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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Bryn Mawr Bank Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-243056
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 Lancaster Avenue
Bryn Mawr, PA 19010-3396
(Address of principal executive offices) (Zip Code)
Bryn Mawr Bank Corporation
Non-Employee Directors Stock Option Plan
(Full title of Plan)
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Samuel C. Wasson, Jr.
Secretary
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, PA 19010-3396
(Name and address of agent for service)
(610) 525-1700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 20,000 $39.00/1/ $780,000 $268.97/2/
par value $1.00
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</TABLE>
______________________
/1/ An annual option to purchase Five Hundred (500) shares of Corporation
stock for four (4) years or an aggregate of Two Thousand (2,000) shares was
granted to each of the Corporation's non-employee directors at the fair market
value of the stock on the third business day following the Corporation's annual
meeting which will be the last sale price for a share of the Corporation's
common stock.
/2/ Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) of the Securities Exchange Act of 1933 on the basis of
the price at which the options may be exercised.
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PART I
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Item 1. Plan Information
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A Prospectus setting forth the information required by Part I of Form S-8
will be sent or given to Plan participants as specified by Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
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The documents incorporated by reference in Item 3 of Part II of this Form
S-8 are incorporated by reference in the Section 10(a) prospectus relating to
this registration statement. The foregoing document and all other documents
required to be delivered to employees pursuant to Rule 428(b) are available
without charge, upon written or oral request to Samuel C. Wasson, Jr., Corporate
Secretary, Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr,
Pennsylvania 19010-3396; telephone number: (610) 525-1700.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference by the registrant and the Plan
in this registration statement:
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(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1994;
(b) Description of the registrant's common stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be incorporated by reference in this registration statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities
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Not Applicable
Item 5. Interests of Named Experts and Counsel
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Legal matters in connection with issuance of the registrant's common stock
under the Plan has been passed upon by Monteverde & Hemphill, a professional
corporation.
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Item 6. Indemnification of Directors and Officers
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The Pennsylvania Business Corporation Law of 1988 (the "1988 BCL") permits,
and Article VIII of the registrant's By-Laws provides for, indemnification of
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding (including an action
by or in the right of the registrant) whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the registrant or serving at the request of the registrant in certain
other capacities, against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, unless the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
The registrant maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering the registrant for indemnification
payments made to its directors and officers for certain liabilities.
Item 7. Exemption from Registration Claimed
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Not Applicable
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Item 8. Exhibits
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Exhibit Number Description
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4 Bryn Mawr Bank Corporation Non-Employee Directors Stock
Option Plan filed as an Exhibit to the registrant's 1995
Proxy Statement is incorporated herein by reference.
5 Opinion and Consent of Monteverde & Hemphill
23 Consent of Independent Auditors
Item 9. Undertakings
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(a) The 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
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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 registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those 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.
(b) The 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
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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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
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 issues.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bryn Mawr, Pennsylvania, on the 17th day of August, 1995.
BRYN MAWR BANK CORPORATION
Date: August 17, 1995 BY:_________________________
Joseph W. Rebl
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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______________________ President, Chief Executive August 17, 1995
Robert L. Stevens Officer and Director
______________________ Senior Vice President and August 17, 1995
Joseph W. Rebl Treasurer (Principal Accounting
Officer)
______________________ Director August 17, 1995
Darrell J. Bell
______________________ Director August 17, 1995
Richard B. Cuff
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______________________ Director August 17, 1995
Warren W. Deakins
______________________ Director August 17, 1995
Eleanor Carson Donato
______________________ Director August 17, 1995
Peter H. Havens
______________________ Director August 17, 1995
Sherman R. Reed, 3rd
______________________ Director August 17, 1995
Phyllis M. Shea
______________________ Director August 17, 1995
B. Loyall Taylor, Jr.
______________________ Director August 17, 1995
Samuel C. Wasson, Jr.
______________________ Director August 17, 1995
Thomas A. Williams
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INDEX TO EXHIBITS
Page No. in
Sequentially
Numbered
Registration
Exhibit No. Exhibits Statement
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Exhibit 5 Opinion of Monteverde & Hemphill
regarding legality of securities
being registered
Exhibit 23 Consent of Independent Auditors
The Consent of Monteverde & Hemphill,
included as part of Exhibit 5
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EXHIBIT 5
[LETTERHEAD OF MONTEVERDE & HEMPHILL APPEARS HERE]
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, PA 19010
Re: Issuance of shares of common stock of Bryn Mawr
Bank Corporation in connection with Bryn Mawr
Bank Corporation's Non-Employee Directors Stock
Option Plan
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Gentlemen/Madams:
We have acted as counsel to Bryn Mawr Bank Corporation, a Pennsylvania
business corporation ("BMBC") in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") to register 20,000 shares of common stock of BMBC to be
issued upon exercise of certain stock options pursuant to BMBC's Non-Employee
Directors Stock Plan (the "Plan") by those non-employee directors who are duly
granted options pursuant to the Plan.
In our opinion, the shares of common stock of BMBC issued upon exercise of
such options will be, when so issued, legally issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do hereby admit that we are
acting within the category of persons whose consent is required under Section 7
of the Act and the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
Lawrence E. McAlee
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Bryn Mawr Bank Corporation of our report dated January 19, 1995,
on our audits of the consolidated financial statements of Bryn Mawr Bank
Corporation.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
August 17, 1995
