As filed with the Securities and Exchange Commission on January, 19 2001
Registration No. 333-
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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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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, Downington, PA 19335
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(Address of principal executive offices) (Zip Code)
Chester Valley Bancorp Inc. 1997 Stock Option Plan, as amended
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(Full title of the plan)
Donna M. Coughey,
President and Chief Executive Officer
Chester Valley Bancorp Inc.
100 E. Lancaster Avenue
Downington, PA 19335
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(Name and address of agent for service)
(610) 269-9700
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(Telephone number, including area code, of agent for service)
Copies to:
David S. Petkun, Esquire
Cozen and O'Connor
1900 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 665-4634
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Offering Registration
Registered Registered per Share Price * Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 315,000 $17.50 $5,512,500 $1, 378.13
$1.00 per share shares
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</TABLE>
(*) 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 January 16, 2001, which was $17.50 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 1997 Stock Option Plan, as
amended.
<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 incorporated into this Registration Statement by reference:
(a) Our annual report on Form 10-K for the year ended June 30, 2000;
(b) Our quarterly report on Form 10-Q for the quarter ended
September 30, 2000;
(c) The description of our common stock contained in our
Registration Statement on Form S-4 (File No. 33-30433) filed
with the Commission on August 10, 1989.
All documents we file after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed incorporated by reference and to be a part of
this Registration Statement from the date the documents are filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded, for
purposes of this Registration Statement, to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference, modifies or
supersedes the statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 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).
<PAGE>
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.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K and this item are
listed in the Exhibit Index at Page E-1, all of which are incorporated herein by
reference.
Item 9. Undertakings.
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. Notwithstanding the foregoing, any
increase or decrease in the 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 and 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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;
<PAGE>
provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any 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 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.
The undersigned Registrant 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 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 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
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 Securities Act and will be governed by the final
adjudication of such issue.
<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 Downington, Commonwealth of Pennsylvania on January
17, 2001.
CHESTER VALLEY BANCORP INC.
By: /s/ Donna M. Coughey
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Donna M. Coughey
President 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Donna M. Coughey
----------------------------- Director, President and January 17, 2001
Donna M. Coughey Chief Executive Officer -----------------
/s/ Edward T. Borer Director January 17, 2001
----------------------------- -----------------
Edward T. Borer
/s/ Robert J. Bradbury
----------------------------- Director January 17, 2001
Robert J. Bradbury -----------------
/s/ John J. Cunningham, III
----------------------------- Director January 17, 2001
John J. Cunningham, III -----------------
/s/ Gerard F. Griesser
----------------------------- Director January 17, 2001
Gerard F. Griesser -----------------
/s/ James E. McErlane
----------------------------- Director January 17, 2001
James E. McErlane -----------------
/s/ Richard L. Radcliff
----------------------------- Director January 17, 2001
Richard L. Radcliff -----------------
/s/ Emory S. Todd, Jr.
----------------------------- Director January 17, 2001
Emory S. Todd, Jr. -----------------
/s/ William M. Wright
----------------------------- Director January 17, 2001
William M. Wright -----------------
/s/ Albert S. Randa Treasurer, Chief Financial
----------------------------- Officer and Chief Accounting January 17, 2001
Albert S. Randa Officer -----------------
</TABLE>
<PAGE>
EXHIBIT INDEX
Number Description Method of Filing
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4 Chester Valley Bancorp Inc. 1997 Stock
Option Plan, as amended Filed herewith
5 Opinion of Cozen and O'Connor Filed herewith
23.1 Consent of KPMG LLP Filed herewith
23.2 Consent of Cozen and O'Connor Included in Exhibit
5 above.
E-1
