As filed with the Securities and Exchange Commission on May 19,
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)
FIRST LEESPORT BANCORP, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
First Leesport Bancorp, Inc.
133 North Centre Avenue
Leesport, Pennsylvania 19533
___________(610) 926-2161____________
(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) 926-2161 (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(2) Price Fee
Common Stock, 250,000 N/A N/A $1,039.50
$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 high and low prices for a
share of the Registrant's common stock on May 18, 2000
with respect to the shares of common stock issuable under
the plan.
PART II
Item 3. Incorporation of Documents by Reference.
This Registration Statement relates to 250,000 shares of common
stock, $5.00 par value, of First Leesport Bancorp, Inc. ("First
Leesport"), being registered for use under the First Leesport Bancorp Inc.
Employee Stock Purchase 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, as amended, on Form 10-K
for the fiscal year ended December 31, 1999; and
(b) 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 March 22, 2000,
there were 1,848,474 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.
In 1990, Pennsylvania adopted legislation further amending the
Pennsylvania Business Corporation Law. To the
extent applicable to First Leesport at the present time, this legislation
generally:
- expands 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;
- provides that the First Leesport Board of
Directors need not consider the interests of any
particular group as dominant or controlling;
- provides 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;
- provides 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
- provides 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.
The 1990 amendments to the Pennsylvania Business Corporation Law
of 1988 explicitly provide 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 1990 fiduciary duty statutory
provisions 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 1990
amendments to the Pennsylvania Business Corporation Law of 1988 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.
10.1 First Leesport Bancorp, Inc. Employee Stock Purchase
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).
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 May 5, 2000.
FIRST LEESPORT BANCORP, INC.
By:/s/ 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., David W.
Swartz, Esquire or Joseph M. Harenza, 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 May 19, 2000
and Chief Executive
Officer (Principal
Executive Officer),
Director
/s/ Kurt A. Phillips Chief Financial May 18, 2000
and Chief Accounting
Officer
/s/ Edward C. Barrett _ Director May 5, 2000
/s/ James H. Burton Director May 5, 2000
/s/ Anthony Cali Director May 4, 2000
/s/ John T. Connelly Director May 5, 2000
John T. Connelly
_ Director
Charles J. Hopkins
/s/ Keith W. Johnson Director May 9, 2000
/s/ William Keller Director May 18, 2000
/s/ Andrew J. Kuzneski, Jr. Director May 8, 2000
/s/ Harry J. O'Neill, III Director May 5, 2000
/s/ Roland C. Moyer, Jr. Director May 5, 2000
/s/ Karen A. Rightmire Director May 4, 2000
/s/ Alfred J. Weber Director May 5, 2000
EXHIBIT INDEX
Number Title
5.1 Opinion of Stevens & Lee, P.C.
10.1 First Leesport Bancorp, Inc. Employee Stock Purchase
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).
_____
05/19/00/SL1 65345v1/03002.001
13
05/19/00/SL1 65345v1/03002.001
Exhibit 5.1
[Letterhead of Stevens & Lee]
(610) 478-2000
May 19, 2000
Board of Directors
First Leesport Bancorp, Inc.
133 North Centre Avenue
Leesport, Pennsylvania 19533
Re: First Leesport Bancorp, Inc. Non-Employee Director
Compensation Plan
Ladies and Gentlemen:
You have asked us to provide you with our opinion whether the 250,000
shares of First Leesport Bancorp, Inc. ("First Leesport") common stock
(First Leesport par value) (the "Common Stock") that may be issued from
time to time pursuant to First Leesport Bancorp, Inc. Employee Stock
Purchase Plan (the "Plan"), when and if such shares are issued pursuant to
and in accordance with the Plan, will be duly and validly issued, fully
paid and nonassessable.
In connection with this matter, we, as counsel to First Leesport, have
reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. First Leesport's Articles of Incorporation, as amended
and restated;
3. First Leesport By-Laws, as amended;
4. Resolutions adopted by First Leesport's Board of
Directors on March 8, 2000; and
5. the Plan.
Based upon such review, it is our opinion that the Common Stock
issuable under the Plan, when and as issued in accordance with the
provisions of the Plan, will be duly and validly issued, fully paid and
nonassessable. In giving the foregoing opinion, we have assumed that
First Leesport will have, at the time of the issuance of such Common
Stock, a sufficient number of authorized shares available for issue.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement that the Company is filing this date in connection
with the registration of 250,000 shares of Common Stock issuable under the
Plan. In giving this consent, however, we do not acknowledge or admit
that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the Rules and Regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
Board of Directors
First Leesport Bancorp, Inc.
April ___, 2000
Page 2
05/19/00/SL1 69562v1/03002.003
EXHIBIT 10.1
FIRST LEESPORT BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Effective July 1, 2000)
ARTICLE I
PURPOSE AND SCOPE OF THE PLAN
Section 1.1 PURPOSE.
The First Leesport Bancorp, Inc. Employee Stock Purchase Plan is
intended to encourage employee participation in the ownership and economic
progress of the Company. The Plan is intended to qualify as an employer
stock purchase plan within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended.
Section 1.2 DEFINITIONS.
Unless the context clearly indicates otherwise, the following
terms have the meaning set forth below:
"Bank" means The First National Bank of Leesport, a wholly-owned
subsidiary of the Company.
"Board of Directors" means the Board of Directors of the
Company.
"Code" means the Internal Revenue Code of 1986, as amended, and
as the same may be further amended from time to time, and the Treasury
Regulations promulgated thereunder.
"Committee" means the Company's Human Resources Committee which
shall administer the Plan as provided in Section 1.3.
"Common Stock" means the common stock of the Company.
"Company" means First Leesport Bancorp, Inc.
"Compensation" means an Employee's total salary or hourly pay,
as the case may be, including bonuses, commissions and any other payment
in excess of normal salary or hourly pay.
"Continuous Service" means the period of time, uninterrupted by
a termination of employment, that an Employee has been employed by the
Company or a Subsidiary, or both, immediately preceding an Offering Date.
Such period of time shall include any leave of absence permitted or
required to be taken into account by applicable Treasury Regulations.
"Effective Date" means the date specified in Section 1.4 on
which the provisions of the plan become effective.
"Employee" means any common law employee of the Company or a
Subsidiary.
"Exercise Date" means June 30 and December 31 of each Plan Year.
"Fair Market Value" of a share of Common Stock on any given date
means the closing sale price for such shares on that date as reported by
the National Association of Securities Dealers Automated Quotations or the
Bloomberg Financial Markets System. If a closing sale price for the
Common Stock for the given date is not reported, or if there is none, the
Fair Market Value will be equal to the closing sale price on the nearest
trading day preceding such date. Notwithstanding the foregoing, if, in
the Board of Directors' judgment, there are unusual circumstances or
occurrences under which the otherwise determined Fair Market Value of the
Common Stock does not represent the actual fair value thereof, then the
Fair Market Value of such Common Stock shall be determined by the Board of
Directors on the basis of such prices or market quotations as it shall
deem appropriate and fairly reflective of the then fair value of such
Common Stock.
"Leave of Absence" means, for purposes of participation in the
Plan, a person who is on leave of absence who shall be deemed to be an
employee for the first ninety (90) days of such leave of absence and such
Employee's employment shall be deemed to have terminated at the close of
business on the ninetieth (90th) day of such leave of absence unless such
Employee shall have returned to regular employment prior to the close of
business on such ninetieth (90th) day. Termination by the Company of any
Employee's leave of absence, other than termination of such leave of
absence on return to employment, shall terminate an Employee's employment
for all purposes under the Plan and shall terminate such Employee's
participation in the Plan and the right to purchase Common Stock
hereunder.
"Offering Date" means January 1 and July 1 of each Plan Year.
"Option Period" or "Period" means the period beginning on an
Offering Date and ending on the next succeeding Exercise Date.
"Option Price" means the purchase price of a share of Common
Stock hereunder as provided in Section 3.1.
"Participant" means any Employee who (i) is eligible to
participate in the Plan under Section 2.1, and (ii) elects to participate.
"Plan" means the First Leesport Bancorp, Inc. Employee Stock
Purchase Plan, as the same may be amended from time to time.
"Plan Year" means the 12-consecutive-month period beginning on
January 1 and ending on the following December 31.
"Stock Purchase Account" or "Account" means an account
established and maintained in the name of each Participant to record the
dollar amounts and shares of Common Stock accumulated on his behalf from
time to time.
"Stock Purchase Agreement" means the form prescribed by the
Committee which must be executed by an Employee who elects to participate
in the Plan. The proper execution and filing of such form shall
constitute the grant of an option from time to time to the Employee in
accordance with the terms of this Plan document and the terms of such
form.
"Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the
beginning of an Option Period, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
Section 1.3 ADMINISTRATION OF PLAN.
The Plan shall be administered by the Committee. Subject to
direction by the Board of Directors and the express provisions of this
Plan document, the Committee shall be authorized to prescribe, amend and
rescind rules and regulations relating to the Plan and the Committee's
administration thereof; to interpret the Plan; to fix the terms of an
offering under the Plan; to fix the rate of interest to be paid on
balances in Stock Purchase Accounts, if applicable; to prescribe the
maximum percentage of payroll deductions permitted for an Option Period;
to restrict participation in the Plan consistent with any requirement of
law or regulation; and to make all other determinations necessary to the
administration of the Plan, including appointment of individuals to
facilitate the day-to-day operation thereof. The Committee's
determinations as to the interpretation and operation of the Plan shall be
final and conclusive.
Section 1.4 EFFECTIVE DATE OF PLAN.
The Effective Date of the Plan is July 1, 2000.
Section 1.5 TERMINATION OF PLAN.
The Board of Directors shall have the right to terminate the
Plan at any time. Upon any such termination, the dollar amount and shares
of Common Stock, if any, in each Participant's Account shall be
distributed.
ARTICLE II
PARTICIPATION
Section 2.1 ELIGIBILITY.
Each Employee, who on an Offering Date will have at least six
(6) months of continuous service with the Company and/or a Subsidiary may
become a Participant by executing and filing with the Committee a Stock
Purchase Agreement prior to the earlier of such Offering Date or five
business days prior to the first pay day in the applicable Option Period.
An election to participate shall continue in effect until termination of
participation occurs in accordance with Article V.
Section 2.1 PAYROLL DEDUCTIONS.
Payment for shares of Common Stock purchased under the Plan
shall be made solely by authorized payroll deduction from each payment of
Compensation in accordance with instructions received from a Participant.
Deductions from payroll shall be expressed as a whole percentage of
Compensation (determined on the first day of each Option Period) no
greater than the percentage set by the Committee, or as a fixed dollar
amount (as determined by the Committee), but shall not be less than $10.00
per pay period. The Committee may fix a maximum percentage. A
Participant may not increase or decrease the percentage or dollar amount
of deduction during an Option Period. However, a Participant may change
the percentage or dollar amount of deduction for any subsequent Option
Period by filing notice thereof with the Committee prior to the date
described in Section 2.1 for filing a Stock Purchase Agreement. Amounts
deducted from a Participant's Compensation pursuant to this section shall
be credited to such Participant's Account.
Section 2.3 TRANSFER OF PAYROLL DEDUCTIONS.
All payroll deductions withheld by a Subsidiary under the Plan
shall be immediately transferred to the Company.
Section 2.4 LEAVE OF ABSENCE.
If a Participant goes on a Leave of Absence, such Participant
shall have the right to elect (i) to withdraw the balance in his Stock
Purchase Account, (ii) discontinue contributions to the Plan but remain a
Participant in the Plan, or (iii) remain a Participant in the Plan during
such Leave of Absence, authorizing deductions to be made from payments by
the Company to the Participant during such Leave of Absence and
undertaking to make cash payments to the Plan at the end of each Payroll
Period to the extent that amounts payable by the Company to such
Participant are insufficient to meet such Participant's authorized Plan
deductions.
ARTICLE III
PURCHASE OF SHARES
Section 3.1 OPTION PRICE.
The Option Price per share of the Common Stock sold to
Participants hereunder shall be set by the Committee prior to the Offering
Date. Under the Code, the Option Price shall not be less than 85%, nor
more than 100%, of the Fair Market Value of such share on each Exercise
Date of an Option Period.
Section 3.2 PURCHASE OF SHARES.
On each Exercise Date, the amount in a Participant's Account
shall be charged with the aggregate Option Price of the number of whole
and fractional (to four decimal places) shares of Common Stock which can
be purchased with such amount.
Section 3.3 LIMITATIONS ON PURCHASE AND GRANT.
No Participant shall purchase Common Stock hereunder in any
calendar year having a Fair Market Value of more than $25,000, provided
that any such purchase shall not exceed the limitations imposed by Code
Section 423(b)(8). Further, no Participant shall be granted the right to
purchase Common Stock hereunder if, by reason of such grant, such
Participant would be deemed to possess five percent (5%) or more of the
total combined voting power or value of all classes of stock of the
Company or a Subsidiary. For purposes of the preceding sentence, the
rules of Code Section 424(d) shall apply and Common Stock which a
Participant may purchase under outstanding options shall be treated as
stock owned by the Participant.
Section 3.4 MAXIMUM NUMBER OF SHARES PURCHASABLE PER OPTION
PERIOD.
In addition to all other restrictions set forth herein, the
maximum number of shares of Common Stock that an Employee may purchase
pursuant to the Plan during each Option Period shall be equal to the total
amount of contributions that the Employee is scheduled to make to the Plan
during such Option Period (in accordance with the terms of his effective
Stock Purchase Agreement), divided by 50% of the per share Fair Market
Value determined on the first day of such Option Period.
Section 3.5 RESTRICTION ON TRANSFERABILITY.
Rights to purchase shares hereunder shall be exercisable only by
the Participant. Such rights shall not be transferable and shall expire
upon a Participant's death.
Section 3.6 DIVIDEND REINVESTMENT.
The Committee may, in its discretion, provide Participants with
the opportunity to have dividends on shares held in their Accounts
reinvested through (i) any dividend reinvestment plan that the Company may
maintain from time to time, or (ii) any other program or arrangement
(including the treatment of dividends as additional Participant
contributions) that is permissible under applicable law.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
Section 4.1 COMMON STOCK RESERVED.
Except as provided in Section 4.2, no more than 250,000 shares
of the Company's Common Stock may be sold pursuant to options granted
under the Plan. The Common Stock to be issued under the Plan shall be
made available at the discretion of the Board of Directors, either from
authorized but unissued Common Stock or from Common Stock acquired by the
Company, including shares purchased in the open market.
Section 4.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK.
(i) In the event that the shares of Common Stock of the Company
as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise) or if the number of such shares of stock shall be
increased through the payment of a stock dividend, then subject to the
provisions of subsection (iii) below, a majority of the disinterested
members of the Board of Directors may substitute for or add to each share
of stock of the Company which was theretofore appropriated, or which
thereafter may become subject to an offering under the Plan, the number
and kind of shares of stock or other securities into which each
outstanding share of the stock of the Company shall be so changed or for
which each such share shall be exchanged or to which such share shall be
entitled, as the case may be. Outstanding Stock Purchase Agreements shall
also be deemed appropriately amended as to price and other terms, as may
be necessary to reflect the foregoing events.
(ii) If there shall be any other change in the number or kind
of the outstanding shares of Common Stock of the Company, or of any stock
or other securities in which such stock shall have been changed or for
which it shall have been exchanged, and if a majority of the disinterested
members of the Board of Directors shall, in its sole discretion, determine
that such change equitably requires an adjustment in any offering which
was theretofore made or which may thereafter be made under the Plan, that
such adjustment shall be made in accordance with such determination.
(iii) An offering pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments or
reclassifications, reorganizations or changes in its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell
or transfer all or any part of its business or assets.
Section 4.3 INSUFFICIENT SHARES.
If the aggregate funds available for the purchase of Common
Stock on any Exercise Date would cause an issuance of shares in excess of
the number provided for in Section 4.1 (as the same may be adjusted as
provided in Section 4.2), (i) the Committee shall proportionately reduce
the number of shares which would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
Section 4.4 CONFIRMATION OF PURCHASES; REGISTRATION OF SHARES.
Purchases of Common Stock hereunder shall be confirmed in
writing to Plan Participants. All shares purchased shall be credited to
his Account, but shall initially be registered in the name of the
Company's nominee or the nominee name of Registrar and Transfer Company as
recordkeeper for the Plan, or any successor appointed by the Company, as
agent for Plan Participants. Such nominee will hold a Participant's share
certificates until such time as his participation in the Plan terminates
or he files a written request with the Committee to have a certificate or
certificates issued in his name. Except in the case of death, any
certificate issued to a Participant must initially be issued in his name
alone. Registration of any shares following the death of a Participant
will be subject to the same rules as are then applicable to decedent
shareholders generally.
Section 4.5 RIGHTS AS SHAREHOLDERS.
The shares of Common Stock purchased by a Participant on an
Exercise Date shall, for all purposes, be deemed to have been issued and
sold at the close of business on such Exercise Date. Participants for
whom shares have been purchased shall be entitled to all rights of a
shareholder with respect to such shares, including the right to receive
dividends and the right to vote. The Company will take such steps as may
be necessary to ensure that such rights are enjoyed by each Participant
whose shares are held in nominee name.
Section 4.6 CORPORATE REORGANIZATIONS, LIQUIDATIONS, ETC.
In the event of any corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, provision
may be made for the substitution of a new option for an old option, or an
assumption of an old option, by an employer corporation or a corporation
related to such corporation. Any provision for such substitution or
assumption shall be subject to the limitations and provisions of Code
Section 424.
ARTICLE V
TERMINATION OF PARTICIPATION
Section 5.1 VOLUNTARY WITHDRAWAL.
A Participant may withdraw from the Plan at any time by filing
notice of withdrawal with the Committee prior to an Exercise Date. Upon
withdrawal, the dollar amount and shares, if any, credited to his Stock
Purchase Account shall be distributed to him and no shares will be
purchased on his behalf for the applicable Option Period. Any Participant
who withdraws from the Plan may again become a Participant in accordance
with Section 2.1.
Section 5.2 TERMINATION OF ELIGIBILITY.
If a Participant ceases to be employed by the Company or a
Subsidiary during an Option Period, his participation in the Plan shall
thereupon terminate. In such event, the dollar amount and shares, if any,
in his Stock Purchase Account shall be distributed to him (or in the case
of death, to his designated beneficiary(ies)) and no further shares will
be purchased on his behalf. For purposes of this section, an Employee's
participation in the Plan will not automatically terminate if he becomes
an individual on a leave of absence permitted or required to be taken into
account by applicable Treasury Regulations.
Section 5.3 NO INTEREST ON ACCOUNT BALANCES.
Unless otherwise provided by the Company's Board of Directors,
no interest shall be paid on the cash balance in a Participant's Stock
Purchase Account pending its investment.
ARTICLE VI
GENERAL PROVISIONS
Section 6.1 TAX WITHHOLDING; INFORMATION RETURNS.
Each Employee who elects to participate in the Plan shall be
deemed to have consented to any income tax withholding that may hereafter
be required by reason of his participation in the Plan or the disposition
of, or payment of any dividends on, shares acquired by him under the Plan.
The proper officers of the Company and each Subsidiary shall prepare (or
cause to be prepared) and, where required, timely file (or cause to be
filed) such tax information returns and other notices as may be required
by law from time to time.
Section 6.2 NOTICES.
Any notice which a Participant files pursuant to the Plan shall
be made on forms prescribed by the Committee and shall be effective when
received by the Committee.
Section 6.3 CONDITION OF EMPLOYMENT.
Neither the creation of the Plan, nor participation therein,
shall be deemed to create any right of continued employment or in any way
affect the right of the Company or a Subsidiary to terminate an Employee.
Section 6.4 AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to time,
amend the Plan in any respect, except, that without approval of the
Company's shareholders, no amendment may (i) increase the aggregate number
of shares permitted to be reserved by the Board of Directors under the
Plan other than as provided in Section 4.2, (ii) materially change the
Plan benefits provided for herein, (iii) change the definition of a
Subsidiary, or (iv) materially change the eligibility requirements for
Employees. Any amendment of the Plan must be made in accordance with
applicable provisions of the Code.
Section 6.5 APPLICATION OF FUNDS.
All funds received by the Company by reason of a purchase of
shares hereunder may be used for any corporate purpose.
Section 6.6 LEGAL RESTRICTIONS.
The Company shall not be obligated to sell shares of Common
Stock hereunder if counsel to the Company determines that such sale would
violate any applicable law or regulation.
Section 6.7 GENDER.
Whenever used herein, use of any gender shall be applicable to
all genders.
Section 6.8 NUMBER.
Whenever used herein, singular words shall include the plural,
and vice versa, as the context requires.
Section 6.9 GOVERNING LAW.
Except to the extent preempted by Federal law, the Plan and all
rights and obligations thereunder shall be construed and enforced in
accordance with the domestic internal law of the Commonwealth of
Pennsylvania.
9
05/19/00/SL1 65376v1/03002.003
EXHIBIT 23.2
CONSENT OF BEARD & COMPANY, INC.
We hereby consent to the incorporation by reference in this
Registration Statement (Form S-8) pertaining to the First Leesport
Bancorp, Inc. Employee Stock Purchase Plan, of our report, dated
January 21, 2000, relating to the consolidated financial statements of
First Leesport Bancorp, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1999.
/s/ BEARD & COMPANY, INC.
Reading, Pennsylvania
May 12, 2000
05/19/00/SL1 69563v1/03002.001
