As filed with the Securities and Exchange Commission on May 30,
1997
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STERLING FINANCIAL CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania 23-2449551
- ---------------------- -----------------
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
101 North Pointe Blvd.
Lancaster, Pennsylvania 17601
- ------------------------------- -----------------
(Address of principal executive (Zip Code)
offices
1997 DIRECTORS STOCK COMPENSATION PLAN AND POLICY
(Full title of the plan)
--------------------------------------------------
John E. Stefan, Chairman of the Board, Copies To:
President & Chief Executive Office Nicholas Bybel, Jr., Esquire
STERLING FINANCIAL CORPORATION B. Tyler Lincoln, Esquire
101 North Pointe Boulevard SHUMAKER WILLIAMS, P.C.
Lancaster, Pennsylvania 17601-4133 Post Office Box 88
(717) 581-6030 Harrisburg, Pennsylvania
- ------------------------------------ 17108
(Name, address, including zip code, (717) 763-1121
and telephone number, including area
code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
e Registered Registered <F1> Per Share<F2>
<S> <C> <C>
Common Stock,
$5.00 Par Value 24,000 $25.375
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price <F2> Fee
<S> <C> <C>
Common Stock,
$5.00 Par Value $609,000.00 $184.55
<FN>
<F1> Based on the maximum number of shares of Sterling Financial
Corporation Common Stock, par value $5.00 per share, ("Common
Stock") authorized for issuance under the plans set forth above.
There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of the
anti-dilution provisions of this plan.
<F2> 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 closing bid and asked prices of the
Common Stock on May 28, 1997, with respect to the shares of
Common Stock issuable under the plan.
</FN>
</TABLE>
Page 1 of 18 Sequentially Numbered Pages
Index to Exhibits Found on Page 10
<PAGE>
TO PARTICIPANTS IN THE
1997 DIRECTORS COMPENSATION PLAN AND POLICY
Sterling Financial Corporation (the "Company") has filed a
Registration Statement, on Form S-8 concerning the shares of
Common Stock, $5.00 par value ( the "Common Stock") that the
Company may, from time to time, issue pursuant to the 1997
Directors Compensation Plan and Policy (the "Plan"). The
Prospectus deemed to form a part of the Registration Statement
consists of certain documents and explanatory memoranda regarding
the Plan. Also deemed to comprise part of the Prospectus, are
the following documents, each of which is specifically
incorporated by reference into the Registration Statement and
each of which is on file with the Securities and Exchange
Commission (the "Commission") File No. 0-16276):
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(c) the description of the Corporation's common stock that
appears in the Corporation's Registration Statement No. 33-55131
on Form S-3, filed with the Commission on August 19, 1994.
All documents filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of the
Prospectus and prior to the termination of the offering made
hereby, shall be deemed to be incorporated by reference in the
Prospectus and to be a part thereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
<PAGE>
The Company will provide, without charge, to each
participant in the Plan who so requests, a copy of any or all of
the documents mentioned above, as well as, all documentation
relating to the Plan required to be delivered to participants
pursuant to the rules adopted under the Securities Act of 1933,
as amended. Requests for such copies should be addressed orally
or in writing to:
Attention: John E. Stefan
Chairman of the Board, President and
Chief Executive Officer
Sterling Financial Corporation
101 North Pointe Boulevard
Lancaster, Pennsylvania 17601-4133
(717) 581-6030
May 30, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents filed by the
Company with the Commission, under File No. 0-16276:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(c) the description of the Corporation's common stock that
appears in the Corporation's Registration Statement No. 33-55131
on Form S-3, filed with the Commission on August 19, 1994.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Company, together with the
Company's By-laws, provides the Company's officers and directors
with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes willful
misconduct or recklessness. The Company's officers and directors
are entitled to be indemnified if they are named as a party or
threatened to be named as a party to any type of proceeding as a
result of actions or inactions taken while in the course of their
association with the Company provided that such action or
inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company.
Officers and directors of the Company will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
To the extent that a director or officer of the Company has
been successful on the merits or otherwise in defense of any
action or proceeding relating to third party actions or relating
to derivative actions or in defense of any, claim, issue or
matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonable incurred in
connection therewith.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
II-2
<PAGE>
Items 8. Exhibits
Exhibit No.
- -----------
4.1 Amended Articles of Incorporation of
Sterling Financial Corporation
(Incorporated by reference to
Exhibit 3(i) of the Company's Registration
Statement No. 333-28065,
filed with the Commission on May 30,
1997).
4.2 Amended Bylaws of Sterling Financial
Corporation (Incorporated by reference
to at Exhibit 3(ii) of the Company's
Registration Statement No. 333-28065,
filed with the Commission on May 30, 1997).
4.3 1997 Directors Stock Compensation Plan
and Policy.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Trout, Ebersole & Groff, LLP.
23.2 Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this
Registration Statement).
24 Power of Attorney of Directors and
Officers (included on Signature
Pages).
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; and
II-3
<PAGE>
(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) shall not
apply if the information required to be included
in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or
furnished to the Commission 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 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 the 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 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.
(h) 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities, other than
the payment of 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 as 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
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 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
the City of Lancaster, Commonwealth of Pennsylvania, on May
27, 1997.
STERLING FINANCIAL CORPORATION
By: /s/ John E. Stefan
-------------------------------
John Stefan
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John E. Stefan
and Ronald L. Bowman, 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 unto said
attorney-in-fact and agents full power and authority to do and perform each
and every act and thing 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,
this Registration Statement has been signed by the following
person in the capacities and on the dates indicated.
Capacity Date
/s/ John E. Stefan Chairman of the Board, May 27, 1997
- ------------------ President and Chief
John E. Stefan Executive Officer;
Director
(Principal Executive
Officer)
/s/ Jere L. Obetz Senior Vice President/ May 27, 1997
- ------------------ Treasurer
Jere L. Obetz Chief Financial Officer
<PAGE>
/s/ Ronald L. Bowman Vice President/Secretary May 27, 1997
- -------------------- (Principal Accounting
Ronald L. Bowman Officer)
/s/ Richard H. Albright, Director May 27, 1997
Jr.
- -----------------------
Richard H. Albright, Jr.
/s/ Robert H. Caldwell Director May 27, 1997
- -----------------------
Robert H. Caldwell
/s/ Howard E. Groff, Jr. Director May 27, 1997
- ------------------------
Howard E. Groff, Jr.
/s/ Joan R. Henderson Director May 27, 1997
- -----------------------
Joan R. Henderson
/s/ J. Robert Hess Director May 27, 1997
- ----------------------
J. Robert Hess
/s/ Calvin G. High Director May 27, 1997
- ----------------------
Calvin G. High
/s/ J. Roger Moyer, Jr. Executive Vice President/ May 27, 1997
- ----------------------- Assistant Secretary and
J. Roger Moyer, Jr. Director
/s/ Glenn Nauman Director May 27, 1997
- ----------------------
Glenn R. Walz
<PAGE>
Exhibit Index
Page Number
In Sequential
Numbering
Exhibit No. System
- ----------- -------------
4.1 Amended Articles of Incorporation of
Sterling Financial Corporation
(Incorporated by reference to Exhibit
3(i) of the Company's Registration
Statement No. 333-28065, filed with
the Commission on May 30, 1997).
4.2 Amended Bylaws of Sterling Financial
Corporation (Incorporated by reference
to at Exhibit 3(ii) of the Company's
Registration Statement No. 333-28065,
filed with the Commission on May 30, 1997).
4.3 1997 Directors Stock Compensation Plan and 11
Policy
5 Opinion of Shumaker Williams, P.C. 14
23.1 Consent of Trout, Ebersole & Groff, LLP. 17
23.2 Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this Registration
Statement).
24 Power of Attorney of Directors and
Officers (included on Signature Pages).
EXHIBIT 4.1
Amended Articles of Incorporation of
Sterling Financial Corporation (Incorporated
by reference to Exhibit 3(i) of the Company's
Registration Statement No. 333-28065, filed
with the Commission on May 30, 1997).
EXHIBIT 4.2
Amended Bylaws of Sterling Financial Corporation
(Incorporated by reference to Exhibit 3(ii) of
the Company's Registration Statement No. 333-28065,
filed with the Commission on May 30, 1997).
EXHIBIT 4.3
1997 DIRECTORS STOCK COMPENSATION
PLAN AND POLICY
<PAGE>
STERLING FINANCIAL CORPORATION
1997 DIRECTOR STOCK COMPENSATION PLAN AND POLICY
WHEREAS, Sterling Financial Corporation ("Company") desires
to promote in its Directors, and the Directors of each of its
subsidiaries, the strongest interest in the successful operation
of the Company's business and the fulfillment of their fiduciary
duties;
WHEREAS, the Company desires to provide a vehicle to
adequately compensate Directors and to enhance accomplishment of
the Company's objectives;
WHEREAS, the Board of Directors believes that a Director
Compensation Plan and Policy that includes elements of equity
based and cash based compensation is in the best interests of the
Company and its respective constituencies;
WHEREAS, the components of this 1997 Director Stock
Compensation Plan and Policy (the "Plan") were approved and
adopted by the Board of Directors of the Company at a duly called
and convened meeting held on April 29, 1997;
NOW, THEREFORE, in consideration for the premises and of the
covenants herein contained, it is hereby agreed by the Company as
follows:
1. Term. The Plan shall be deemed effective as of May 27,
1997, and shall continue in effect until all shares of common
stock issuable under the Plan have been issued or the Board of
Directors, in its sole discretion, has amended or terminated the
Plan.
2. Stock. The shares of common stock that may be issued
under the Plan shall not exceed, in the aggregate, Twenty Four
Thousand (24,000) shares of the Company's common stock, par value
$5.00 per share ("Stock"). In addition, the aggregate amount of
Stock issuable under the Plan shall be adjusted pursuant to
paragraph 4, hereof. Such shares of Stock may be authorized and
unissued shares of Stock, authorized shares of Stock issued by
the Company and subsequently reacquired by it as treasury stock,
or shares of Stock purchased in the open market. Under no
circumstances shall any fractional shares of Stock be issued
under the Plan.
3. Eligibility and Participation. All Directors of the
Company, and each subsidiary thereof, who are not employees of
the Company, or of a subsidiary of the Company, shall participate
in the Plan.
4. Adjustments. In the event of any change in the number
of issued and outstanding shares of Stock that results from a
stock split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of the Company, the
maximum number of shares of Stock issuable under the Plan shall
be proportionately adjusted.
<PAGE>
5. Awards. On July 1 of each year, each Director who
participates in the Plan, shall be entitled to receive 200 shares
of the Company's Stock, which award may be amended by resolution
of the Board of Directors on an annual basis.
6. Value of Shares Granted. The shares of Stock granted
under this Plan shall be valued at the fair market value of the
Company's common stock, as of the date of award.
7. Shares. All shares of Stock received under this Plan
shall be "Restricted Stock," held by an affiliate under the
Securities Act of 1933, as amended (the "33 Act") subject to the
limitations thereof, unless such shares of Stock shall have been
duly registered under the 33 Act. In addition, if at any time
the award of Stock under this Plan may, in the opinion of Counsel
to the Company, create liability for the Company or the recipient
under the Securities Exchange Act of 1934, as amended, or the
Internal Revenue Code of 1986, as amended, then the award of such
shares of Stock may be suspended by the Company until such time
as liability for the award thereof shall lapse or expire.
8. Termination and Amendment. This Plan may be terminated
or amended, at any time, by a majority vote of all of the members
of the Board of Directors at any regular or special meeting duly
called and convened.
9. Governing Law. All questions pertaining to the
construction, validity and effect of the provisions of the Plan
and the rights of all persons hereunder shall be governed by the
laws of the Commonwealth of Pennsylvania.
10. Rules of Construction. Headings are given to the
sections of the Plan solely as a convenience to facilitate
reference.
---------
END
---------
-2-
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
SHUMAKER WILLIAMS P.C.
Attorneys At Law
P.O. Box 88
Harrisburg, Pennsylvania 17108
(717)763-1121
May 27, 1997
Mr. John E. Stefan
Chairman of the Board, President and
Chief Executive Officer
STERLING FINANCIAL CORPORATION
North Pointe Banking Center
101 North Pointe Boulevard
Lancaster, PA 17601-4133
RE: Sterling Financial Corporation (the
"Corporation")
Registration Statement Form S-8
Our File No.: 202-97
Dear Mr. Stefan:
We have acted as Special Corporate Counsel to the
Corporation in connection with preparation of the Corporation's
Registration Statement on Form S-8 relating to the 1997 Directors
Stock Compensation Plan and Policy (the "Plan").
In connection with this matter, we, as counsel to the
Corporation, have reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. the Corporation's Articles of Incorporation, as
amended;
3. the Corporation's By-Laws, as amended;
4. Resolutions adopted by the Corporation's Board of
Directors on April 29, 1997, and May 27, 1997; and
5. the Plan.
Based upon such review, it is our opinion that the
Corporation's common stock, $5.00 par value, (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 the Corporation will have, at the time of
the issuance of Common Stock under the Plan, a sufficient number
of authorized shares available for issue.
<PAGE>
Mr. John E. Stefan
STERLING FINANCIAL CORPORATION
May 27, 1997
Page 2
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement on Form S-8, filed by the
Corporation, relating to the Plan.
Very truly yours,
SHUMAKER WILLIAMS, P.C.
By Nicholas Bybel, Jr.
NB/tb:71938
EXHIBIT 23.1
CONSENT OF TROUT, EBERSOLE & GROFF, LLP
<PAGE>
Trout, Ebersole & Groff, LLP
Certified Public Accountants
----------------------------
1705 Oregon Pike
Lancaster, Pennsylvania 17601
(717) 569-2900
Fax (717) 569-0141
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 relating to the 1997 Directors
Stock Compensation Plan and Policy of our report dated January
24, 1997, with respect to the consolidated financial statements
of Sterling Financial Corporation incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31,
1996, and filed with the Securities and Exchange Commission.
/s/Trout, Ebersole & Groff, LLP
May 30, 1997 TROUT, EBERSOLE & GROFF, LLP
Lancaster, Pennsylvania Certified Public Accountants
EXHIBIT 23.2
Consent of Shumaker Williams, P.C.
(contained at Exhibit 5 of this
Registration Statement).
EXHIBIT 24
Power of Attorney of Directors and
Officers (included on Signature Pages)
