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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
1998 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/1/ PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
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Common Stock 108,803 $49.875 5,426,550 1,600.83
Par value $ 1.00
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</TABLE>
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/1/ Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Common Stock issuable in the event the number of
outstanding shares of the Registrant is increased by stock split,
reclassification, stock dividend and the like.
/2/ On June 19, 1998, the average of the bid and asked prices of the Commons
Stock of the Registrant was $_____ per share. The registration fee is computed
in accordance with Securities and Exchange Commission Rule 457(h) and (c).
/3/ Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) and (c) of the Securities and Exchange Commission on the
basis of the price at which the options may be exercised.
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PART 1
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Item 1. Plan Information
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A Prospectus setting forth the information required by Part 1 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 eligible directors and 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:
(a) The registrant's annual report on Form 10-K for the year ended December
31, 1997;
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(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since December 31, 1997 including, without limitation, the
Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1998;
and
(c) The 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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Not Applicable
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
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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
Item 8. Exhibits
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Exhibit Number Document Description
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4 Bryn Mawr Bank Corporation 1998 Stock Option Plan filed as
Exhibit A to the Registrant's 1998 Proxy Statement is
incorporated herein by reference.
5 Opinion and Consent of Monteverde, McAlee, FitzPatrick,
Tanker & Hurd
23.1 Consent of Independent Accountants
3
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23.2 Consent of Monteverde, McAlee, FitzPatrick, Tanker & Hurd
included in Exhibit 5
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;
and
(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 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
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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 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
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opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressly 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.
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 19th day of June, 1998.
BRYN MAWR BANK CORPORATION
/s/ Joseph W. Rebl
Date: June 19, 1998 BY:_________________________
Joseph W. Rebl
(Principal Accounting Officer)
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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
- --------- ----- ----
/s/ Robert L. Stevens
________________________ President, Chief Executive 6/19/98
Robert L. Stevens Officer and Director
/s/ Joseph W. Rebl
________________________ Senior Vice President and 6/19/98
Joseph W. Rebl Treasurer (Principal Accounting
Officer)
/s/ Darrell J. Bell
________________________ Director 6/19/98
Darrell J. Bell
/s/ Richard B. Cuff
________________________ Director 6/19/98
Richard B. Cuff
/s/ Warren W. Deakins
________________________ Director 6/19/98
Warren W. Deakins
________________________ Director
John D. Firestone
/s/ William Harral, III
________________________ Director 6/19/98
William Harral, III
________________________ Director
Peter H. Havens
/s/ Wendell F. Holland
________________________ Director 6/19/98
Wendell F. Holland
/s/ Sherman R. Reed, 3rd
________________________ Director 6/19/98
Sherman R. Reed, 3rd
/s/ Phyllis M. Shea
________________________ Director 6/19/98
Phyllis M. Shea
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Signature Title Date
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/s/ B. Loyall Taylor, Jr.
_________________________ Director 6/19/98
B. Loyall Taylor, Jr.
/s/ Samuel C. Wasson, Jr.
_________________________ Director 6/19/98
Samuel C. Wasson, Jr.
______________________ Director
Thomas A. Williams
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INDEX TO EXHIBITS
Page No. in
Sequentially
Numbered
Registration
Exhibit No. Exhibits Statement
- ----------- -------- -------------
Exhibit 4 Bryn Mawr Bank Corporation 1998
Stock Option Plan filed as Exhibit
A to the Registrant's 1998 Proxy *
Statement is incorporated herein
by reference.
Exhibit 5 Opinion of Monteverde, McAlee
FitzPatrick, Tanker & Hurd
regarding legality of securities 13-14
being registered
Exhibit 23.1 Consent of Independent Accountants
Exhibit 23.2 Consent of Monteverde, McAlee,
FitzPatrick, Tanker & Hurd
included as part of Exhibit 5
* Previously Filed
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EXHIBIT 4
Bryn Mawr Bank Corporation 1998 Stock Option Plan
filed as Exhibit A to the Registrant's 1998 Proxy Statement
is incorporated herein by reference.
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EXHIBIT 5
Opinion of
Monteverde, McAlee, FitzPatrick, Tanker & Hurd
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MONTEVERDE, McALEE, FITZPATRICK, TANKER & HURD
A PROFESSIONAL CORPORATION
STEPHEN P. CHAWAGA ATTORNEYS AT LAW June 22, 1998
LEONARD E. DIMARE
DANIEL P. DWYER ONE PENN CENTER
PAUL J. GIORDANO* NEW JERSEY OFFICE
THOMAS R. HURD* AT SUBURBAN STATION
MARK R. KEHOE* EXECUTIVE COURT
KEVIN W. MAHONEY*+ 1617 JOHN F. KENNEDY BOULEVARD
LAWRENCE E. McALEE+ 2 EVES DRIVE
MICHAEL J. McGOVERN* SUITE 1500
TOM P. MONTEVERDE SUITE 105
JOHN M. MYERS PHILADELPHIA, PA 19103-1815
MICHAEL E. SCULLIN EVESHAM, NJ 08053
ROBERT C. SEIGER, JR.* -----
WILLIAM M. SHIELDS (609) 596-0066
MARCY B. TANKER (215) 557-2900
FRANK B. TRACY FAX (609) 596-5564
LAWRENCE R. WOEHRLE* TELECOPIER:
(215) 557-2990
E-MAIL: [email protected]
* ADMITTED TO NEW JERSEY BAR ALSO
+ ADMITTED TO D.C. BAR ALSO
JUNE 22, 1998
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 1998 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 108,803 shares of BMBC common stock (the
"Shares") to be issued upon exercise of certain stock options pursuant to BMBC's
1998 Stock Option Plan (the "Plan") by the non-officer directors, officers and
employees of BMBC and its subsidiary who are duly granted options pursuant to
the Plan.
Based on the foregoing, we are of the opinion that the 108,803 Shares
covered by the Plan, when issued and paid for in accordance with the terms of
the Plan, including, in the case of Options, payment of the option exercise
price, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
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Bryn Mawr Bank Corporation
June 22, 1998
Page 3
This opinion is limited to the matters expressly stated herein. No implied
opinion may be inferred to extend this opinion beyond the matters expressly
stated herein. We do not undertake to advise you or anyone else of any changes
in the opinions expressed herein resulting from changes in law, changes in
factors or any other matters that hereafter might occur or be brought to our
attention.
Monteverde, McAlee, FitzPatrick, Tanker & Hurd
Very truly yours,
/s/ Lawrence E. McAlee
Lawrence E. McAlee
LMCA/bd
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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EXHIBIT 23.1
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 15, 1998,
on our audits of the consolidated financial statements of Bryn Mawr Bank
Corporation.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
June 22, 1998
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EXHIBIT 23.2
CONSENT
OF
Monteverde, McAlee, FitzPatrick, Tanker & Hurd
included as part of Exhibit 5
