As filed with the Securities and Exchange Commission on November 26, 1996.
Registration No. 333-16261
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
AMENDMENT NO.1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JEFFBANKS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 6060 23-2189480
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1609 Walnut Street, Philadelphia, PA 19103 (215) 564-5040
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
Betsy Z. Cohen, Esquire
Chairman and Chief Executive Officer
JeffBanks, Inc.
1609 Walnut Street
Philadelphia, PA 19103
(215) 564-5040
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
With copies to:
J. Baur Whittlesey, Esquire Lawrence Wiseman, Esquire
Ledgewood Law Firm, P.C. Blank, Rome, Comisky & McCauley
1521 Locust Street, Suite 800 Four Penn Center Plaza
Philadelphia, PA 19102 Philadelphia, PA 19103
(215) 735-0663 (215) 569-5549
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being registered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.[]
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pursuant to the Pennsylvania Business Corporation Law, the
Bylaws of each of JBI and UVB provide that a director is not personally liable,
as such, for monetary damages for any act taken, or any failure to take action,
unless (a) the director has breached or failed to perform the duties of his
office and (b) the breach or failure constitutes self-dealing, willful
misconduct or recklessness. The Bylaw provision of each of JBI and UVB does not
eliminate the personal monetary liability of a director where such director is
responsible or liable pursuant to any criminal statute or for the payment of
taxes.
Pursuant to their respective Bylaws, each of JBI and UVB is
required to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he or she is or was a director or officer.
Item 21. Exhibits and Financial Statement Schedules.
a. Exhibits
5. Opinion of Ledgewood Law Firm, P.C., as to the
legality of the securities being registered
(including consent).
8. Opinion of Blank, Rome, Comisky & McCauley as to
federal tax matters (including consent)
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23. (d) Consent of Ledgewood Law Firm, P.C. (included in
Exhibit 5).
(e) Consent of Blank, Rome, Comisky & McCauley (included
in Exhibit 8).
99. (a)(i)Form of Proxy for JBI.
(ii)Form of Proxy for UVB.
b. Financial Statement Schedules.
Inapplicable.
Item 23. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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 volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
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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.
(b) 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.
(c) 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.
2. 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.
3. The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through the use
of a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
4. The registrant undertakes that every prospectus (a) that is filed
pursuant to paragraph (2) immediately preceding, or (b) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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 the time shall be deemed
to be the initial bona fide offering thereof.
5. The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in
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documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
6. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
7. 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 its Articles of Incorporation, Bylaws, 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 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 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, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on November 26, 1996.
JEFFBANKS, INC.
By:/s/Betsy Z. Cohen
-------------------------------------
Betsy Z. Cohen, Chairman of the Board
and Chief Executive Officer
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<PAGE>
SIGNATURES
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.
BETSY Z. COHEN, Chairman of
the Board, Chief Executive
Officer and Director
(Chief Executive Officer)
EDWARD E. COHEN, Chairman
of the Executive Committee
and Director
PAUL FRENKIEL, Senior Vice
President - Finance, Chief
Financial Officer and
Treasurer (Chief Financial
and Accounting Officer)
WILLIAM H. LAMB
Secretary and Director
JAMES R. SIBEL, Chief Credit
Officer and Director
HARMON S. SPOLAN, President
and Director
HERSH KOZLOV, Director
P. SHERRILL NEFF, Director
WILLIAM D. WHITE, Director
By:/s/Betsy Z. Cohen
----------------------------------
Betsy Z. Cohen, AS Attorney-in-fact for each such person pursuant to power
of attorney heretofor filed as part of this Initial Registration Statement
Dated: November 26, 1996
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November 26, 1996
JeffBanks, Inc.
1609 Walnut Street
Philadelphia, PA 19103
Gentlemen/Ladies:
We have acted as counsel to JeffBanks, Inc. ("JBI") in connection with
the preparation and filing by JBI of a registration statement (the "Registration
Statement") on Form S-4 under the Securities Act of 1933, as amended (the
"Act"), with respect to the merger of United Valley Bancorp, Inc. ("UVB") with
and into JeffBanks Acquisitioncorp, Inc. ("JBI Merger Sub"), a wholly-owned
subsidiary of JIB, pursuant to which shares of the common stock of UVB will be
exchanged for 755,720 shares of the common stock of JBI, par value $1.00 per
share (the "Common Stock") and certain warrants for the purchase of UVB common
stock will be exchanged for warrants (the "JBI Warrants") to purchase JBI Common
Stock. In connection therewith, you have requested our opinion as to certain
matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with
the actions taken by JBI in connection with the registration of the Common Stock
and JBI Warrants. We have examined the originals or certified copies of such
records, agreements, certificates of public officials and others, and such other
documents, including the Registration Statement and the amendment thereto, as we
have deemed relevant and necessary as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures on original documents and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all copies submitted
to us as conformed or photostatic copies, and the authenticity of the originals
of such latter documents. We are attorneys admitted to practice before the
courts of the United States and the courts of the Commonwealth of Pennsylvania
and, accordingly, we express no opinion with respect to matters governed by the
laws of any jurisdiction other than the federal laws of the United States or the
internal laws of the Commonwealth of Pennsylvania.
<PAGE>
JeffBanks, Inc.
November ___, 1996
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. JBI is a corporation which has been duly formed, is validly
existing and is in good standing under the laws of the Commonwealth of
Pennsylvania. JBI has full power and authority to issue the Common Stock and JBI
Warrants.
2. When issued as set forth in the Registration
Statement, the Common Stock and JBI Warrants will be validly
issued, fully paid and non-assessable.
We consent to the references to this opinion and to Ledgewood Law Firm,
P.C. in the Joint Proxy Statement/Prospectus included as part of the
Registration Statement, and to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
LEDGEWOOD LAW FIRM, P.C.
November 26, 1996
United Valley Bancorp, Inc.
1601 Market Street
Third Floor
Philadelphia, PA 19103
Re: JeffBanks, Inc.
Registration Statement on Form S-4
(Registration No. 333-16261)
Gentlemen:
We have acted as counsel to United Valley Bancorp, Inc., a Pennsylvania
Corporation, in connection with the Registration Statement of JeffBanks, Inc.
("JBI") on Form S-4 (Registration No. 333-16261) (the "Registration Statement"),
of which a prospectus (the "Prospectus") is a part, filed by JBI with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended. This opinion is furnished pursuant to the requirements of Item
601(b)(8) of Regulation S-K.
In connection with the opinion rendered below, we have examined the
Registration Statement and certain other documents that we deemed necessary to
examine in order to issue the opinions set forth below. In rendering our
opinion, we have assumed that each of the documents referenced above to have
been duly authorized, executed, and delivered, is authentic, if an original, or
accurate, if a copy, and has not been amended after execution thereof subsequent
to our review.
We express no opinions except as set forth below and our opinion is
based solely upon the facts as set forth in the Registration Statement.
Accordingly, we express no opinion as to tax matters that may arise if, for
example, the facts are not as set forth in the Prospectus.
<PAGE>
JeffBanks, Inc.
November 25, 1996
Page 2
Our opinion is also based on the current provisions of the Internal
Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated
thereunder, and rulings, procedures, and other pronouncements published by the
United States Internal Revenue Service. Such laws, regulations, rulings, case
law and pronouncements are subject to change at any time, and such change may
adversely affect the continuing validity of the opinion set forth below.
Based on the foregoing, we hereby adopt and incorporate by reference
the opinion set forth in the Prospectus under the caption "Federal Income Tax
Aspects."
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the captions "Federal Income Tax Aspects" and "Legal Opinions."
The foregoing opinion is limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state,
locality, or foreign country. We undertake no obligation to update the opinions
expressed herein after the date of this letter.
Very truly yours,
BLANK ROME COMISKY & McCAULEY
EXHIBIT 99(a)(i)
JEFFBANKS, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF JEFFBANKS, INC.
The undersigned hereby appoints Betsy Z. Cohen and Harmon S. Spolan, or
either of them, as and for his proxies, each with the power to appoint such
proxy's substitute, and hereby authorizes them, or either of them, to vote all
of the shares of Common Stock of JeffBanks, Inc. held of record by the
undersigned on December 2, 1996 at the Special Meeting of Shareholders of
JeffBanks, Inc. to be held Tuesday, January 7, 1997 and at any and all
adjournments thereof as set forth on the reverse side hereof:
<PAGE>
1. Proposal to approve the Agreement and Plan of Merger (the "Agreement")
among JeffBanks, Inc., JeffBanks Acquisitioncorp, Inc., United Valley
Bancorp, Inc. and United Valley Bank.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Approval of Approval of With respect
the Agreement the Agreement to approval
of the
Agreement
2. In their discretion, the proxies, and each of them, are authorized to
vote upon such other matters as may properly come before the Special
Meeting.
This proxy, when properly executed, will be voted in the manner described herein
by the undersigned. If no direction is made, this proxy will be voted FOR
approval of the Agreement. Please sign exactly as your name appears on this
Proxy Card. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature(s): Dated:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
EXHIBIT 99(a)(ii)
UNITED VALLEY BANCORP, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF UNITED VALLEY BANCORP, INC.
The undersigned hereby appoints John G. Hoopes and Thomas J. Lynch, or
either of them, as and for his proxies, each with the power to appoint such
proxy's substitute, and hereby authorizes them, or either of them, to vote all
of the shares of Class A Common Stock of United Valley Bancorp, Inc. held of
record by the undersigned on November _____, 1996 at the Special Meeting of
Shareholders of United Valley Bancorp, Inc. to be held Tuesday, January 7, 1997
and at any and all adjournments thereof as set forth on the reverse side hereof:
<PAGE>
1. Proposal to approve the Agreement and Plan of Merger (the "Agreement")
among United Valley Bancorp, Inc., United Valley Bank, JeffBanks, Inc.,
and JeffBanks Acquisitioncorp, Inc. (a wholly-owned subsidiary of
JeffBanks, Inc.)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Approval of Approval of With respect
the Agreement the Agreement to approval
of the
Agreement
2. In their discretion, the proxies, and each of them, are authorized to
vote upon such other matters as may properly come before the Special
Meeting.
This proxy, when properly executed, will be voted in the manner described herein
by the undersigned. If no direction is made, this proxy will be voted FOR
approval of the Agreement. Please sign exactly as your name appears on this
Proxy Card. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in name by
authorized person.
Signature(s): Dated:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
