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As filed with the Securities and Exchange Commission on August 27, 1997
Registration No. 333-
-----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROVIDENT BANKSHARES CORPORATION
(exact name of registrant as specified in its certificate of incorporation)
MARYLAND 52-1519642
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
114 EAST LEXINGTON STREET
BALTIMORE, MARYLAND 21202
(410) 281-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CITIZENS SAVINGS BANK F.S.B. 1986 STOCK OPTION PLAN
FIRST CITIZENS FINANCIAL CORPORATION DIRECTORS STOCK OPTION PLAN
FIRST CITIZENS FINANCIAL CORPORATION EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
COPIES TO:
CARL W. STEARN MARY SJOQUIST, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER MARC LEVY, ESQ.
PROVIDENT BANKSHARES CORPORATION MULDOON, MURPHY & FAUCETTE
114 EAST LEXINGTON STREET 5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MARYLAND 21202 WASHINGTON, DC 20016
(410) 281-7000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / X /
----
<TABLE>
<CAPTION>
===========================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share(2) Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 183,150 Shares $12.089 $4,922,021 $1,492
$1.00 par value 82,360 Shares
141,622 Shares
============================================================================================================
(1) Represents the total number of shares currently reserved or available for issuance together with an
indeterminate number of additional shares which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Citizens Savings Bank F.S.B. Stock Option Plan, First Citizens Financial
Corporation Directors' Stock Option Plan and the First Citizens Financial Corporation Employee Stock
Option Plan, respectively, (in the aggregate, the "Plans") as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of Provident Bankshares Corporation
pursuant to 17 C.F.R. ss.230.416(a).
(2) Determined by a weighted average exercise price of the options previously granted to date under the Plans.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages: 14
Exhibit Index on Page 10
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PROVIDENT BANKSHARES CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Provident
Bankshares Corporation ("Provident", the "Company" or the "Registrant") offer
and sale of its Common Stock ($1.00 par value) pursuant to the Plans required by
Part I of the Registration Statement will be sent or given to the participants
in the Plans as specified by Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC by Provident
(File No. 0-16421) are incorporated by reference in this Registration Statement:
1. Provident's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (SEC File No., 0-16421) filed on March 7, 1997 (the "1996
Provident Form 10-K").
2. Provident's Quarterly Report on Forms 10-Q (SEC File No. 0-16421)
for the quarters ended March 31, 1997 and June 30, 1997, filed on May 13, 1997
and August 8, 1997, respectively.
3. Provident's Current Report on Form 8-K, dated March 18, 1997.
4. The description of Provident Common Stock and Provident Class A
Preferred Stock ("Provident Class A Preferred Stock") and Preferred Share
Purchase Rights set forth in Provident's registration statements filed by
Provident pursuant to Section 12 of the Exchange Act including any amendment or
report filed for purposes of updating any such description.
5. The portions of Provident's Proxy Statement for the Annual Meeting of
Stockholders held on April 16, 1997 that have been incorporated by reference in
the 1996 Provident Form 10-K.
6. All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
Any statement contained in this Registration Statement, or 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 which also is incorporated or 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.
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ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
The consolidated financial statements of Provident and subsidiaries as of
December 31, 1996 and 1995 and for each of the years in the three-year period
ended December 31, 1996, included in the 1996 Provident Form 10-K incorporated
by reference into this Registration Statement, have been incorporated by
reference herein in reliance upon the report of Coopers & Lybrand L.L.P.,
independent auditors, included in the 1996 Provident Form 10-K and incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provident's Bylaws provide that Provident shall indemnify, to the fullest
extent permitted by law, all persons who may be indemnified pursuant to the
Maryland General Corporation Law ("MGCL").
Section 2-418 of the MGCL permits indemnification of any director or
officer with respect to any proceedings unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and was either committed in bad faith or the result of
active or deliberate dishonesty; (b) the director or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of criminal proceedings, the director or officer had reasonable cause to believe
that the act or omission was unlawful. The indemnity may include judgements,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director or officer in connection with the proceedings; provided, however, that
if the proceeding is won by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgement, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
4.1 Certificate of Incorporation of Provident Bankshares Corporation filed as
an Exhibit to the Company's Registration Statement on Form S-3, filed
with the SEC on August 18, 1994 (SEC File No. 33-73162) and incorporated
herein by reference.
4.2 Bylaws of Provident Bankshares Corporation as amended filed as an Exhibit
to the Company's 1994 Form 10-K, filed with the SEC on February 17, 1995
(SEC File No. 0-16421) and incorporated herein by reference.
4.3 Amended and Restated Agreement and Plan of Merger, as amended and
restated as of July 14, 1997, by and between Provident Bankshares
Corporation and First Citizens Financial Corporation is included as Annex
A to the Joint Proxy Statement/Prospectus which is part of the
Registration Statement on Form S-4 of the Registrant filed with the
SEC on July 15, 1997 (333-31337).
4.4 Rights Agreement, previously filed and incorporated by reference to
Provident Bankshares Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994 (SEC File No. 0-16421).
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of the Common
Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion included
as Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24.0 Power of Attorney (Located on signature page)
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) 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 in the Registration
Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) 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 those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of the 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 registered that remain unsold
at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities
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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 trustees, 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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.
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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Provident
Bankshares Corporation 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 Baltimore, State of Maryland, on the 25th day of
August, 1997.
PROVIDENT BANKSHARES CORPORATION
By: /s/ Carl W. Stearn
--------------------------------------
Carl W. Stearn
Chairman of the Board and
Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints Carl W. Stearn to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
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:
Name Title Date
- ---- ----- ----
/s/ Carl W. Stearn Chairman of the Board and August 25, 1997
- ---------------------------- Chief Executive Officer
Carl W. Stearn
/s/James R. Wallis Executive Vice President August 25, 1997
- ---------------------------- (Principal Financial Officer)
James R. Wallis
/s/ R. Wayne Hall Treasurer (Principal August 25, 1997
- ---------------------------- Accounting Officer)
R. Wayne Hall
/s/ Robert B. Barnhill, Jr. Director August 25, 1997
- ----------------------------
Robert B. Barnhill, Jr.
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/s/ Melvin A. Bilal Director August 25, 1997
- ----------------------------
Melvin A. Bilal
/s/ Dr. Calvin W. Burnett Director August 25, 1997
- ----------------------------
Dr. Calvin W. Burnett
/s/ Ward B. Coe, III Director August 25, 1997
- ----------------------------
Ward B. Coe, III
/s/ Charles W. Cole, Jr. Director August 25, 1997
- ----------------------------
Charles W. Cole, Jr.
Director August 25, 1997
- ----------------------------
M. Jenkins Cromwell, Jr.
/s/ Pierce B. Dunn Director August 25, 1997
- ----------------------------
Pierce B. Dunn
Director August 25, 1997
- ----------------------------
Enos K. Fry
Director August 25, 1997
- ----------------------------
Herbert W. Jorgensen
/s/ Mark K. Joseph Director August 25, 1997
- ----------------------------
Mark K. Joseph
/s/ Barbara B. Lucas Director August 25, 1997
- ----------------------------
Barbara B. Lucas
/s/ Peter M. Martin Director August 25, 1997
- ----------------------------
Peter M. Martin
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Director August 25, 1997
- ----------------------------
Frederick W. Meier, Jr.
/s/ Sister Rosemarie Nassif Director August 25, 1997
- ----------------------------
Sister Rosemarie Nassif
/s/ Francis G. Riggs Director August 25, 1997
- ----------------------------
Francis G. Riggs
Director August 25, 1997
- ----------------------------
Sheila K. Riggs
9
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Sequentially
No. Description Filing/Location Numbered Page
--- ----------- --------------- -------------
<S> <C> <C> <C>
4.1 Certificate of Incorporated by reference --
Incorporation of to Exhibits to the Company's
Provident Registration Statement on
Bankshares Form S-3, filed with the
Corporation SEC on August 18, 1994 (SEC
File No. 33-73162).
4.2 Bylaws of Provident Incorporated by reference --
Bankshares to Exhibits to the Company's
Corporation 1994 Form 10-K, file with
the SEC on February 17, 1995
SEC File No. 0-16421).
4.3 Provident Bankshares Incorporated by reference to --
Corporation and First Exhibits to the Company's
Citizens Financial 1997 Form S-4, filed with the
Corporation Agreement SEC on July 15, 1997 (SEC File
and Plan of Merger No. 333-31337).
4.4 Rights Agreement Incorporated by reference --
to Provident Bankshares
Corporation's Annual Report on
Form 10-K for the year ended
December 31,1 94 (SEC File No.
0-16421).
5.0 Opinion of Muldoon, Filed herewith. 11
Murphy & Faucette
23.1 Consent of Muldoon, Located in Exhibit --
Murphy & Faucette 5 herewith.
23.2 Consent of Coopers & Filed herewith. 13
Lybrand L.L.P.
24.0 Power of Attorney Located on signature page. --
</TABLE>
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EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE RE: LEGALITY
<PAGE> 2
August 26, 1997
Board of Directors
Provident Bankshares Corporation
114 East Lexington Street
Baltimore, Maryland 21202
Re: Citizens Savings Bank F.S.B. 1986 Stock Option Plan
First Citizens Financial Corporation Directors' Stock Option Plan
First Citizens Financial Corporation Employee Stock Option Plan
Ladies and Gentlemen:
We have been requested by Provident Bankshares Corporation (the "Company")
to issue a legal opinion in connection with the registration under the
Securities Act of 1933 on Form S-8 of 407,132 shares of the Company's Common
Stock, $1.00 par value (the "Shares"), to be issued under the Citizens Savings
Bank F.S.B. 1986 Stock Option Plan, First Citizens Financial Corporation
Directors' Stock Option Plan, and the First Citizens Financial Corporation
Employee Stock Option Plan (the "Plans") which, pursuant to the Amended and
Restated Agreement and Plan of Merger, amended and restated as of July 14, 1997,
by and between Provident Bankshares Corporation and First Citizens Financial
Corporation, the Company has adopted for the purpose of permitting all options
outstanding on the date of consummation of the merger (as adjusted for the
exchange ratio) to be exercised for the shares of the Company's Common Stock
under the terms of the existing agreements and the respective plans.
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, Provident Bank of Maryland, including
documents of First Citizens Financial Corporation and its subsidiary Citizens
Savings Bank, F.S.B.
Based on the foregoing and limited in all respects to Maryland law, it is
our opinion that the Shares reserved under the Plans have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE
------------------------------
MULDOON, MURPHY & FAUCETTE
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EXHIBIT 23.2 COOPERS & LYBRAND L.L.P. CONSENT
<PAGE> 2
COOPERS COOPERS & LYBRAND L.L.P.
& LYBRAND
a professional service firm
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement
on Form S-8 (File No. 333- ) of Provident Bankshares Corporation,
-------
pertaining to the Citizens Savings Bank F.S.B. 1986 Stock Option Plan, First
Citizens Financial Corporation Directors' Stock Option Plan and the First
Citizens Financial Corporation Employee Stock Option Plan of our report dated
January 15, 1997, on our audits of the consolidated financial statements of
Provident Bankshares Corporation as of December 31, 1996 and 1995 and for each
of the three years in the period ended December 31, 1996, which report is
incorporated by reference in the Provident Bankshares Corporation's 1996 Annual
Report on Form 10-K. We also consent to the reference to our firm under the
caption "Interests of Named Experts and Counsel".
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
August 26, 1997
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
limited liability association incorporated in Switzerland.
