As filed with the Securities and Exchange Commission on June 15, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION NATIONAL FINANCIAL CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania 23-2415179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East Main Street
P. O. Box 567
Mount Joy, Pennsylvania 17552
(Address of principal executive offices) (Zip Code)
UNION NATIONAL FINANCIAL CORPORATION
1999 INDEPENDENT DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Mark D. Gainer
President and Chief Executive Officer Copies To:
UNION NATIONAL FINANCIAL CORPORATION Nicholas Bybel, Jr., Esquire
101 East Main Street SHUMAKER WILLIAMS, P.C.
P.O. Box 567 Post Office Box 88
Mount Joy, Pennsylvania 17552 Harrisburg, Pennsylvania 17108
(717) 653-1441 (717) 763-1121
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to to be Offering Price Aggregate
be Registered Registered(1) Per Share(2) Offering Price(2)
- -------------------------------------------------------------------------------
Common Stock,
$0.25 Par Value 60,000 $23.25 $1,395,000
- -------------------------------------------------------------------------------
Titleof Each Class Amount of
of Securities to Registration
be Registered Fee
- -------------------------------------------------------------------------------
Common Stock,
$0.25 Par Value $387.81
- ------------------------------------------------------------------------------
(1) Based on the maximum number of shares of Union National Financial
Corporation common stock, par value $0.25 per share, ("common stock")
authorized for issuance under the plan set forth above. An indeterminate
number of shares of common stock as may become issuable by reason of the
anti-dilution provisions of the plans are also hereby registered.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
calculating the amount of the registration fee based upon the average of
the high and low prices of the common stock on June 14, 1999, with respect
to the shares of common stock issuable under the plans.
Page 1 of 25 Sequentially Numbered Pages
Index to Exhibits Found on Page 13
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TO PARTICIPANTS IN THE
UNION NATIONAL FINANCIAL CORPORATION
1999 INDEPENDENT DIRECTORS STOCK OPTION PLAN
Union National Financial Corporation files this Registration Statement on
Form S-8 to register the Union National common stock issuable pursuant to the
Union National Financial Corporation 1999 Independent Directors Stock Option
Plan. This prospectus is part of that Registration Statement and consists of
certain documents and explanatory memoranda regarding the plan. As allowed by
Commission rules, this prospectus does not contain all the information you can
find in the Registration Statement or the exhibits to the Registration
Statement. Some of the information is not physically included in this prospectus
but rather is "incorporated by reference" to documents that Union National filed
with the Commission. The information that is incorporated by reference consists
of the following: (File No. 0-19214)
(a) Union National's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Commission on March 29, 1999;
(b) Union National's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999;
(c) Union National's Current Report on Form 8-K filed with the Commission
on February 25, 1999;
(d) description of Union National's common stock that appears in Union
National's prospectus filed with the Commission on May 27, 1997, which
forms a part of Union National's Registration Statement No. 333-27837
on Form S-8.
All documents filed by Union National under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
are also incorporated by reference into this prospectus and deemed a part of
this prospectus from the date of filing.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.
<PAGE>
Documents incorporated by reference are available without charge to each
participant in the plan who requests, a copy of any or all of the documents. In
addition, you may obtain all documentation relating to the plan that is required
to be delivered to participants pursuant to the rules adopted under the
Securities Act of 1933 from Union National. Requests for copies should be
addressed verbally or in writing to:
Union National Financial Corporation
Attention: Mark D. Gainer
President and Chief Executive Officer
101 East Main Street
P. O. Box 567
Mount Joy, Pennsylvania 17552
(717) 653-1441
June 15, 1999
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Union National with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) Union National's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Commission on March 29, 1999;
(b) Union National's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999;
(c) Union National's Current Report on Form 8-K filed with the Commission
on February 25, 1999;
(d) description of Union National's common stock that appears in Union
National's prospectus filed with the Commission on May 27, 1997, which
forms a part of Union National's Registration Statement No. 333-27837
on Form S-8.
All documents filed by Union National under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
are also incorporated by reference into this prospectus and deemed a part of
this prospectus from the date of filing.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.
The document(s) containing the information specified in Items 1 and 2 of
Part I of this Form S-8 that will be sent or given to the plan participants, as
specified in Rule 428(b)(1) and in accordance with the instructions to Part I of
Form S-8, are not filed with the Securities and Exchange Commission as a part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to Union National, together with Union National's Bylaws, as amended,
provides Union National's officers and directors with a broad range of
limitation from liability and indemnification for actions and inactions in
connection with the performance of their duties. Generally, Articles 23 and 24
of Union National's Bylaws, as amended, provide for indemnification of directors
and officers. Aside from matters involving criminal statutes or tax laws, the
Bylaws provide that the directors are not personally liable for monetary damages
for any action or inaction taken unless the director has breached or failed to
perform his or her duties of office and such breach or failure constitutes
self-dealing, willful misconduct or recklessness. Union National's officers and
directors are entitled to be indemnified if they are named as a party to any
type of proceeding as a result of actions or inactions taken while in the course
of their association with Union National provided that such action or inaction
was in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of Union National. Officers and directors of Union
National will be presumed to be entitled to this indemnification absent breaches
of fiduciary duty, lack of good faith or self-dealing and will be entitled to be
indemnified unless their conduct is determined by a court to have constituted
willful misconduct or recklessness.
The specific provisions of Pennsylvania corporate law that provide for
indemnification of directors and officers are set forth herein. Subchapter D of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the
BCL), (15 Pa. C.S.A. Sections 1741-1750) provides that a business corporation
shall have the power under certain circumstances to indemnify directors,
officers, employees and agents against certain expenses incurred by them in
connection with any threatened, pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand in a fiduciary
relation to the corporation and shall perform his duties as a director,
including his duties as a member of any committee of the board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director shall be entitled to rely in
good faith on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by any
of the following:
(1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters
presented;
(2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert
competence of such person; or
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<PAGE>
(3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1716 also states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors may, in considering the best interests of the corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The consideration of
those factors shall not constitute a violation of Section 1712. In addition,
absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his
office under this section; and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal
statute; or
(2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the 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 investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
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), judgments, fines
and amounts paid in settlement actually and
II-3
<PAGE>
reasonably incurred by such person in connection with the action or proceeding
if such person 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 judgment, 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 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 not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the 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 judgment in its favor by reason of the fact that
such person 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 such person in connection with the defense or
settlement of the action if such person 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 such 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 such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative 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 such person 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 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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<PAGE>
Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the 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 such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action 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 the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, 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 the BCL. Such insurance is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.
Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
II-5
<PAGE>
Items 8. Exhibits
Exhibit No.
4.1 Articles of Incorporation of Union National Financial
Corporation, as amended. (Incorporated by reference to Exhibit
3(i) to Registrant's Registration Statement No. 333-27837 on Form
S-8 filed with the Commission on May 27, 1997.)
4.2 Bylaws of Union National Financial Corporation, as amended.
(Incorporated by reference to Exhibit 3(ii) to Registrant's
Registration Statement No. 333-27837 on Form S-8 filed with the
Commission on May 27, 1997 and to Exhibit 3(ii) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998
filed with the Commission on March 29, 1999.)
4.3 Union National Financial Corporation 1999 Independent Directors
Stock Option Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Trout, Ebersole & Groff, LLP, Independent Auditors.
23.2 Consent of Shumaker Williams, P.C. (Contained at Exhibit 5 of
this Registration Statement.)
24 Power of Attorney of Directors and Officers (Included on
Signature Pages.)
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a
post-effective amendment
II-6
<PAGE>
by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment of
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action suit or proceeding as asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to 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 Borough of
Mount Joy, Commonwealth of Pennsylvania on June 10, 1999.
UNION NATIONAL FINANCIAL CORPORATION
By: /s/ Mark D. Gainer
Mark D. Gainer,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark D. Gainer and Clement M. Hoober, and each of
them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Name Capacity Date
/s/ Donald H. Wolgemuth Chairman of the Board June 10, 1999
- ----------------------------- of Directors
Donald H. Wolgemuth
/s/ Mark D. Gainer President and Chief Executive June 10, 1999
- ----------------------------- Officer and Director
Mark D. Gainer (Principal Executive Officer)
/s/ Clement M. Hoober Chief Financial Officer June 10, 1999
- -----------------------------
Clement M. Hoober (Principal Financial
and Accounting
Officer)
/s/ Franklin R. Eichler Vice Chairman of the June 10, 1999
- ----------------------------- Board of Directors
Franklin R. Eichler
<PAGE>
/s/ William E. Eby Director June 10, 1999
- -----------------------------
William E. Eby
/s/ E. Ralph Garber Director June 10, 1999
- -----------------------------
E. Ralph Garber
/s/ Daniel C. Gohn Director June 10, 1999
- -----------------------------
Daniel C. Gohn
/s/ Carl R. Hallgren Director June 10, 1999
- -----------------------------
Carl R. Hallgren
/s/ David G. Heisey Director June 10, 1999
- -----------------------------
David G. Heisey
/s/ William D. Linkous Director June 10, 1999
- -----------------------------
William D. Linkous
/s/ Daniel H. Raffensperger Director June 10, 1999
- -----------------------------
Daniel H. Raffensperger
/s/ Benjamin W. Piersol, Jr. Director June 10, 1999
- -----------------------------
Benjamin W. Piersol, Jr.
Director June __, 1999
Darwin A. Nissley
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential Page
Index Number in Manually
Number Signed Original
4.1 Articles of Incorporation of Union *
National Financial Corporation, as amended.
(Incorporated by reference to Exhibit 3(i)
to Registrant's Registration Statement No.
333-27837 on Form S-8 filed with the Commission on
May 27, 1997.)
4.2 Bylaws of Union National Financial Corporation, *
as amended.(Incorporated by reference to Exhibit
3(ii) to Registrant's Registration Statement
No. 333-27837 on Form S-8 filed with the
Commission on May 27, 1997 and to Exhibit
3(ii) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1998
filed with the Commission on March 29, 1999.)
4.3 Union National Financial Corporation 1999 Independent 14
Directors Stock Option Plan.
5 Opinion of Shumaker Williams, P.C. 22
23.1 Consent of Trout, Ebersole & Groff, LLP,
Independent Auditors. 24
23.2 Consent of Shumaker Williams, P.C.
(Contained at Exhibit 5 of this Registration Statement.)
24 Power of Attorney of Directors and Officers
(Included on Signature Pages.)
* Incorporated by reference.
EXHIBIT 4.3
UNION NATIONAL FINANCIAL CORPORATION
1999 INDEPENDENT DIRECTORS STOCK OPTION PLAN
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
1999 INDEPENDENT DIRECTORS STOCK OPTION PLAN
1. Purpose. The 1999 Independent Directors Stock Option Plan (the "Plan")
is established to advance the development, growth and financial condition of
Union National Financial Corporation (the "Corporation") and its subsidiaries,
by providing an incentive, through participation in the appreciation of the
capital stock of the Corporation, and thereby securing, retaining and motivating
members of the Corporation's Board of Directors who are not officers or
employees of the Corporation or any subsidiary thereof (the "non-employee
directors").
2. Term. The Plan shall become effective as of the date it is adopted by
the Corporation's Board of Directors (the "Board"), and shall be presented for
approval at the next meeting of the Corporation's shareholders. Any and all
options awarded under the Plan before it is approved by the Corporation's
shareholders shall be conditioned upon, and may not be exercised before, receipt
of shareholder approval, and shall lapse upon failure to receive such approval.
Unless previously terminated by the Board, the Plan shall terminate on, and no
options shall be granted after the sixth anniversary of the effective date of
the Plan.
3. Stock. The shares of the Corporation's common stock (the "Common Stock")
issuable under the Plan shall not exceed 60,000 shares. The amount of Common
Stock issuable under the Plan may be adjusted pursuant to Section 10 hereof. The
Common Stock issuable hereunder may be either authorized and unissued shares of
Common Stock, or authorized shares of Common Stock issued by the Corporation and
subsequently reacquired by it as treasury stock, or shares purchased in open
market transactions. Under no circumstances shall fractional shares be issued
under the Plan. The Corporation's failure to obtain any governmental authority
deemed necessary by the Corporation's legal counsel for the proper grant of the
stock options under this Plan and/or the issuance of Common Stock under the Plan
shall relieve the Corporation of any duty or liability for the failure to grant
stock options under the Plan and/or issue Common Stock under the Plan as to
which such authority has not been obtained.
4. Stock Options. Stock options shall be granted under the Plan to each
non-employee director of the Corporation, annually, at the organization meeting
of the Board held immediately following the Corporation's annual meeting of
shareholders, with the first award of options to be made hereunder at such
organization meeting held in calendar year 1999. Each non-employee director who
is a member of the Board on the grant date shall be awarded stock options to
purchase 1,000 shares of Common Stock (the "Stock Options") under the following
terms and conditions:
(a) The time period during which any Stock Option is exercisable shall
be ten (10) years after the date of grant.
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(b) If a director, who has received an award pursuant to the Plan,
ceases to be a member of the Board for any reason, then the director may
exercise the Stock Option not more than twelve (12) months after such
cessation. If a director, who has received an award pursuant to the Plan
dies, the director's qualified personal representative, or any person who
acquires a Stock Option pursuant to the director's Will or the laws of
descent and distribution, may exercise such Stock Option during its
remaining term for a period of not more than twelve (12) months after the
director's death to the extent that the Stock Option would then be and
remains exercisable.
(c) The purchase price of a share of Common Stock subject to a Stock
Option shall be the fair market value of the Common Stock on the date of
grant, as determined under Section 6 hereof.
(d) The Stock Option shall be made by a written agreement in
accordance with the terms of this Plan, and pursuant to additional terms as
may be determined by the Committee (as such term is defined in Section 12
hereof) (the "Stock Option Agreement").
5. Exercise. Except as otherwise provided in the Plan, a Stock Option may
be exercised in whole or in part by giving written notice thereof to the
Secretary of the Corporation, or his designee, identifying the Stock Option
being exercised, the number of shares of Common Stock with respect thereto, and
other information pertinent to the exercise of the Stock Option. The purchase
price of the shares of Common Stock with respect to which a Stock Option is
exercised shall be paid with the written notice of exercise, either in cash or
in Common Stock, including Common Stock issuable hereunder, at its then current
fair market value, or any combination of cash or Common Stock. Funds received by
the Corporation from the exercise of any Stock Option shall be used for its
general corporate purposes. The number of shares of Common Stock subject to a
Stock Option shall be reduced by the number of shares of Common Stock with
respect to which the director has exercised rights under the related Stock
Option Agreement.
If the Corporation or its shareholders execute an agreement to dispose of
all or substantially all of the Corporation's assets or capital stock by means
of sale, merger, consolidation, reorganization, liquidation or otherwise, as a
result of which the Corporation's shareholders as of immediately before such
transaction will not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the surviving entity (be
it the Corporation or otherwise) immediately after the consummation of such
transaction, thereupon any and all outstanding Stock Options shall immediately
become exercisable until the consummation of such transaction, or if not
consummated, until the agreement therefor expires or is terminated, in which
case thereafter all Stock Options shall be treated as if the agreement never had
been executed. If during any period of two (2) consecutive years, the
individuals, who at the beginning of such period, constituted the Board, cease
for any reason to constitute at least a majority of the Board (unless the
election of each director of the Board, who was not a director of the Board at
the beginning of such period, was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such
period) thereupon any
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and all outstanding Stock Options shall immediately become exercisable. If there
is an actual, attempted or threatened change in the ownership of at least
twenty-five percent (25%) of any class of voting stock of the Corporation
through the acquisition of, or an offer to acquire, such percentage of the
Corporation's voting stock by any person or entity, or persons or entities
acting in concert or as a group, and such acquisition or offer has not been duly
approved by the Board, thereupon any and all outstanding Stock Options shall
immediately become exercisable.
6. Value. Where used in the Plan, the "fair market value" of Stock, or any
options or rights with respect thereto, shall mean and be determined by (a) the
average of the highest and lowest reported sales prices thereof on the principal
established domestic securities exchange on which listed, and if not listed,
then (b) the average of the dealer "bid" and "ask" prices thereof on the
over-the-counter market, as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), in either case as of the
specified or otherwise required or relevant time, or if not traded as of such
specified, required or relevant time, then based upon such reported sales or
"bid" and "ask" prices before and/or after such time in accordance with
pertinent provisions of and principles under the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.
7. Continued Relationship. Nothing in the Plan or in any Stock Option shall
confer upon any director any right to continue his relationship with the
Corporation as a director, or limit or affect any rights, powers or privileges
that the Corporation or its shareholders may have with respect to the director's
relationship with the Corporation.
8. General Restrictions. The Board may require, in its discretion, (a) the
listing, registration or qualification of the Common Stock issuable pursuant to
the Plan on any securities exchange or under any federal or state securities or
other laws, (b) the approval of any governmental authority, or (c) an execution
of an agreement by any director with respect to disposition of any Common Stock
(including, without limitation, that at the time of the director's exercise of
the Stock Option, any Common Stock thereby acquired is being and will be
acquired solely for investment purposes and without any intention to sell or
distribute the Common Stock). If the Board so requires, then Stock Options shall
not be exercised, in whole or in part, unless such listing, registration,
qualification, approval or agreement has been appropriately effected or obtained
to the satisfaction of the Board and legal counsel for the Corporation.
Notwithstanding anything to the contrary herein, a director shall not sell,
transfer or otherwise dispose of any shares of Common Stock acquired pursuant to
a Stock Option unless at least six (6) months have elapsed from the date the
Stock Option was granted and, in any event, the transfer or disposition is made
in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and as the same may be amended from time to time.
9. Rights. Except as otherwise provided in the Plan, a director shall have
no rights as a holder of the Common Stock subject to a Stock Option unless and
until one or more certificates for the shares of Common Stock are issued and
delivered to the director. No Stock Option, or the grant thereof, shall limit or
affect the right or power of the Corporation or its affiliates to adjust,
reclassify, recapitalize, reorganize or otherwise change its or their capital or
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<PAGE>
business structure, or to merge, consolidate, dissolve, liquidate or sell any or
all of its or their business, property or assets.
10. Adjustments. In the event that the shares of Common Stock of the
Corporation, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of Common Stock or other securities of the
Corporation or of other securities of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, stock
split or similar transaction, then, there shall be substituted for or added to
each share of Common Stock of the Corporation that was theretofore appropriated,
or that thereafter may become subject to a Stock Option under the Plan, the
number and kind of shares of Common Stock or other securities into which each
outstanding share of the Common Stock of the Corporation shall be so changed or
for which each such share shall be exchanged or to which each share shall be
entitled, as the case may be. Each outstanding Stock Option shall be
appropriately amended as to price and other terms, as may be necessary to
reflect the foregoing events.
If there shall be any other change in the number or kind of the outstanding
shares of Common Stock of the Corporation, or of any Common Stock or other
securities into which such Common Stock shall have been changed, or for which it
shall have been exchanged, and if a majority of the members of the Board shall,
in their sole discretion, determine that the change equitably requires an
adjustment in any Stock Option that was theretofore granted or that may
thereafter be granted under the Plan, then such adjustment shall be made in
accordance with the determination.
The grant of a Stock Option pursuant to the Plan shall not affect, in any
way, the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
Fractional shares resulting from any adjustment in a Stock Option pursuant
to this Section 10 may be settled as a majority of the members of the Board or
of the Committee, as the case may be, shall determine.
To the extent that the foregoing adjustments relate to Common Stock or
securities of the Corporation, such adjustments shall be made by a majority of
the members of the Board or of the Committee, as the case may be, whose
determination in that respect shall be final, binding and conclusive. Notice of
any adjustment shall be given by the Corporation to each holder of a Stock
Option that is so adjusted.
11. Forfeiture. Notwithstanding anything to the contrary in this Plan, if
an option holder is engaged in fraud, embezzlement, theft, commission of a
felony, or dishonesty in the course of his relationship with the Corporation or
its affiliates, or has disclosed trade secrets of the Corporation or its
affiliates, the option holder shall forfeit all rights under and to all
unexercised Stock Options, and all exercised Stock Options for which the
Corporation has not yet delivered certificates for shares of Common Stock, and
all rights to receive Stock Options shall be automatically canceled.
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<PAGE>
12. Administration. The ability to control and manage the operation and
administration of the Plan shall be vested in the Board or in a committee of two
or more members of the Board, selected by the Board (the "Committee"). The
Committee shall have the authority and discretion to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements made pursuant to the Plan,
and to make any and all determinations that may be necessary or advisable for
the administration of the Plan. Any interpretation of the Plan by the Committee
and any decision made by it under the Plan is final and binding.
13. Miscellaneous. Any reference contained in this Plan to a particular
section or provision of law, rule or regulation shall include any subsequently
enacted or promulgated section or provision of law, rule or regulation, as the
case may be. With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended, transactions under this Plan are intended to
comply with all applicable conditions of the Rule and the regulations
promulgated thereunder or any successor rule that may be promulgated by the
Securities and Exchange Commission. To the extent any provision of this Plan
fails to so comply, it shall be deemed null and void, to the extent permitted by
applicable law, subject to the provisions of Section 15, below. Where used in
this Plan, the plural shall include the singular, and, unless the context
otherwise clearly requires, the singular shall include the plural and the
masculine shall include the feminine. The captions of the numbered Sections
contained in this Plan are for convenience only, and shall not limit or affect
the meaning, interpretation or construction of any of the provisions of the
Plan.
14. Transferability. Except as otherwise provided by the Board, Stock
Options granted under the Plan are not transferable except as designated by the
participant by will and the laws of descent and distribution.
15. Amendment. The Plan may be amended, suspended or terminated, without
notice, by a majority vote of the Board of the Corporation.
16. Taxes. The issuance of shares of Common Stock under the Plan shall be
subject to any and all applicable laws and regulations, including tax reporting
and withholding laws and regulations, of the United States of America, and of
state and local taxing authorities.
- - - - - - -
END
- - - - - - -
5
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UNION NATIONAL FINANCIAL CORPORATION
1999 INDEPENDENT DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
A STOCK OPTION ( the " Stock Option") for________ (______) shares of common
stock, (the "Common Stock"), of Union National Financial Corporation, a
Pennsylvania business corporation (the "Corporation") is hereby granted to
(_______________________________________________ the "Director"), subject in all
respects to the terms and provisions of the Union National Financial Corporation
1999 Independent Directors Stock Option Plan (the "Plan"). The option price as
determined under Section 6 of the Plan is $__________ per share.
This Stock Option shall vest and become exercisable six (6) months from the
date of this Agreement. This Option may not be exercised more than ten (10)
years from the date of grant, and may be exercised during such term only in
accordance with the terms of the Plan and this Agreement.
[Add Paragraph re: Transferable Options, attached, if desired.]
ATTEST: UNION NATIONAL FINANCIAL CORPORATION
_______________________________ By________________________________________
Secretary
Dated:_______________________
The Director acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof. The Director
hereby accepts this Stock Option subject to all the terms and provisions of the
Plan.
Dated:________________________
_____________________________________
Director
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[ Optional Paragraph Re: Transferable Options]
( With the Approval of the Committee, on an individual basis)
With the prior approval of the Committee or the Board of Directors, as the
case may be, this Stock Option may be transferred, for no consideration, to or
for the benefit of the Director's Immediate Family (including, without
limitation, to a trust for the benefit of the Director's Immediate Family or to
a partnership or a limited liability company for one or more members of the
Director's Immediate Family), subject to such limits as the Committee may
establish, and the transferee shall remain subject to all the terms and
conditions applicable to the Stock Option prior to such transfer. The foregoing
right to transfer the Stock Option shall apply to the right to consent to
amendments to this Agreement and, in the discretion of the Committee, shall also
apply to the right to transfer ancillary rights associated with the Stock
Option. The term "Immediate Family" shall mean the Director's spouse, parents,
children, stepchildren, adoptive relationships, sisters, brothers and
grandchildren ( and, for this purpose, shall also include the Director).
7
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 SIMPSON FERRY ROAD
CAMP HILL, PA 17011
(717) 763-1121
June 15, 1999
Mark D. Gainer
President and Chief Executive Officer
UNION NATIONAL FINANCIAL CORPORATION
101 East Main Street
Mount Joy, Pennsylvania 17552
RE: Union National Financial Corporation (the "Corporation")
Registration Statement on Form S-8 Our File No.: 624-99
Dear Mr. Gainer:
We have acted as Special Corporate Counsel to the Corporation in connection
with preparation of the Corporation's Registration Statement on Form S-8
relating to the Corporation's 1999 Independent Directors Stock Option Plan (the
plan).
In connection with this matter, we, as counsel to the Corporation, have
reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as amended;
2. the Corporation's Articles of Incorporation, as amended;
3. the Corporation's By-Laws, as amended;
4. Resolutions adopted by the Corporation's Board of Directors; and
5. the Plan.
Based upon such review, it is our opinion that the Corporation's common
stock, $0.25 par value, (the common stock) issuable under the plan, when and as
issued in accordance with the provisions of the plan, will be duly and validly
issued, fully paid and nonassessable. In giving the foregoing opinion, we have
assumed that the Corporation will have, at the time of the issuance of common
stock under the plan, a sufficient number of authorized shares available for
issue.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8, filed by the Corporation, relating to the
plan.
Very truly yours,
SHUMAKER WILLIAMS, P.C.
/s/ Nicholas Bybel, Jr.
------------------------------
By Nicholas Bybel, Jr.
NB\py:95765
EXHIBIT 23.1
CONSENT OF TROUT, EBERSOLE & GROFF, LLP
<PAGE>
CONSENT OF TROUT, EBERSOLE & GROFF, LLP
INDEPENDENT AUDITORS
We consent to the incorporation, by reference in this Registration
Statement on Form S-8 relating to the Union National Financial Corporation 1999
Independent Directors Stock Option Plan, of our report dated January 15, 1999
(except for Note 17, as to which the date is February 11, 1999),which appears in
the Annual Report on Form 10-K for the year ended December 31, 1998, and relates
to the consolidated financial statements of Union National Financial Corporation
and subsidiary, which is incorporated by reference in this Registration
Statement.
/s/ Trout, Ebersole & Groff, LLP
--------------------------------------
TROUT, EBERSOLE & GROFF, LLP
Certified Public Accountants
June 10, 1999
Lancaster, Pennsylvania
