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. NON-EMPLOYEE DIRECTOR
COMPENSATION 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.
Non-Employee Director Compensation 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. Non-Employee Director
Compensation 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 5, 2000
and Chief Executive
Officer (Principal
Executive Officer),
Director
/s/ Kurt A. Phillips Chief Financial May 19, 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. Non-Employee Director
Compensation 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 42386v1/03002.001
13
05/19/00/SL1 42386v1/03002.001
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. Non-Employee
Director Compensation 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 62304v1/03002.003
EXHIBIT 10.1
FIRST LEESPORT BANCORP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
1. Purpose. The purpose of the First Leesport Bancorp, Inc. Non-
Employee Director Compensation Plan (the "Plan") is to advance the
interests of First Leesport Bancorp, Inc. (the "Company") and its
shareholders by closely aligning the interests of the Company and its
shareholders with (i) members of the Board of Directors of the Company who
are not employees of the Company or any Subsidiary (as defined in Section
3), and (ii) members of the Board of Directors of any Subsidiary
designated by resolution of the Board of Directors of the Company to
participate in this Plan who are not employees of the Company or any
Subsidiary (collectively, the "Non-Employee Directors"). Therefore, this
Plan requires the payment of a material portion of an annually established
dollar amount of compensation payable to Non-Employee Directors for
membership on the Board of Directors and committees of the Board of
Directors in shares of the Company's common stock, $5.00 par value per
share ("Common Stock"). Common Stock issuable under this Plan may be
either authorized but unissued shares, treasury shares, or shares
purchased in the open market.
2. Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board shall, subject to the
provisions of the Plan, have the power to construe the Plan, to determine
all questions arising thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable.
Any decisions of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Board may authorize any one or
more of its members or the secretary of the Board or any officer or
employee of the Company to execute and deliver documents on behalf of the
Board. No member of the Board shall be liable for anything done or
omitted to be done by him or her or by any other member of the Board in
connection with the Plan, except for his or her own willful misconduct or
as expressly provided by statute.
3. Definition of Subsidiaries. As used herein, the term
"Subsidiary" means any corporation, joint venture or other business entity
of which (i) if a corporation, a majority of the total voting power of
shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by the
Company or one or more of the other Subsidiaries of the Company or a
combination thereof, or (ii) if a joint venture or other business entity,
a majority of the partnership or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by the Company
or one or more Subsidiaries of the Company or a combination thereof.
4. Participation; Amount of Non-Employee Director Compensation
(a) Each Non-Employee Director shall participate in the Plan.
The Board shall from time to time establish a dollar amount of annual
compensation (the "Annual Compensation") payable for services (including
the annual retainer fee, meeting attendance fees and any fees payable for
services on the Board or any committee thereof) to be performed by the
Non-Employee Directors. Such fees shall be payable in shares of Common
Stock and cash as follows: (i) at least sixty-five percent (65%) of a
Non-Employee Director's Annual Compensation payable for any year shall be
payable in shares of Common Stock, the exact number of which shall be
determined by multiplying the Non-Employee Director's Annual Compensation
for such year by .65, or such larger percentage expressed as a decimal
designated by such Non-Employee Director, and dividing the result by the
First Leesport Market Price (as defined in Section 4(b)) as of December 31
of the year for which the Annual Compensation is payable; and (ii) the
balance, if any, of a Non-Employee Director's Annual Compensation payable
for any year shall be payable in cash. Annually, each Non-Employee
Director shall designate in writing to the Corporate Secretary the
percentage (not less than 65%) of the Non-Employee Director's Annual
Compensation for such year that the Non-Employee Director wishes to
receive in the form of Common Stock. In the event that a Non-Employee
Director fails to make a designation for any year, the last previous
designation made by the Non-Employee Director shall be deemed to be the
designation for such year.
(b) First Leesport Market Price shall mean, as of any date, the
closing sale price (or, if unavailable for any day, the mean between the
high bid and low asked prices for such day) of a share of Common Stock as
reported by Nasdaq or, if not so reported, by an independent source in the
over-the-counter market on the last trading day of the calendar year with
respect to which the determination is being made.
5. Payment of Non-Employee Director Compensation. There shall be
issued to each Non-Employee Director within thirty (30) days of the end of
each calendar year, the number of shares of Common Stock payable to such
Non-Employee Director as Annual Compensation for such year determined
pursuant to Section 4 above. There shall be paid to each Non-Employee
Director within thirty (30) days of the end of each calendar year the cash
compensation payable to such Non-Employee Director as determined pursuant
to Section 4 above.
6. Number of Shares of Common Stock Issuable Under the Plan. The
maximum number of shares of Common Stock that may be issued under the Plan
shall be 250,000, provided, however, that if the Company shall at any time
increase or decrease the number of its outstanding shares of Common Stock
or change in any way the rights and privileges of such shares by means of
a payment of a stock dividend or any other distribution upon such shares
payable in Common Stock, or through a stock split, reverse stock split,
subdivision, consolidation, combination, reclassification or
recapitalization involving Common Stock, then the numbers, rights and
privileges of the shares issuable under Section 4 and this Section 6 of
Plan shall be increased, decreased or changed in like manner. To the
extent that the application of this Section would result in fractional
shares of Common Stock being issuable, cash will be paid to the Non-
Employee Director in lieu of such fractional shares based upon the First
Leesport Market Price.
7. Miscellaneous Provisions.
(a) Neither the Plan nor any action taken hereunder shall be
construed as giving any Non-Employee Director any right to be elected as a
director of the Company or any Subsidiary.
(b) A participant's rights and interest under the Plan may not
be assigned or transferred, hypothecated or encumbered in whole or in part
either directly or by operation of law or otherwise (except in the event
of a participant's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and no
such right or interest of any participant in the Plan shall be subject to
any obligation or liability of such participant.
(c) No shares of Common Stock shall be issued hereunder unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable securities laws and regulations and other
applicable laws, regulations and requirements.
(d) It shall be a condition to the obligation of the Company to
issue shares of Common Stock hereunder, that the participant pay to the
Company, to the extent required by law and upon its demand, such amount as
may be requested by the Company for the purpose of satisfying any
liability to withhold federal, state, local or foreign income or other
taxes. A Non-Employee Director may satisfy the withholding obligation, in
whole or in part, by electing to have the Company withhold shares of
Common Stock, otherwise issuable under the Plan, having a fair market
value equal to the amount required to be withheld. If the amount
requested is not paid, the Company shall have no obligation to issue, and
the participant shall have no right to receive, shares of Common Stock.
(e) The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of shares hereunder.
(f) By accepting any Common Stock hereunder or other benefit
under the Plan, each participant and each person claiming under or through
him or her shall be conclusively deemed to have indicated his or her
acceptance and ratification of, and consent to, any action taken under the
Plan by the Company or the Board.
(g) The appropriate officers of the Company shall cause to be
filed any registration statement required by the Securities Act of 1933,
as amended, and any reports, returns or other information regarding any
shares of Common Stock issued pursuant hereto as may be required by
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or
any other applicable statute, rule or regulation.
(h) The provisions of this Plan shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(i) Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and
paragraphing shall not in any case be deemed in any way material or
relevant to the construction of this Plan or any provisions thereof. The
use of the singular shall also include within its meaning the plural,
where appropriate, and vice versa.
8. Amendment. The Plan may be amended at any time and from time to
time by resolution of the Board as the Board shall deem advisable;
provided, however, that no amendment shall become effective without
shareholder approval if such shareholder approval is required by law, rule
or regulation. No amendment of the Plan shall materially and adversely
affect any right of any participant with respect to any shares of Common
Stock theretofore issued without such participant's written consent.
9. Termination. This Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating
the Plan; or
(b) ten years from the date the Plan is initially approved and
adopted by the shareholders of the Company in accordance with Paragraph 10
below.
No termination of the Plan shall materially and adversely affect any
of the rights or obligations of any person without his or her consent with
respect to any shares of Common Stock theretofore earned and issuable
under the Plan.
10. Shareholder Approval and Adoption. The Plan shall be effective
as of January 1, 2000, contingent upon shareholder approval and adoption
at the 2000 annual meeting of shareholders of the Company. The
shareholders shall be deemed to have approved and adopted the Plan only if
it is approved and adopted at a meeting of the shareholders duly held by
vote taken in the manner required by the laws of the Commonwealth of
Pennsylvania.
SL1 65386v1/03002.003
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. Non-Employee Director Compensation 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 69564v1/03002.001
