As filed with the Securities and Exchange Commission on December 12, 1997.
Registration No. 33-
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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Chester Valley Bancorp Inc.
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(Exact name of issuer as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
23-2598554
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(IRS Employer Identification No.)
100 E. Lancaster Avenue, Downingtown, PA 19335
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(Address of principal executive offices) (Zip Code)
Chester Valley Bancorp Inc. 1997 Stock Option Plan
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(Full title of the plan)
Ellen Ann Roberts, Chief Executive Officer
Chester Valley Bancorp Inc.
100 E. Lancaster Avenue
Downingtown, PA 19335
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(Name and address of agent for service)
215-269-9700
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(Telephone number, including area code, of agent for service)
Copies to:
David S. Petkun, Esquire
Schnader Harrison Segal & Lewis llp
Suite 3600
1600 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 751-2146
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Title of Amount to Proposed Maximum Proposed Maximum Amount of
Securities be Offering Price Aggregate Offering Registration
to be Registered per Share Price Fee
Registered
- ------------- ------------ ---------------- ------------------ ------------
Common Stock, par 150,000 $27.1875(*) $4,078,125(*) $1,203.05(*)
value $1.00 per share shares
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(*) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low prices
of a share of Common Stock at December 9, 1997, which was $27.1875 per share.
The approximate date of proposed sale to the public will be from time to
time upon exercise of options granted pursuant to the Plan.
</TABLE>
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
(a) The annual report of the Company on Form 10-KSB for the year ended June
30, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above;
(c) The Description of Securities contained in the Company's Registration
Statement on Form S-4 (File No. 33-30433) filed with the Commission in August
10, 1989.
In addition, any and all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing such documents. Any statement contained in
this Registration Statement or in a document which also is or is 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 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.
Item 4. Description of Securities.
As the securities to be awarded pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, this item is
inapplicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify 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 actions by or in the right of
the Company, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent
<PAGE>
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Pennsylvania law. Statutory
authority for such indemnification is contained in Subchapter D of the
Pennsylvania Business Corporation Law of 1988 (as amended).
Reasonable expenses incurred by an officer, director, employee or agent of
the Company in defending a civil or criminal action, suit or proceeding
described above may be paid by the Company in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that the person is not entitled to be indemnified by the Company.
The duties of the Company to indemnify and to advance expenses to any
person shall be in the nature of a contract between the Company and each such
person, and no amendment or repeal of any provision of the Bylaws shall alter to
the detriment of such person the right of such person to the advancement of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment or repeal.
The Company shall not indemnify a director, officer, employee or agent for
any liability incurred in an action, suit or proceeding initiated (which shall
not be deemed to include counter-claims or affirmative defenses) or participated
in as an intervenor or amicus curiae by the person seeking indemnification
unless such initiation of or participation in the action, suit or proceeding is
authorized, either before or after its commencement, by the affirmative vote of
a majority of the directors in office.
Item 7. Exemption From Registration Claimed.
As no restricted securities are to be reoffered or resold pursuant to this
Registration Statement this item is inapplicable.
Item 8. Exhibits
The exhibits required by Item 601 of Regulation S-B and this item are
included following the Exhibit Index at Page E-1, all of which are incorporated
herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration of the securities offered, and
the offering of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-2
<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 Downingtown, Commonwealth of Pennsylvania on November
26, 1997.
CHESTER VALLEY BANCORP INC.
By:/s/ Ellen Ann Roberts
Ellen Ann Roberts,
Chairman and Chief Executive 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 date indicated.
Signature Title Date
/s/ Ellen Ann Roberts
Ellen Ann Roberts Director, Chairman, and November 19, 1997
Chief Executive Officer
/s/ Anthony J. Biondi
Anthony J. Biondi Director, President, and November 19, 1997
Chief Operating Officer
/s/ Gerard F. Griesser
Gerard F. Griesser Director November 19, 1997
/s/ Richard L. Radcliff
Richard L. Radcliff Director November 19, 1997
/s/ James E. McErlane
James E. McErlane Director November 19, 1997
/s/ Emory S. Todd, Jr.
Emory S. Todd, Jr. Director November 19, 1997
/s/ William M. Wright
William M. Wright Director November 19, 1997
/s/ Robert J. Bradbury
Robert J. Bradbury Director Novmeber 19, 1997
/s/ Christine N. Dullinger
Christine N. Dullinger Chief Financial Officer November 19, 1997
and Treasurer
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Method of Filing
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<S> <C> <C>
4 Chester Valley Bancorp Inc. Filed herewith
1997 Stock Option Plan
5 Opinion of Schnader Harrison Filed herewith
Segal & Lewis LLP
23.1 Consent of KPMG Peat Marwick LLP Filed herewith
23.2 Consent of Schnader Harrison Included in Exhibit 5
Segal & Lewis LLP above,
</TABLE>
E-1
EXHIBIT 4
CHESTER VALLEY BANCORP INC.
1997 STOCK OPTION PLAN
1. Definitions
As used in this Plan, the following definitions apply to the terms
indicated below:
A. "Board" means the Board of Directors of the Company.
B. "Committee" means the Compensation and Stock Option Committee ap-
pointed by the Board from time to time. The Committee shall consist of at least
two persons, who shall be directors of the Company.
C. "Company" means Chester Valley Bancorp Inc., a Pennsylvania corp-
oration.
D. "Disinterested Director" means a director who is a Non-Employee
Director within the meaning of Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule or regulation
adopted by the Securities and Exchange Commission.
E. "Fair Market Value" of a Share on a given day means, if the Shares
are traded in a public market, the average of the last bid and asked prices of a
Share as reported on the principal securities exchange on which the Shares are
then listed or admitted to trading, or as reported on the National Association
of Securities Dealers Automated Quotation System on the business day immediately
preceding the date of grant. If the Shares shall not be so traded, the Fair
Market Value shall be determined by the Committee taking into account all
relevant facts and circumstances.
F. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
G. "Grantee" means a person who is either an Optionee or an
Optionee-Shareholder.
H. "Incentive Stock Option" means an option, whether granted under
this Plan or otherwise, that qualifies as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code.
I. Nonqualified Option" means an Option that is not an Incentive
Stock Option.
J. "Option" means a right to purchase Shares under the terms and
conditions of this Plan.
K. "Optionee" means a person other than an Optionee-Shareholder to
whom an option is granted under this Plan.
L. "Optionee-Shareholder" means a person to whom an option is granted
under this Plan and who at the time such option is granted owns, actually or
constructively, stock of the Company or of a Parent or Subsidiary possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of such Parent or Subsidiary.
M. "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
granting an Option, each of the corporations in the unbroken chain (other than
the Company) owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.
N. "Plan" means this Chester Valley Bancorp Inc. 1997 Stock Option
Plan, including any amendments to the Plan
<PAGE>
O. "Share" means a share of the Company's common stock, par value
$1.00 per share, either now or hereafter owned by the Company as treasury
stock or authorized but unissued.
P. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting an Option, each of the corporations in the unbroken chain (other than
the last corporation in the chain) owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
Q. Options shall be deemed "granted" under this Plan on the date on
which the Committee or the Board, by appropriate action, approves the grant of
an Option hereunder or on such subsequent date as the Committee or the Board may
designate.
R. As used herein, the masculine includes the feminine, the plural
includes the singular, and the singular includes the plural.
2. Purpose
The purposes of the Plan are as follows.
A. To secure for the Company and its shareholders the benefits arising
from share ownership by those directors, officers and key employees and
consultants of the Company and its Subsidiaries who will be responsible for the
Company's future growth and continued success. The Plan is intended to provide
an incentive to directors, officers and key employees and consultants by
providing them with an opportunity to acquire an equity interest or increase an
existing equity interest in the Company, thereby increasing their personal stake
in its continued success and progress.
B. To enable the Company and its Subsidiaries to obtain and retain the
services of directors and key employees and consultants, by providing such
directors and key employees and consultants with an opportunity to acquire
Shares under the terms and conditions and in the manner contemplated by this
Plan.
3. Plan Adoption and Term
A. This Plan shall become effective upon its adoption by the Board,
and Options may be issued upon such adoption and from time to time thereafter;
provided, however, that the Plan shall be submitted to the Company's
shareholders for their approval at the next annual meeting of shareholders, or
prior thereto at a special meeting of shareholders expressly called for such
purpose; and provided further, that the approval of the Company's shareholders
shall be obtained within 12 months of the date of adoption of the Plan. If the
Plan is not approved by the affirmative vote of the holders of a majority of all
shares present in person or by proxy, at a duly called shareholders' meeting at
which a quorum representing a majority of all voting stock is present in person
or by proxy and voting on this Plan, then this Plan and all Op- tions then
outstanding under it shall forthwith automatically terminate and be of no force
and effect.
B. Subject to the provisions hereinafter contained relating to
amendment or discontinuance, this Plan shall continue to be in effect for ten
(10) years from the date of adoption of this Plan by the Board. No Options may
be granted hereunder except within such period of ten (10) years but Options
granted within such ten (10) year period may extend beyond the termination date
of this Plan.
4. Administration of Plan
A. This Plan shall be administered by the Board or, subject to
Paragraph 4.C below, the Committee. Except as otherwise expressly provided in
this Plan,the Board shall have authority to interpret the provisions of the
Plan, to construe the terms of any Option, to prescribe, amend and rescind rules
and regulations relating to the Plan, to determine the terms and provisions of
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<PAGE>
Options granted hereunder, and to make all other determinations in the judgment
of the Board necessary or desirable for the administration of the Plan. Without
limiting the foregoing, the Board shall, to the extent and in the manner
contemplated herein, exercise the discretion granted to it to determine to whom
Incentive Stock Options and Nonqualified Options shall be granted, how many
Shares shall be subject to each such Option, whether a Grantee shall be required
to surrender for cancellation an outstanding Option as a condition to the grant
of a new Option, and the prices at which Shares shall be sold to Grantees. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option in the manner and to the extent it
shall deem expedient to carry the Plan into effect and shall be the sole and
final judge of such expediency.
B. No member of the Board shall be liable for any action taken or
omitted or any determination made by him in good faith relating to the Plan, and
the Company shall indemnify and hold harmless each member of the Board and each
other director or employee of the Company to whom any duty or power relating to
the administration or interpretation of the Plan has been delegated against any
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission in connection with the Plan, unless arising out of such person's own
fault or bad faith.
C. The Board may (but is not required to) appoint the Committee. If
all members of the Committee are Disinterested Directors, the Committee shall
have the authority to administer the Plan and exercise any power granted to the
Board in the Plan. If all members of the Committee are not Disinterested
Directors, the Committee shall have the authority solely to make recommendations
to the Board for the administration of the Plan.
5. Eligibility
Directors, officers and key employees and consultants of the Company
and its Subidiaries shall be eligible for selection by the Board to be granted
Options. Consultants and directors who are not also employees of the Company or
a Subsidiary shall be eligible to be granted only Nonqualified Options. A
director, officer, employee or consultaant who has been granted an Option may,
if he or she is otherwise eligible, be granted an additional Option or Options
if the Board shall so determine.
6. Options
A. Subject to adjustment as provided in Paragraph 13 hereof, Options
may be granted pursuant to the Plan for the purchase of not more than 150,000
Shares; provided, however, that if prior to the termination of the Plan, an
Option shall expire or terminate for any reason without having been exercised in
full, the unpurchased Shares subject thereto shall again be available for the
purposes of the Plan.
B. Each Option granted under the Plan shall be evidenced by an option
certificate or agreement for Shares in such form, not inconsistent with this
Plan, as the Board may adopt for general use or for specific cases from time to
time. Such option certificate shall designate each Option as an Incentive Stock
Option or a Nonqualified Option.
C. The aggregate Fair Market Value (determined as of the time Options
are granted) of the Shares with respect to which Incentive Stock Options may be
or become exercisable for the first time by a Grantee during any calendar year
(whether granted under this Plan or any other plan of the Company or any Parent
or Subsidiary corporation) shall not exceed $100,000. To the extent (and only to
the extent) that an Incentive Stock Option may be or become exercisable in
violation of this limitation, it shall be deemed to be a Nonqualified Option.
7. Option Price
A. The purchase price per Share deliverable upon the exercise of an
Option shall be determined by the Board, but in the case of an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of a Share on the
date the Incentive Stock Option is granted to an Optionee and shall not be less
than 110% of the Fair Market Value of a Share on the date the Incentive Stock
Option is granted to an Optionee-Shareholder.
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<PAGE>
B. Payment for Shares purchased under an Option may be made (1) in
cash; (2) in Shares valued at their Fair Market Value on the date of exercise,
or (3) in a combination of cash and Shares.
8. Duration of Options
Each Option and all rights thereunder shall expire and the Option
shall no longer be exercisable on a date not later than ten (10) years from the
date on which the Option was granted. Options may expire and cease to be
exercisable on such earlier date as the Board may determine at the time of
grant. Options shall be subject to termination before their expiration date as
provided herein.
9. Conditions Relating to Exercise of Options
A. The Shares subject to any Option may be purchased at any time
during the term of the Option, unless, at the time an Option is granted, the
Board shall have fixed a specific period or periods required to have passed as a
condition to exercise of an option or a part thereof. To the extent an Option is
not exercised when it becomes initially exercisable, or is exercised only in
part, the Option or remaining part thereof shall not expire but shall be carried
forward and shall be exercisable until the expiration or termination of the
Option. Partial exercise as to whole Shares is permitted from time to time,
provided that no partial exercise of an Option shall be for a number of Shares
having a purchase price of less than $1,000 unless the Grantee represents to the
Company that he or she is purchasing the Shares for investment.
B. No Option shall be transferable by the Grantee thereof other than
by will or by the laws of descent and distribution, and Options shall be
exercisable during the lifetime of a Grantee only by such Grantee or, to the
extent that such exercise would not prevent an Option from qualifying as an
Incentive Stock Option under the Internal Revenue Code, by his or her guardian
or legal representative.
C. Certificates for Shares purchased upon exercise of Options shall be
issued either in the name of the Grantee or in the name of the Grantee and
another person jointly with the right of survivorship. Such certificates shall
be delivered as soon as practical following the date the Option is exercised.
D. An Option shall be exercised by the delivery to the Company at its
principal office, to the attention of its Chief Financial Officer, of written
notice of the number of Shares with respect to which the Option is being
exercised, and of the name or names in which the certificate for the Shares is
to be issued, and by paying the purchase price for the Shares in accordance with
paragraph 7 hereof. At the time of excercise of an Incentive Stock Option, the
Grantee also shall sign and deliver to the Company the Grantee's agreement to
notify the Company if the Grantee sells or otherwise disposes of any of the
Shares being purchased within two years after the date such Option was granted
or one year after the date of exercise.
E. Notwithstanding any other provision in this Plan, no Option may be
exercised unless and until (i) this Plan has been approved by the shareholders
of the Company, and (ii) the Shares to be issued upon the exercise thereof have
been registered under the Securities Act of 1933 and applicable state securities
laws, or are, in the opinion of counsel to the Com- pany, exempt from such
registration. The Company shall not be under any obligation to register under
applicable Federal or state securities laws any Shares to be issued upon the
exercise of an Option granted hereunder, or to comply with an appropriate
exemption from registration under such laws in order to permit the exercise of
an Option or the issuance and sale of Shares subject to such Option. If the
Company chooses to comply with such an exemption from registration, the
certificates for Shares issued under the Plan, may, at the direction of the
Board, bear an appropriate restrictive legend restricting the transfer or pledge
of the Shares represented thereby, and the Board may also give appropriate
stop-transfer instructions to the transfer agent of the Company.
F. Any person exercising an Option or transferring or receiving Shares
shall comply with all regulations and requirements of any governmental authority
having jurisdiction over the issuance, transfer or sale of securities of the
Company or over the extension of credit for the purposes of purchasing or
carrying any margin securities, or the requirements of any stock ex- change on
which the Shares may be listed, and as a condition to receiving any Shares,
shall execute all such instruments as the Board in its sole discretion may deem
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<PAGE>
necessary or advisable. G. Each Option shall be subject to the requirement that
if the Board shall determine that the listing, registration or qualification of
the Shares subject to such Option upon any securities exchange or under any
state or Federal law, or the consent or approval of any governmental or
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of Shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effective or obtained free of any conditions not acceptable to the Board.
10. Effect of Termination of Employment or Death
A. In the event of termination of a Grantee's employment or status as
a director by reason of such Grantee's death, disability, or retirement with the
consent of the Board or in accordance with an applicable retirement plan, any
outstanding Option held by such Grantee shall, notwithstanding the extent to
which such Option was exercisable prior to termination of employment,
immediately become exercisable as to the total number of Shares purchasable
thereunder. Any such Option shall remain so exercisable at any time prior to its
expiration date or, if earlier, the first anniversary of termination of the
Grantee's employment or status as a director. Grantees of Incentive Stock
Options shall be notified that certain Federal income tax provisions granting
favorable treatment to Incentive Stock Options will not apply if such Options
are not exercised within three months after the date of termination of
employment (twelve months if employment terminates as a result of total and
permanent disability as defined in Section 22(e)(3) of the Internal Revenue
Code).
B. In the event of termination of a Grantee's employment or status as
a director for any reason other than death, disability, or retirement with the
consent of the Board or in accordance with an applicable retirement plan, all
rights of any kind under any outstanding Incentive Stock Option held by such
Grantee shall immediately lapse and terminate, except that the Board may, in its
discretion, elect to permit exercise for a period ending on the earlier of the
expiration date of the Incentive Stock Option and a date thirty days after the
termination of employment or status as director as to the total number of Shares
purchasable under the Incentive Stock Option as of the date of the termination.
C. Whether an authorized leave of absence or absence in military or
government service shall constitute termination of employment or status as a
director shall be determined by the Board. Transfer of employment between the
Company and a Subsidiary corporation or between one Subsidiary corporation and
another shall not constitute termination of employment.
11. No Special Employment Rights
Nothing contained in the Plan or in any Option shall confer upon any
Grantee any right with respect to his or her status as a director or the
continuation of his or her employment by the Company or a Subsidiary or
interfere in any way with the right of the Company or a Subsidiary, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Grantee from the rate in existence at the time of the grant of an Option.
12. Rights as a Shareholder
The Grantee of an Option shall have no rights as a shareholder with
respect to any Shares covered by an Option until the date of issuance of a
certificate to him for such Shares. Except as otherwise expressly provided in
the Plan, no adjustment shall be made for dividends or other rights for which
the record date occurs prior to the date of issuance of such certificate.
13. Anti-dilution Provision
A. In case the Company shall (i) declare a dividend or dividends on
its Shares payable in shares of its capital stock, (ii) subdivide its
outstanding Shares, (iii) combine its outstanding Shares into a smaller number
of Shares, or (iv) issue any shares of capital stock by reclassification of its
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), the number of
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<PAGE>
Shares authorized under the Plan will be adjusted proportionately. Similarly, in
any such event, there will be a proportionate adjustment in the number and to
the purchase price per Share of Shares subject to unexercised Options (but
without adjustment to the aggregate option price).
B. In the event of (i) any transaction which constitutes a change in
control of the Company, (ii) any transaction which results in the sale of at
least fifty percent (50%) or more of the business or assets of the Company
during a period of twelve consecutive months, or (iii) any transaction which
involves a merger or consolidation of the Company in which stockholders of the
Company before such merger or consolidation do not, as a result of the merger or
consolidation, own at least fifty percent (50%) of the outstanding voting power
of the surviving entity following such merger or consolidation, the Board shall
modify all outstanding Options so as to accelerate, as a consequence of or in
connection with such transaction, a Grantee's right to exercise any such Option.
C. The Board, in its sole discretion, may determine that, upon the
occurrence of a transaction described in Paragraph 13B, each Option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder, and such holder shall receive, with respect to each Share subject to
such Option, an amount equal to the excess of the Fair Market Value of such
Shares immediately prior to the occurrence of such transaction over the exercise
price per Share of such Option; such amount shall be payable in cash, in one or
more of the kinds of property payable in such transaction, or in a combination
thereof, as the Board in its discretion shall determine. The provisions
contained in the preceding sentence shall be inapplicable to an Option granted
within six (6) months before the occurrence of such a transaction if the holder
of such Option is subject to the reporting requirements of Section 16(a) of the
Exchange Act and no exemption from liability under Section 16(b) is otherwise
available to such holder.
D. Each Grantee will be notified of any such adjustment and any such
adjustment, or the failure to make such adjustment, shall be binding on the
Grantee.
14. Withholding Taxes
Whenever an Option is to be exercised under the Plan, the Company
shall have the right to require the Grantee, as a condition of exercise of the
Option, to remit to the Company an amount sufficient to satisfy the Company's
(or a Subsidiary's) Federal, state and local withholding tax obligation, if any,
that will, in the sole opinion of the Board, result from the exercise. In
addition, the Board may permit a Grantee, to satisfy any such withholding tax
obligation by making an irrevocable election at least six (6) months prior to
exercise of an option to have the Company retain Shares issuable upon such
exercise having a Fair Market Value on the date of exercise equal to the amount
to be withheld.
15. Amendment of the Plan
The Board may at any time and from time to time terminate or modify or
amend the Plan in any respect, except that, without shareholder approval, the
Board may not (a) increase the number of Shares which may be issued under the
Plan or (b) modify the requirements as to eligibility for participation under
the Plan. The termination or modification or amendment of the Plan shall not,
without the consent of a Grantee, affect his or her rights under an Option
previ- ously granted to him or her. With the consent of the Grantee, the Board
may amend outstanding Options in a manner not inconsistent with the Plan.
16. Miscellaneous
A. It is expressly understood that this Plan grants powers to the
Board but does not require their exercise; nor shall any person, by reason of
the adoption of this Plan, be deemed to be entitled to the grant of any Option;
nor shall any rights begin to accrue under the Plan except as Options may be
granted hereunder.
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<PAGE>
B. All epenses of the Plan, including the cost of maintaining
records, shall be borne by Company.
17. Governing Law
This Plan and all rights hereunder shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Pennsylvania.
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<PAGE>
CHESTER VALLEY BANCORP INC.
INCENTIVE STOCK OPTION CERTIFICATE
(Not Transferable)
THIS CERTIFIES THAT ("Optionee") has been granted an
INCENTIVE STOCK OPTION
to purchase shares of the common stock of CHESTER VALLEY BANCORP, INC., a
Pennsylvania corporation, at a price of $ per share, subject to adjustment as
provided in the CHESTER VALLEY BANCORP INC. 1997 Stock Option Plan ("Plan").
This option is granted under and pursuant to the Plan and is subject to the
conditions and limitations set forth in the Plan as the same may be amended from
time to time. All of the terms and provisions of the Plan, as amended from time
to time, are incorporated herein by reference and nothing herein contained shall
be deemed to vary or be given effect as modifying the terms of the Plan.
SUBJECT TO THE FOREGOING, THIS OPTION MAY BE EXERCISED ONLY AS
FOLLOWS:
THIS OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE
EXPIRATION OF YEARS FROM THE DATE HEREOF AND MAY BE EXERCISED ONLY IN THE MANNER
PROVIDED IN THE PLAN.
This option is not transferable except by will or the laws of descent and
distribution.
IN WITNESS WHEREOF, CHESTER VALLEY BANCORP INC. has caused this Stock
Option Certificate to be issued as of , 19 (the date of grant).
ATTEST: [Corporate Seal] CHESTER VALLEY BANCORP INC.
- -------------------------- -----------------------------
<PAGE>
CHESTER VALLEY BANCORP INC.
NONQUALIFIED STOCK OPTION CERTIFICATE
(Not Transferable)
THIS CERTIFIES THAT ("Optionee") has been granted a
NONQUALIFIED STOCK OPTION
to purchase shares of the common stock of CHESTER VALLEY BANCORP, INC., a
Pennsylvania corporation, at a price of $ per share, subject to adjustment as
provided in the CHESTER VALLEY BANCORP INC. 1997 Stock Option Plan ("Plan").
This option is granted under and pursuant to the Plan and is subject to the
conditions and limitations set forth in the Plan as the same may be amended from
time to time. All of the terms and provisions of the Plan, as amended from time
to time, are incorporated herein by reference and nothing herein contained shall
be deemed to vary or be given effect as modifying the terms of the Plan.
SUBJECT TO THE FOREGOING, THIS OPTION MAY BE EXERCISED ONLY AS FOLLOWS:
THIS OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE
EXPIRATION OF YEARS FROM THE DATE HEREOF AND MAY BE EXERCISED ONLY IN THE MANNER
PROVIDED IN THE PLAN.
This option is not transferable except by will or the laws of descent and
distribution.
IN WITNESS WHEREOF, CHESTER VALLEY BANCORP INC. has caused this
Stock Option Certificate to be issued as of , 19 (the date of grant).
ATTEST: [Corporate Seal] CHESTER VALLEY BANCORP INC.
- ---------------------------- -----------------------------
<PAGE>
EXHIBIT 5
SCHNADER HARRISON
SEGAL & LEWIS LLP
Attorneys at Law
Suite 3600, 1600 Market Street, Philadelphia, PA 19103-7286
215-751-2000
December 4, 1997
Board of Directors
Chester Valley Bancorp Inc.
100 East Lancaster Avenue
Downingtown, PA 19335
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chester Valley Bancorp Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933 of a Registration Statement
on Form S-8 relating to shares of common stock of the Company (the "Shares")
covered by the Company's 1997 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records
and other documents of the Company and considered such questions of law as we
have deemed necessary or appropriate for purposes of this opinion. On the basis
of such examination, we are of the opinion that the Shares have been duly
authorized, and when duly issued against payment of the purchase price therefor
pursuant to the Plan and due exercise of the options thereunder, will be validly
issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Schnader Harrison Segal & Lewis LLP
SCHNADER HARRISON SEGAL & LEWIS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Chester Valley Bancorp, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our Firm under the heading Experts in the prospectus.
/s/ KPMG Peat Marwick LLP
December 1, 1997
<PAGE>
