on shares held in a Participant's account be
used to purchase additional shares under the Plan?
Yes. All dividends on shares held in a Participant's
account, whether purchased through dividend reinvestment or
through voluntary cash payments, will be automatically
reinvested in additional shares of common stock.
15. Who will pay the costs of administering the Plan?
All costs of administering the Plan will be paid by
First Leesport.
Reports to Participants
16. What kind of reports will be sent to Participants in the
Plan?
A statement of account transactions will be mailed to
each Participant promptly after the dividend payment date or the
date a voluntary cash contribution is invested, as the case may
be. These statements will provide a record of cost information
and should be retained for tax purposes. Each Participant will
also receive copies of First Leesport's annual and quarterly
reports to shareholders, proxy statements and information for
income tax reporting purposes.
Share Certificates
17. Will certificates be issued for shares of common stock
purchased under the Plan?
Unless requested by a Participant, certificates for
shares of common stock purchased under the Plan will not be
issued. The number of shares credited to a Participant's
account under the Plan will be shown on his or her statement of
account. This safekeeping feature protects against loss, theft
or destruction of stock certificates. Certificates will be
issued for shares withdrawn from the Plan (see No. 19 below).
As an additional service to Participants, Participants
may deposit free of charge with the Agent for safekeeping any
certificate for shares of common stock subject to reinvestment
of dividends under the Plan. Delivery of certificates for this
service is at the risk of the shareholder and, for delivery by
mail, insured registered mail with return receipt is
recommended. The receipt of any shares delivered for
safekeeping will be shown on your account statement.
18. In whose name will certificates be registered when issued
to Participants?
All shares of common stock purchased by the Agent
pursuant to the Plan, including any fractions of a whole share,
will be registered in the name of the Agent or its nominee as
agent for each Participant. Shares of common stock purchased by
the Agent on behalf of each Participant will be credited to such
Participant's account on the books and records of the Plan,
which books and records will be maintained at all times by the
Agent.
Withdrawal of Shares in Plan Account
19. May a Participant withdraw shares from his or her Plan
account without terminating participation in the Plan?
Yes. A participant may withdraw some or all of the
whole shares in his or her Plan account either in the form of a
stock certificate or by instructing the Agent to sell such
shares. To do this, you must instruct the Agent in writing to
either issue a stock certificate for the number of whole shares
or sell a specific number of whole shares.
Termination of Plan Participation
20. How does a Participant terminate participation in the
Plan?
You may terminate participation in the Plan by
notifying the Agent in writing to that effect. Termination may
be made by requesting the issuance of a stock certificate for
the whole shares in your account plus the sale of any fractional
share interest in your account or by requesting the Agent to
sell all shares in your Plan account. Any request for
termination received on or after the record date for a dividend
will not be effective until dividends paid for such record date
have been reinvested and the shares credited to your Plan
account.
Disposal of All Shares Held in Stock Certificate Form
21. If I dispose of all shares held by me in stock certificate
form, will my Plan account be automatically terminated?
No. If you dispose of all shares registered in your
name, the Agent will, until otherwise notified, continue to
reinvest the dividends on shares held in your Plan account.
Federal Tax Information
22. What are the federal income tax consequences of
participation in the Plan?
Reinvestment Dividends. In the case of reinvested
dividends, when shares are acquired for a Participant's account
directly from First Leesport, the Participant must include in
gross income a dividend equal to the number of shares purchased
with reinvested dividends multiplied by the fair market value of
the common stock on the relevant dividend payment date. The
Participant's basis in such shares will also equal the fair
market value of the shares on the relevant dividend payment
date.
Alternatively, when shares are purchased for a
Participant's account on the open market with reinvested
dividends, a Participant must include in gross income a dividend
equal to the actual price of the shares. The Participant's
basis in shares held for his or her account will be equal to the
purchase price for the shares.
Optional Cash Payments. A Participant's basis in
shares acquired with optional cash payments will be equal to the
cost of the shares.
Additional Information. The holding period for shares
acquired pursuant to the Plan will begin the day after the date
the shares are acquired. In the case of any shareholder as to
whom federal income tax withholding on dividends is required and
in the case of a foreign shareholder whose taxable income under
the Plan is subject to federal income tax withholding, First
Leesport will reinvest dividends net of the required amount of
tax withheld.
Participants should consult their own tax advisors as
to the tax consequences of account transactions. We will
provide certain tax information to Participants (see No. 16
above).
Other Information
23. What happens if First Leesport declares a stock dividend,
effects a stock split or has a rights offering with respect
to common stock?
Any shares resulting from a stock dividend or stock
split with respect to the common stock (whole shares and any
fractional interest) in a Participant's account will be credited
to such account. The basis for any rights offering will include
the shares of common stock and any fractional interest credited
to a Participant's account.
24. How will the shares credited to a Participant's account be
voted at a meeting of the shareholders?
If on a record date for a meeting of shareholders
there are shares credited to a Participant's account under the
Plan, such Participant will be sent proxy materials for such
meeting. A Participant will be entitled to one vote for each
share of common stock credited to the Participant's account.
The Participant may vote by proxy or in person at any such
meeting.
25. What is the responsibility of the Agent?
The Agent receives the Participants' dividend payments
and voluntary cash payments, invests such amounts in additional
shares of common stock, maintains continuing records of each
Participant's account, and advises Participants as to all
transactions in and the status of their accounts. The Agent
acts in the capacity of agent for the Participants.
All notices from the Agent to a Participant will be
addressed to the Participant at his last address of record with
the Agent. The mailing of a notice to a Participant's last
address of record will satisfy the Agent's duty of giving notice
to such Participant. Therefore, Participants must promptly
notify the Agent of any change of address.
The Agent, in administering the Plan, will not be
liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim for
liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt of notice
in writing of such death or modifying, suspending or terminating
participation by a shareholder who First Leesport determines is
using the Plan for purposes inconsistent with the intended
purposes of the Plan. Neither the Agent nor First Leesport
shall have any duties, responsibilities or liabilities except
such as are expressly set forth in the Plan.
All transactions in connection with the Plan shall be
governed by the laws of the Commonwealth of Pennsylvania.
26. May the Plan be modified or discontinued?
First Leesport reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to
make modifications to the Plan. Participants will receive prior
notice of any such suspension, termination or modification. In
addition, First Leesport and the Agent may adopt reasonable
procedures for the administration of the Plan.
27. May a Participant pledge shares purchased under the Plan?
No. A Participant who wishes to pledge shares
credited to his account must request the withdrawal of such
shares in accordance with the procedures outlined in response to
Question No. 19 above.
USE OF PROCEEDS
The proceeds from the sale of common stock offered
pursuant to the Plan will be used for general corporate
purposes, including, without limitation, investments in and
advances to First Leesport's direct and indirect subsidiaries.
DESCRIPTION OF FIRST LEESPORT CAPITAL 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 Leesport 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.
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 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 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%, 33-1/3% 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 amy 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 from sales of the corporation's
equity securities purchased over the prior
18 months.
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 provisions 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 and (2) the elimination of a director's liability for
monetary damages to the fullest extent permitted by Pennsylvania
law.
LEGAL MATTERS
The validity of the shares offered hereby will be
passed upon for First Leesport by Stevens & Lee, P.C., Reading,
Pennsylvania.
EXPERTS
The consolidated financial statements of First
Leesport for the fiscal year ended December 31, 1999
incorporated in this Prospectus and the Registration Statement
by reference have been audited by Beard & Company, Inc.,
independent accountants, to the extent and for the periods as
indicated in their report and are incorporated herein by
reference in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
First Leesport is subject to the information
requirements of the Securities Exchange Act of 1934 and files
reports, proxy statements and other information with the
Securities and Commission. You may read and copy any reports,
proxy statements and other information. First Leesport files at
the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's Regional Offices in New
York (7 World Trade Center, Suite 1300, New York, New York
10048) and Chicago (Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661). You may call the SEC at
1-800-SEC-0330 for further information on the public reference
rooms. First Leesport's SEC filings are also available on the
SEC's website at http://www.sec.gov.
First Leesport has filed a registration statement to
register under the Securities Act of 1933 the common stock
offered by this prospectus. This prospectus does not contain
all the information included in the registration statement,
certain portions of which have been omitted as permitted by the
rules and regulations of the Commission.
The SEC allows First Leesport to "incorporate by
reference" the information it has filed with the SEC, which
means that we can disclose important information to you by
referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus, and
later information filed with the SEC will update and supersede
this information. The documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until the Plan is
terminated comprise the incorporated documents:
- First Leesport's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
- First Leesport's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30,
2000.
You should rely only on the information incorporated
by reference or provided in this prospectus or in any prospectus
supplement. Any statement made in a document that is
incorporated by reference will modify or supersede for all
purposes a contrary statement in this prospectus or in a
document previously incorporated by reference. You should not
assume that the information in this prospectus, including
information incorporated by reference, or in any prospectus
supplement is accurate as of any date other than the date of the
document.
First Leesport will provide without charge to each
person to whom this prospectus is delivered, on the written or
oral request of any such person, a copy of any or all documents
incorporated herein by reference (other than exhibits to such
documents). Requests should be directed to:
First Leesport Bancorp, Inc.
133 North Centre Avenue
Leesport, Pennsylvania 19533
Attention: Corporate Secretary
You should direct telephone requests to First Leesport
at (610) 208-0966 (ex. 211).
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee $ 739
Legal Expenses 3,500*
Printing Costs 1,500*
Miscellaneous _500*
Total $6,239*
*Estimated
Item 15. Indemnification of Directors
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 provisions 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 the registrant and its subsidiaries and (2) the elimination
of a director's liability for monetary damages, to the fullest
extent permitted by Pennsylvania law.
Directors and officers are also insured against
certain liabilities for their actions, as such, by an insurance
policy obtained by First Leesport.
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to the directors, officers
and controlling persons of First Leesport pursuant to the
foregoing provisions, or otherwise, First Leesport has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.
Item 16. Exhibits
The following exhibits are included with this
Registration Statement:
4.1 Articles of Incorporation of First Leesport Bancorp, Inc.
(incorporated herein 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 Bylaws of First Leesport Bancorp, Inc. (incorporated
herein 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. re: legality of common
stock being registered.
23.1 Consent of Stevens & Lee, P.C. (included at Exhibit 5.1 of
this Registration Statement).
23.2 Consent of Beard & Company, Inc., independent auditors.
24.1 Power of Attorney (included on signature page).
Item 17. Undertakings
The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
The undersigned Registrant undertakes 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.
The undersigned Registrant undertakes 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.
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-3 and has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leesport, the Commonwealth of
Pennsylvania, as of this 15th day of August 2000.
FIRST LEESPORT BANCORP, INC.
By /s/ Raymond H. Melcher, Jr.
Raymond H. Melcher, Jr.
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, and David W. Swartz, Esquire,
and each of them, his true and lawful attorney-in-fact, as agent
with full power of substitute 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 unto such attorney-in-fact and agent 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 on Form S-3 has been signed
below by the following persons in the capacities as of the dates
indicated.
Signature Title Date
/s/ Raymond H. Melcher, Jr. Chairman, President August 15, 2000
Raymond H. Melcher, Jr. and Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Kurt A. Phillips Senior Vice August 15, 2000
Kurt A. Phillips President and Chief
Financial Officer
(Principal Financial
and Principal
Accounting Officer)
___________________________ Director August __, 2000
Edward C. Barrett
/s/ James H. Burton Director August 15, 2000
James H. Burton
___________________________ Director August __, 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 __, 2000
Andrew J. Kuzneski, Jr.
/s/ Harry J. O'Neill, III Director August 15, 2000
Harry J. O'Neill, III
___________________________ Director August __, 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
EXHIBIT INDEX
No. Description
5.1 Opinion of Stevens & Lee re: legality of common stock
being registered.
23.1 Consent of Stevens & Lee (included at Exhibit 5.1 of this
Registration Statement).
23.2 Consent of Beard & Company, Inc.
2626
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