FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST PHILSON FINANCIAL CORPORATION
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(exact name of registrant as specified in its charter)
Delaware 25-1511866
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
534 Main Street, Berlin, Pennsylvania 15530-0220
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock American Stock Exchange
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If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which
this form relates;
NA (if applicable)
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Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General
The securities being registered are the Registrant's Common
Stock, par value $2.50, 10,000,000 shares authorized of which
1,742,400 are issued and outstanding. The Common Stock has no
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conversion rights, sinking fund provisions, preemptive rights or
cumulative voting rights, are fully paid and non-assessable and
carry no restrictions on alienability. The absence of cumulative
voting rights could act to prevent minority stockholders from
electing directors; and the absence of preemptive rights permits
the issue of additional stock on terms that could dilute individual
stockholders' interests.
Dividend Rights.
Stockholders of the Registrant are entitled to receive
dividends only if and when declared by the Board of Directors from
legally available funds. Future cash dividends will depend upon
general economic conditions, the consolidated earnings and the
financial condition of the Registrant and its subsidiaries and
other factors generally affecting dividend policies. Funds for the
payment of cash dividends and expenses of Registrant are expected
to be obtained from cash dividends paid by First Philson Bank, N.A.
("Bank"). The Board of Directors of the Bank may declare and pay
dividends to the Registrant in amounts they judge to be prudent.
However, the approval of the Comptroller of the Currency of any
dividends will be required if the total of all dividends declared
by the Bank in any calander year shall exceed the total of its net
profits for that year combined with its retained net profits for
the proceeding two years, less any required transfer to surplus or
a fund for the retirement of any preferred stock.
Voting Rights.
Each share of Common Stock issued and outstanding has one vote
for all matters to be considered by Stockholders. Except as
discussed below under "Special Voting Requirements and Anti-
Takeover Effect", action may be taken by the Stockholders by a
majority of the votes of the issued and outstanding stock.
Liquidation Rights.
On liquidation, dissolution or winding up, whether voluntary
or involuntary, the holders of the Registrant's Common Stock are
entitled to share ratably in the assets of the Registrant subject
to the claim of its creditors. The rights of the Registrant and
its creditors to participate in the assets of the bank in the event
of its liquidation will, of course, be subject to the prior claims
of the creditors of the Bank except to the extent the Registrant
itself may be a creditor with a recognized claim against the Bank.
Appraisal Rights.
Under Delaware law, there are no appraisal rights accorded to
holders of stock of any corporation involved in a merger or
consolidation if the stock is registered on a national securities
exchange or held of record by 2,000 or more persons, except that
appraisal rights are provided to stockholders of a non-surviving
constituent corporation if they are required to accept as
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consideration anything other than (1) stock of the surviving
corporation or its stock and cash in lieu of fractional shares or
(2) stock registered on a national exchange or held of record by
2,000 or more persons or such stock and cash in lieu of fractional
shares. At such time as the Registrant has 2,000 stockholders, the
rights of appraisal may not be available to stockholders in a stock
for stock transaction.
Special Voting Requirements and Anti-Takeover-Effect
The Certificate of Incorporation and By-laws of Registrant are
designed, by making it more time consuming and difficult for a
substantial stockholder to gain control of the Board of Registrant
without its consent, to insure some continuity in the affairs and
business strategy of Registrant and to provide the Board of
Directors with sufficient time to review any proposal from a
substantial stockholder and appropriate alternatives thereto.
These provisions may also encourage persons wishing to acquire
control of Registrant to seek the approval of the Board of
Directors through negotiation prior to attempting to gain control.
These provisions (1) classify the Board of Directors into
three classes, as nearly equal in number as possible, each of which
will serve for three (3) years with one class being elected each
year, (2) provide that Directors may be removed, with or without
cause, but only on approval of the holders of at least 80% of the
combined voting power of the then outstanding shares of capital
stock of Registrant entitled to vote in the election of Directors
at a meeting called for such purpose and not by written consent,
(3) provide that any vacancy on the Board of Directors shall be
filled only by the remaining Directors then in office, though less
than a quorum, (4) require that stockholder action be taken at an
annual meeting of stockholders or a special meeting, which may be
called only by the Chairman of the Board, the President or a
majority of the entire Board of Directors and prohibit stockholder
action by written consent, (5) provide that advance notice of
stockholder nominations for the election of Directors shall be
given and that certain information be provided with respect to
stockholder nominees in the manner provided by the By-laws of
Registrant and (6) require a stockholder vote to alter, amend or
repeal these provisions or related provisions to the By-laws of 80%
of the shares entitled to vote, voting together as a single class.
The combined holdings of directors and executive officers and the
Bank's ESOP would make it impossible to get the required 80% vote
without their consent. Thus, either the directors and officers as
a group or the Bank ESOP could block a change even if a majority of
the shareholders approved it.
Directors are elected by the holders of a plurality of the
votes cast in an election of Directors at an annual or special
meeting called for such purpose. The classification of Directors
will have the effect of making it more difficult to change the
over-all composition of the Board of Directors. At least two
stockholders' meetings, instead of one, will be required for
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stockholders to effect a change in the majority of the Board. The
Board of Directors of Registrant believes that the longer time
required to elect a majority of classified Board of Directors will
help to assure the continuity and stability of its affairs and
policies in the future, since the majority of the Directors at any
given time will have prior experience as Directors of Registrant.
Delaware law provides that Directors may be removed, with or
without cause, by a vote of a majority of the shares entitled to
vote. Delaware law also provides that unless the Certificate of
Incorporation provides otherwise, Directors serving on a classified
Board may be removed only for cause. The Certificate of
Incorporation of Registrant provides that any Directors may be
removed without or without cause but only on the affirmative vote
of the holders of at least 80% of the shares entitled to vote.
Article Sixth of the Certificate and Article II of the By-laws
provide that a vacancy on the Board of Directors, including a
vacancy created by an increase in the number of Directors, may be
filled by a majority of the Directors then in office. Any new
Director elected to fill a vacancy on the Board of Directors will
serve for the remainder of the full term of the class in which the
vacancy occurred rather than until the next annual meeting of
stockholders. No decrease in the number of Directors shall shorten
the terms of any incumbent. Therefore, stockholders, unless owning
80% of the shares entitled to vote and thereby in a position to
amend these provisions, may not fill vacancies on the Board of
Directors. In addition, holders of less than 80% of the shares
entitled to vote will be prevented from removing incumbent
Directors in order to gain control of a new Board and would also be
prevented from obtaining control by increasing the number of
Directors and filling the vacancies with their own nominees.
Under the terms of the Delaware Corporation Law, unless
provided otherwise in the Certificate of Incorporation, any action
required or permitted to be taken by stockholders may be taken
without a meeting and without a vote if done pursuant to a written
consent having the requisite number of votes that would be
necessary to authorize the action by vote at a meeting. The
Articles of Incorporation and By-laws of Registrant require that
stockholder action be taken at an annual or special meeting of
stockholders called by officers of the company pursuant to a
resolution adopted by a majority of the Board of Directors and
would prohibit stockholder action by written consent. This would
prevent stockholders from calling a special meeting or acting by
consent unless the stockholders owned 80% of the voting stock and
could amend this provision.
The Certificate of Incorporation provides that Notice of
Nomination for the election of Directors, other than by the Board
or a committee thereof, must be given as provided by the By-laws.
As provided therein, stockholders must deliver written notices to
the Secretary not later than 90 days prior to the date one year
from the immediately preceding annual meeting or, if a special
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election, the close of business on the 10th day following the date
of which notice of such meeting is first given to the stockholders.
Information with respect to the nominee must be set forth in the
nomination including any arrangement or understanding between the
stockholder and each nominee. This procedure could have the effect
of precluding a contest for the election of Directors if the
procedures established are not followed and may discourage or deter
a third party from conducting a solicitation of proxies or
otherwise attempting to elect its own slate of Directors.
Under the Delaware Corporation Law, amendments to the
Certificate of Incorporation require the approval of holders of a
majority of the shares entitled to vote. The law also permits
provisions of the Certificate which require a greater vote than the
vote otherwise required by the law. Article Sixth of the
Certificate of Registrant requires concurrence of the holders of
at least 80% of the shares entitled to vote for the alteration,
amendment or repeal of, or the adoption of any provision
inconsistent with Article Sixth or any provision thereof. In
addition, it provides that none of the By-law amendments related to
Article Sixth may be altered, amended or repealed, or any provision
inconsistent therewith be adopted without the concurrence of the
holders of at least 80% of the shares entitled to vote. This
requirement will prevent a stockholder with a majority of the
shares entitled to vote from avoiding these requirements by simply
repealing them. Therefore, holders of a minority of the shares
entitled to vote could block the repeal or modification of the
Certificate and related By-law provisions even if the action were
deemed beneficial to the holders of the majority of the shares
entitled to vote.
Item 2. Exhibits (Filed with American Stock Exchange only per
Instruction II)
Exhibit 1. Copy of Registrant's annual report on Form 10-K
for the year ended December 31, 1996.
Exhibit 2. Copies of quarterly reports on Form 10-Q for the
periods ending March 31, 1997 and June 30, 1997.
Exhibit 3. Copies of definitive Proxy Statements dated March
14, 1997 and September 22, 1997.
Exhibit 4. Copies of Certificate of Incorporation and By-laws
of the Registrant as amended to the date hereof.
Exhibit 5. Specimen copy of common stock certificate of the
Registrant.
Exhibit 6. Copy of the Annual Report submitted to
stockholders by the Registrant for the year ended December 31,
1996.
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Pursuant to the Requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
(Registrant) First Philson Financial Corporation
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Date November 5, 1997
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By /s/ Geo. W. Hay
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George W. Hay, President
