Registration No. 333-_____
Filed May 22, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENNFIRST BANCORP, INC.
(Exact Name of Registrant as specified in its Articles of Incorporation)
PENNSYLVANIA 25-1659846
(State of incorporation) (IRS EmployerIdentification No.)
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
(Address of principal executive offices, including zip code)
Options Granted by Troy Hill Bancorp, Inc. under its
1994 Stock Option Plan and Converted into Options of the Registrant
(Full Title of the Plan)
Charlotte A. Zuschlag Copies to:
President and Chief Executive Officer Jeffrey D. Haas, Esq.
PennFirst Bancorp, Inc. Patricia J. Wohl, Esq.
600 Lawrence Avenue Elias, Matz, Tiernan & Herrick L.L.P.
Ellwood City, Pennsylvania 16117 734 15th Street, N.W.
(412) 758-5584 Washington, D.C. 20005
(Name, address and telephone number of (202) 347-0300
agent for service)
Page 1 of 17 pages
Index to Exhibits is located on page 8.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(3) Offering Price(3) Fee
Common Stock,
par value
$.01 104,216(2) $7.32 $762,861 $231.17
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares of common stock, par value $.01
per share ("Common Stock"), of PennFirst Bancorp, Inc. (the "Company" or
"Registrant") registered hereby as a result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock of the Company.
(2) Represents the number of shares of Common Stock of the Company reserved
for issuance as a result of the conversion of options to purchase common stock
of Troy Hill Bancorp, Inc. ("THB") into options to purchase Common Stock of
the Company pursuant to an Agreement and Plan of Reorganization and a related
Agreement of Merger, both dated as of September 16, 1996, between the Company
and THB.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise price for
the options, as converted, to purchase shares of Common Stock of the Company.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. <section> 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the fiscal year covered by the Form 10-K
referred to in clause (a) above.
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-B filed with the
Commission on June 13, 1991.
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or 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 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.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Registrant's Amended and Restated Articles of
Incorporation provides as follows:
ARTICLE 9.INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.
A. Personal Liability of Directors. A director of the Corporation
shall not be personally liable for monetary damages for any action taken,
or any failure to taken any action, as a director except to the extent that
by law a director's liability for monetary damages may not be limited.
B. INDEMNIFICATION. The Corporation shall 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 Corporation, 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 Corporation, or is or was serving at the
request of the Corporation 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.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a
director, officer, or employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding described in Article 9.B may
be paid by the Corporation 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 Corporation.
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any insurance or other agreement, vote of
stockholders or directors or otherwise, both as to actions in their
official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
E. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any such
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capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article 9.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees and agents for the purpose
of securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 9.
G. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 9 shall be in
the nature of a contract between the Corporation and each such person, and
no amendment or repeal of any provision of this Article 9, and no amendment
or termination of any trust or other fund created pursuant to Article 9.F
hereof, 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,
repeal or termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 9, the Corporation shall not indemnify
a director, officer, employee or agent for any liability incurred in an
action, suit or proceeding initiated by (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 then in office.
Sections 1741 to 1747 of the Pennsylvania Business Corporation Law
provide as follows with respect to indemnification:
1741 THIRD-PARTY ACTIONS.--Unless otherwise restricted in its bylaws, a
business corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or in-
vestigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a representative of the corporation, or
is or was serving at the request of the corporation as a representative of
another domestic or foreign corporation for profit or not-for-profit, partner-
ship, joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action or proceeding if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgement, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be
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in, or not opposed to, the best interests of the corporation and, with respect
to any criminal proceeding, had reasonable cause to believe that his conduct
was unlawful.
1742 DERIVATIVE AND CORPORATE ACTIONS.--Unless otherwise restricted in
its bylaws, a business corporation shall have power to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgement in its favor by reason of the fact that
he is or was a representative of the corporation or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of the action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation. Indemnification shall not be made under this
section in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the corporation unless and only to the extent
that the court of common pleas of the judicial district embracing the
county in which the registered office of the corporation is located or the
court in which the action was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
the expenses that the court of common pleas or other court deems proper.
1743 MANDATORY INDEMNIFICATION.--To the extent that a representative
of a business corporation has been successful on the merits or otherwise in
defense of any action or proceeding referred to in Section 1741 (relating
to third-party actions) or 1742 (relating to derivative and corporate
actions) or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney fees) actually and
reasonably incurred by him in connection therewith.
1744 PROCEDURE FOR EFFECTING INDEMNIFICATION.--Unless ordered by a
court, any indemnification under Section 1741 (relating to third-party
actions) or 1742 (relating to derivative and corporate actions) shall be
made by the business corporation only as authorized in the specific case
upon a determination that indemnification of the representative is proper
in the circumstances because he has met the applicable standard of conduct
set forth in those sections. The determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such a quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
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1745 ADVANCING EXPENSES.--Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this
subchapter may be paid by a business corporation in advance of the final
disposition of the action or proceeding upon receipt of an undertaking by
or on behalf of the representative to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation as
authorized in this subchapter or otherwise.
1746 SUPPLEMENTARY COVERAGE.--(a) General rule.--The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
sections of this subchapter shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.
Section 1728 (relating to interested directors or officers; quorum) and in,
the case of a registered corporation, section 2538 (relating to approval of
transactions with interested shareholders) shall be applicable to any
bylaw, contract or transaction authorized by the directors under this
section. A corporation may create a fund of any nature, which may, but
need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations, whether arising under or
pursuant to this section or otherwise.
(b) When indemnification is not to be made.--Indemnification pursuant
to subsection (a) shall not be made in any case where that act or failure
to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. The articles
may not provide for indemnification in the case of willful misconduct or
recklessness.
(c) Grounds.--Indemnification pursuant to subsection (a) under any
bylaw, agreement, vote of shareholders or directors or otherwise may be
granted for any action taken and may be made whether or not the corporation
would have the power to indemnify the person under any other provision of
law except as provided in this section and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action
by or in the right of the corporation. Such indemnification is declared to
be consistent with the public policy of this Commonwealth.
1747 POWER TO PURCHASE INSURANCE.--Unless otherwise restricted in its
bylaws, a business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability
under the provisions of this subchapter. Such insurance is declared to be
consistent with the public policy of this Commonwealth.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. 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):
NO. EXHIBIT
4 Specimen Common Stock Certificate.(1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
99 Troy Hill Bancorp, Inc. 1994 Stock Option Plan(2)
(1) Incorporated by reference from the Company's Registration
Statement on Form S-4 (Commission File No. 33-39219) filed
with the Commission on March 1, 1991.
(2) Incorporated by reference from THB's Annual Report on
Form 10-K for the year ended June 30, 1995 (Commission
File No. 0-24350) filed with the Commission on September
28, 1995.
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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, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed 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 of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the 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 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.
5. 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 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 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
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it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
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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 Ellwood City, Pennsylvania, on this 20th day
of May 1997.
PENNFIRST BANCORP, INC.
By: /s/ Charlotte A. Zuschlag
Charlotte A. Zuschlag, 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 dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Charlotte A. Zuschlag his or
her true and lawful attorney, with full power to sign for such person and
in such person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by
said attorney to any and all amendments.
/s/ Charlotte A. Zuschlag May 20, 1997
Charlotte A. Zuschlag
President and Chief Executive Officer
/s/ William B. Salsgiver May 20, 1997
William B. Salsgiver
Chairman of the Board
/s/ Herbert S. Skuba May 20, 1997
Herbert S. Skuba
Vice Chairman of the Board
/s/ Charles P. Evanoski May 20, 1997
Charles P. Evanoski
Senior Vice President of Finance
(principal financial officer)
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/s/ Geroge William Blank, Jr. May 20, 1997
George William Blank, Jr.
Director
/s/ Lloyd L. Kildoo May 20, 1997
Lloyd L. Kildoo
Director
/s/ Charles Delman May 20, 1997
Charles Delman
Director
/s/ Edmund C. Smith May 20, 1997
Edmund C. Smith
Director
/s/ Edwin A. Thaner May 20, 1997
Edwin A. Thaner
Director
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Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
<PAGE>
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
May 20, 1997
Board of Directors
PennFirst Bancorp, Inc.
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
Re: Registration Statement on Form S-8
104,216 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to PennFirst Bancorp, Inc., a
Pennsylvania corporation ("PennFirst"), in connection with the preparation
and filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to
104,216 shares of common stock, par value $.01 per share ("Common Stock"),
to be issued pursuant to the exercise of options previously granted by Troy
Hill Bancorp, Inc. ("THB"), pursuant to its 1994 Stock Option Plan (the
"Plan"), and converted into options to purchase Common Stock of PennFirst
(the "Options") upon the acquisition of THB by PennFirst on April 3, 1997
pursuant to an Agreement and Plan of Reorganization and a related Agreement
of Merger, both dated as of September 16, 1996 (together, the "Merger
Agreement"), between PennFirst and THB. The Registration Statement also
registers an indeterminate number of additional shares which may be
necessary to adjust the number of shares registered thereby for issuance as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of PennFirst. We have been requested to furnish
an opinion to be included as an exhibit to the Registration Statement.
In this regard, we have reviewed the Registration Statement and
Prospectus for the Plan, the Amended and Restated Articles of Incorporation
and Bylaws of PennFirst, the Plan, the Merger Agreement, a specimen stock
certificate evidencing the Common Stock of PennFirst and such other
Board of Directors
May 20, 1997
Page 2
corporate records and documents as we have deemed appropriate for the
purposes of this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of PennFirst and such other instruments, certificates and
representations of public officials, officers and representatives of
PennFirst as we have deemed applicable or relevant as a basis for the
opinions set forth below. In addition, we have assumed, without
independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to the exercise of the Options will
continue to be validly authorized on the dates the Common Stock is issued
pursuant to the exercise of the Options; (ii) on the dates the Options are
exercised, the Options will constitute valid, legal and binding obligations
of PennFirst and will (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting
the enforceability of creditors' rights generally) be enforceable as to
PennFirst in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue
sky" and other securities laws as may be applicable have been complied with
to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of
Common Stock to be issued pursuant to the exercise of the Options, upon
receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of PennFirst.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Jeffrey D. Haas
Jeffrey D. Haas, a Partner
Exhibit 23.2
Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 23.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PennFirst Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of PennFirst Bancorp, Inc. of our report dated January 23, 1997,
relating to the consolidated statements of financial condition of PennFirst
Bancorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report is incorporated by reference in the December 31, 1996 annual
report on Form 10-K of PennFirst Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
May 21, 1997
