As filed with the Securities and Exchange Commission on
September 25, 1997.
Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BCB FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2444807
(State of Incorporation) (I.R.S. Employer Identification No.)
400 Washington Street
Reading, Pennsylvania 19603
(610) 376-5933
(Address and telephone number of principal executive offices)
BCB Financial Services Corporation 1996 Stock Option Plan
(Full Title of the Plan)
With a copy to:
Nelson R. Oswald William J. Reynolds, Esquire
Chairman, President and Chief Stevens & Lee
Executive Officer 111 North Sixth Street
400 Washington Street P.O. Box 679
Reading, Pennsylvania 19603 Reading, Pennsylvania 19603
(610) 376-5933 (610) 478-2000
(Name, address and telephone
number of agent for service)
=================================================================
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 114,000(2) $19.75 $2,251,500 $682.27
par value
$2.50 per share
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Price per share
represents the average of the bid and asked price for a
share of Registrant's Common Stock on September 19, 1997.
(2) The number of shares of the Registrant's Common Stock
authorized for issuance under the 1996 Stock Option Plan was
increased from 95,000 to 114,000 pursuant to the anti-
dilution provisions set forth in the 1996 Stock Option Plan
due to a 6-for-5 stock split paid on November 19, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1996.
(b) Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31 and June 30, 1997.
(c) The description of the Registrant's common stock, par
value $2.50 per share (the "Common Stock"), set forth
in the Registrant's Registration Statement on Form 8-A
filed with the Commission on May 10, 1994.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document
incorporated or deemed 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 subsequently filed document that also is or is
deemed 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability 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 and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.
Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of BCB Financial
Services Corporation, as amended, incorporated
herein by reference to Exhibit 3.1 of the
Registration Statement No. 333-27873 on Form SB-2
of the Registrant.
4.2 Bylaws of BCB Financial Services Corporation
incorporated herein by reference to Exhibit 3.2 of
the Registration Statement No. 33-76748 on
Form SB-2 of the Registrant.
4.3 BCB Financial Services Corporation 1996 Stock
Option Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Beard & Company, Inc., independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.)
24. Power of Attorney of certain directors and
officers (included on signature page).
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 to include any additional or changed
material information with respect to the plan of distribution.
(2) That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Exeter, Commonwealth of
Pennsylvania, on September 23, 1997.
BCB FINANCIAL SERVICES CORPORATION
By/s/ Nelson R. Oswald
Nelson R. Oswald, Chairman,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Robert D. McHugh, Jr. and Jeffrey P. Waldron, Esquire,
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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/Nelson R. Oswald Director and September 23, 1997
Nelson R. Oswald Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/Robert D. McHugh, Jr. Senior Vice September 23, 1997
Robert D. McHugh, Jr. President/Treasurer
(Principal Financial
Officer)
/s/Donna L. Rickert Vice President and September 23, 1997
Donna L. Rickert Controller (Principal
Accounting Officer)
/s/Harold C. Bossard Director and September 23, 1997
Harold C. Bossard Secretary
/s/Edward J. Edwards Director September 23, 1997
Edward J. Edwards
/s/Lewis R. Frame, Jr. Director September 23, 1997
Lewis R. Frame, Jr.
____________________ Director September 23, 1997
Ivan H. Gordon
/s/Jeffrey W. Hayes Director September 23, 1997
Jeffrey W. Hayes
/s/Alfred B. Mast Director September 23, 1997
Alfred B. Mast
/s/Wesley R. Pace Director September 23, 1997
Wesley R. Pace
/s/Floyd S. Weber Director September 23, 1997
Floyd S. Weber
/s/Randall S. Weeber Director September 23, 1997
Randall S. Weeber
<PAGE>
EXHIBIT INDEX
4.1 Articles of Incorporation of BCB Financial
Services Corporation, as amended, incorporated
herein by reference to Exhibit 3.1 of the
Registration Statement No. 333-27873 on Form SB-2
of the Registrant.
4.2 Bylaws of BCB Financial Services Corporation
incorporated herein by reference to Exhibit 3.2 of
the Registration Statement No. 33-76748 on
Form SB-2 of the Registrant.
4.3 BCB Financial Services Corporation 1996 Stock
Option Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Beard & Company, Inc., independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.)
24. Power of Attorney of certain directors and
officers (included on signature page).
10/96
BCB FINANCIAL SERVICES CORPORATION
1996 STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
Article
1. PURPOSE OF THE PLAN...................................... 1
2. DEFINITIONS.............................................. 1
3. ADMINISTRATION OF THE PLAN............................... 2
4. COMMON STOCK SUBJECT TO THE PLAN......................... 4
5. STOCK OPTIONS............................................ 4
6. ELIGIBILITY.............................................. 6
7. TERM AND EXERCISE OF OPTIONS............................. 6
8. TERMINATION OF EMPLOYMENT................................ 8
9. ADJUSTMENT PROVISIONS.................................... 9
10. ONE-TIME GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS 10
11. GENERAL PROVISIONS....................................... 11
<PAGE>
Article 1. PURPOSE OF THE PLAN
1.1 Purpose - The BCB Financial Services Corporation 1996
Stock Option Plan (the "Plan") is intended to advance
the interests of BCB Financial Services Corporation
(the "Corporation") by providing officers and key
employees who have substantial responsibility for the
direction and management of the Corporation with
additional incentive for them to promote the success
of the Corporation's business, to increase their
proprietary interest in the success of the
Corporation, and to encourage them to remain in its
service. These goals will be effectuated through the
granting of certain stock options. In addition,
pursuant to the provisions of Article 10,
non-employee directors will receive a one-time grant
of stock options hereunder.
1.2 Stock Options to be Granted - Incentive Stock Options
within the meaning of Code Section 422(b) and
Nonqualified Stock Options may be granted within the
limitations of the Plan herein described.
Article 2. DEFINITIONS
2.1 "Agreement" - The written instrument evidencing the
grant of an Option. A Participant may be issued one
or more Agreements from time to time, reflecting one
or more options.
2.2 "Bank" - Berks County Bank, a wholly-owned subsidiary
of the Corporation.
2.3 "Board" - The Board of Directors of the Corporation.
2.4 "Code" - The Internal Revenue Code of 1986, as
amended.
2.5 "Committee" - The Committee which the Board appoints
to administer the Plan.
2.6 "Common Stock" - The common stock of the Corporation
($2.50 par value) as described in the Corporation's
Articles of Incorporation, or such other stock as
shall be substituted therefor.
2.7 "Corporation" - BCB Financial Services Corporation or
any Subsidiary.
2.8 "Director" - A member of the Board who is not an
Employee, who is also a director of the Bank.
2.9 "Employee" - Any key employee (including officers,
executives and supervisory personnel) of the
Corporation or the Bank.
2.10 "Exchange Act" - The Securities Exchange Act of 1934,
as amended.
2.11 "Incentive Stock Option" - A stock option intended to
satisfy the Requirements of Code Section 422(b).
2.12 "Nonqualified Stock Option" - A stock option other
than an incentive stock option.
2.13 "Optionee" - A Participant who is awarded a Stock
Option pursuant to the provisions of the Plan.
2.14 Participant" - An Employee selected by the Committee
to receive a grant of an Option under the Plan.
2.15 "Plan" - BCB Financial Services Corporation 1996
Stock Option Plan.
2.16 "Retirement" - Any date an Employee is entitled to
retire under the Corporation's retirement plans and
shall include normal retirement at age 65, early
retirement at age 62, and retirement at age 60 after
thirty (30) years of service.
2.17 Securities Act" - The Securities Act of 1933, as
amended.
2.18 "Stock Option" or "option" - An award of a right to
purchase Common Stock pursuant to the provisions of
the Plan.
2.19 "Subsidiary" - A subsidiary corporation as defined in
Code Section 424(f) that is a subsidiary of the
Corporation.
Article 3. ADMINISTRATION OF THE PLAN
3.1 The Committee - The Plan shall be administered by a
Committee of the Board (the "Committee") composed of
those members of the Board (at least three in number)
who are not employees of the Corporation. The Board
may from time to time remove members from, or add
members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the
Board.
3.2 Powers of the Committee -
(a) The Committee shall be vested with full
authority to make such rules and regulations as
it deems necessary or desirable to administer
the Plan and to interpret the provisions of the
Plan, unless otherwise determined by the Board.
Any determination, decision or action of the
Committee in connection with the construction,
interpretation, administration or application of
the Plan shall be final, conclusive and binding
upon all optionees and any person claiming under
or through an Optionee, unless otherwise
determined by the Board.
(b) Subject to the terms, provisions and conditions
of the Plan and subject to review and approval
by a majority of the Board, the Committee shall
have exclusive jurisdiction to:
(i) determine and select the key Employees to
be granted Options (it being understood
that more than one option may be granted
to the same person);
(ii) determine the number of shares subject to
each Option;
(iii) determine the date or dates when the
Options will be granted;
(iv) determine the purchase price of the shares
subject to each option in accordance with
Article 5 of the Plan;
(v) determine the date or dates when each
option may be exercised within the term of
the Option specified pursuant to Article 7
of the Plan;
(vi) determine whether or not an Option
constitutes an Incentive Stock Option; and
(vii) prescribe the form, which shall be
consistent with the Plan, of the Agreement
evidencing any Options granted under the
Plan.
3.3 Terms - The grant of an Option under the Plan shall
be evidenced by an Agreement and may include any
terms and conditions consistent with this Plan, as
the Committee may determine.
3.4 Liability - No member of the Board or the Committee
shall be liable for any action or determination made
in good faith by the Board or the Committee with
respect to this Plan or any Options granted under
this Plan.
Article 4. COMMON STOCK SUBJECT TO THE PLAN
4.1 Common Stock Authorized - The aggregate number of
shares of Common Stock for which Options may be
granted under the Plan shall not exceed 95,000
shares. The limitation established by the preceding
sentence shall be subject to adjustment as provided
in Article 9 of the Plan.
4.2 Shares Available - The Common Stock to be issued upon
exercise of Options granted under the Plan shall be
the Corporation's Common Stock which shall be made
available at the discretion of the Board, either from
authorized but unissued Common Stock or from Common
Stock acquired by the Corporation, including shares
purchased in the open market. In the event that any
outstanding option under the Plan for any reason
expires or is terminated, the shares of Common Stock
allocable to the unexercised portion of such Option
may thereafter be regranted subject to option under
the Plan.
Article 5. STOCK OPTIONS
5.1 Exercise Price - The exercise price of Common Stock
shall be, in the case of an Incentive Stock Option,
100 percent of the fair market value of one share of
Common Stock on the date the Option is granted,
except that the purchase price per share shall be
110 percent of such fair market value in the case of
an Incentive Stock Option granted to any individual
described in Section 6.2 of the Plan. The exercise
price of Common Stock shall be, in the case of a
Nonqualified Stock Option, not less than 100 percent
of the fair market value of one share of Common Stock
on the date the Option is granted. The exercise
price shall be subject to adjustment only as provided
in Article 9 of the Plan.
5.2 Limitation on Incentive Stock Options - The aggregate
fair market value (determined as of the date an
option is granted) of the stock with respect to which
Incentive Stock options are exercisable for the first
time by any individual in any calendar year (under
the Plan and all other plans maintained by the
Corporation) shall not exceed $100,000.
5.3 Determination of Fair Market Value -
(a) During such time as Common Stock is not listed
on an established stock exchange or exchanges
but is listed in the NASDAQ National Market
System, the fair market value per share shall be
the closing sale price for the Common Stock on
the day the Option is granted. If no sale of
Common Stock has occurred on that day, the fair
market value shall be determined by reference to
such price for the next preceding day on which a
sale occurred.
(b) During such time as the Common Stock is not
listed on an established stock exchange or in
the NASDAQ National Market System, fair market
value per share shall be the mean between the
closing dealer "bid" and "asked" prices for the
Common Stock for the day of the grant, and if no
"bid" and "asked" prices are quoted for the day
of the grant, the fair market value shall be
determined by reference to such prices on the
next preceding day on which such prices were
quoted.
(c) If the Common Stock is listed on an established
stock exchange or exchanges, the fair market
value shall be deemed to be the closing price of
Common Stock on such stock exchange or exchanges
on the day the Option is granted or, if no sale
of Common Stock has been made on any stock
exchange on that day, the fair market value
shall be determined by reference to such price
for the next preceding day on which a sale
occurred.
(d) In the event that the Common Stock is not traded
on an established stock exchange or in the
NASDAQ National Market system, and no closing
dealer "bid" and "asked" prices are available on
the date of a grant, then fair market value will
be the price established by the Committee in
good faith.
5.4 Limitation on Grants - Commencing January 1, 1996,
grants of Stock Options to any Employee under this
Plan shall not exceed, in the aggregate,
200,000 Options during any period of 12 consecutive
months. Such limitations shall be subject to
adjustment in the manner described in Article IX.
5.5 Cashless Exercise - In addition, at the request of a
Participant and to the extent permitted by applicable
law, the Corporation may, in its sole discretion,
selectively approve arrangements with a brokerage
firm under which such brokerage firm, on behalf of
the Participant, shall pay to the Corporation the
exercise price of the Stock Options being exercised,
and the Corporation, pursuant to an irrevocable
notice from the Participant, shall promptly deliver
the shares being purchased to such firm.
Article 6. ELIGIBILITY
6.1 Participation - options shall be granted only to
persons who are Employees of the Corporation, as
determined by the Committee, based upon the
recommendation of the Chief Executive Officer and
ratified by a majority of the members of the Board.
Neither the members of the Committee nor any member
of the Board who is not an employee of the
Corporation shall be eligible to receive an Option
under the Plan.
6.2 Incentive Stock Option Eligibility - Notwithstanding
any other provision of the Plan, an individual who
owns more than 10 percent of the total combined
voting power of all classes of outstanding stock of
the Corporation shall not be eligible for the grant
of an Incentive Stock Option, unless the special
requirements set forth in Sections 5.1 and 7.1 of the
Plan are satisfied. For purposes of this
Section 6.2, in determining stock ownership, an
individual shall be considered as owning the stock
owned, directly or indirectly, by or for his or her
brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants.
Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be
considered as being owned proportionately by or for
its shareholders, partners or beneficiaries.
"Outstanding stock" shall include all stock actually
issued and outstanding immediately before the grant
of the Option. "Outstanding stock" shall not include
shares authorized for issue under outstanding Options
held by the Optionee or by any other person.
6.3 Board Participation - Notwithstanding the provisions
of Section 6.1, any Director shall be granted Options
under this Plan only pursuant to Article 10.
Article 7. TERM AND EXERCISE OF OPTIONS
7.1 Termination - Each Option granted under the Plan
shall terminate on the date determined by the
Committee and approved by a majority of the members
of the Board, and specified in the Agreement;
provided, however, that (i) each intended Incentive
Stock Option granted to an individual described in
Section 6.2 of the Plan shall terminate not later
than five years after the date of the grant,
(ii) each other intended Incentive Stock option shall
terminate not later than ten years after the date of
grant, and (iii) each Option granted under the Plan
which is intended to be a Nonqualified Stock Option
shall terminate not later than ten years and one
month after the date of grant. Except as otherwise
provided below, each Option granted under the Plan
shall become exercisable only after the Optionee has
completed six months of continuous employment with
the Corporation or the Bank immediately following the
date of the grant of the Option or a Change of
Control occurs. If a Change of Control occurs, Stock
Options granted hereunder shall become immediately
exercisable. The Committee at its discretion may
provide further limitations on the exercisability of
Options granted under the Plan. An Option may be
exercised only during the continuance of the
optionee's employment, except as provided in
Article 8 and shall not be assignable or transferable
by the Optionee other than by will or the laws of
descent and distribution, and during the lifetime of
an Optionee shall be exercisable only by such
Optionee.
7.2 Exercise -
(a) A person electing to exercise an option shall
give written notice to the Corporation of such
election and of the number of shares they have
elected to purchase, in such form as the
Committee shall have prescribed or approved, and
shall at the time of exercise tender the full
purchase price of the shares they have elected
to purchase. The purchase price shall be paid
in full, in cash, upon the exercise of the
Option, provided, however, that in lieu of cash,
an optionee may exercise an option by tendering
to the Corporation shares of Common Stock owned
by them and having a fair market value equal to
the cash exercise price applicable to the Option
(with the fair market value of such stock to be
determined in the manner provided in Section 5.3
hereof) or by delivering a combination of cash
and such shares. Notwithstanding the foregoing,
Common Stock acquired pursuant to the exercise
of an Incentive Stock Option may not be tendered
as payment unless the holding period
requirements of Code Section 422(a)(1) have been
satisfied, and Common Stock not acquired
pursuant to the exercise of an Incentive Stock
option may not be tendered as payment unless it
has been held, beneficially and of record, for
at least one year.
(b) A person holding more than one Option at any
relevant time may, in accordance with the
provisions of the Plan, elect to exercise such
options in any order.
7.3 Change in Control - For purposes of this Article 7, a
Change of Control will be deemed to have occurred
(a) if the Corporation or its shareholders execute an
agreement to dispose of all or substantially all of
the Corporation's assets or Common Stock by means of
sale, merger, consolidation, reorganization,
liquidation or otherwise, as a result of which the
Corporation's shareholders immediately before such
transaction will not own at least seventy-five
percent (75%) of the total combined voting power of
all classes of voting Common Stock of the surviving
entity (be it the Corporation or otherwise)
immediately after the consummation of such
transaction or (b) if there is an actual or
threatened change in the ownership of at least
twenty-five percent (25%) of all classes of voting
Common Stock of the Corporation through the
acquisition of, or an offer to acquire such
percentage of the Corporation's voting Common Stock
by any persons or other entities acting as a group,
and such acquisition or offer has not been duly
approved by the Board.
Article 8. TERMINATION OF EMPLOYMENT
8.1 Retirement - In the event of Retirement, an Option
shall lapse at the earlier of the term of the Option
or:
(a) In the case of an Incentive Stock Option, three
months from the date of Retirement; and
(b) in the case of options other than Incentive
Stock Options, up to 24 months, at the
discretion of the Committee, from the date of
Retirement.
8.2 Voluntary Termination - In the event of voluntary
termination of employment at the election of the
Optionee or termination at the election of the
Corporation prior to a Change in Control, all Options
shall lapse as of the date of termination. In the
event of termination by the Corporation or any
successor within one year after a Change in Control,
all Options shall lapse at the earlier of the term of
the Option or three months from the date of
termination.
8.3 Death or Disability - In the event of termination due
to death or permanent and total disability, the
Option shall lapse at the earlier of the term of the
Option or one year after termination due to such
causes. The term "permanent and total disability"
shall, for purposes of the Plan, be defined in the
same manner as such term is defined in Code
Section 22(e)(3).
Article 9. ADJUSTMENT PROVISIONS
9.1 Share Adjustments -
(a) 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 stock or 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 stock shall be increased through the
payment of a stock split or stock dividend,
then, subject to the provisions of
Subsection (c) below, there shall be substituted
for or added to each share of stock of the
Corporation which was theretofore appropriated,
or which thereafter may become subject to an
option under the Plan, the number and kind of
shares of stock or other securities into which
each outstanding share of the stock of the
Corporation shall be so changed or for which
each such share shall be exchanged or to which
each such share shall be entitled, as the case
may be. Outstanding Options shall also be
appropriately amended as to price and other
terms, as may be necessary to reflect the
foregoing events.
(b) If there shall be any other change in the number
or kind of the outstanding shares of the stock
of the Corporation, or of any stock or other
securities in which such 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 its sole discretion,
determine that such change equitably requires an
adjustment in any option which was theretofore
granted or which may thereafter be granted under
the Plan, then such adjustment shall be made in
accordance with such determination.
(c) The grant of an 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.
9.2 Corporate Changes - A dissolution or liquidation of
the Corporation, or a merger or consolidation in
which the Corporation is not the surviving
Corporation, shall cause each outstanding Option to
terminate, except to the extent that another
corporation may and does in the transaction assume
and continue the Option or substitute its own
options.
9.3 Fractional Shares - Fractional shares resulting from
any adjustment in Options pursuant to this Article 9
may be settled as the Board or the Committee (as the
case may be) shall determine.
9.4 Binding Determination - To the extent that the
foregoing adjustments relate to stock or securities
of the Corporation, such adjustments shall be made by
the Board, 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 an Option which shall have been so
adjusted.
Article 10. ONE-TIME GRANT OF STOCK OPTIONS TO NON-EMPLOYEE
DIRECTORS
10.1 Grant - Contemporaneous with the effective date of
this Plan and in accordance with the requirements of
Section 11.1, each non-employee Director shall
automatically be granted Nonqualified Stock Options
to purchase 5,000 shares of the Corporation's Common
Stock at the price of $____________ per share.
10.2 Termination - Notwithstanding the provisions of
Article 8 hereof, if a Director's service with the
Corporation terminates by reason of Permanent and
Total Disability or Retirement as a director of the
Corporation, any vested Option held by such Director
may be exercised for a period of one year from the
date of such termination or until the expiration of
the Option, whichever is earlier. If a Director's
service with the Corporation terminates by reason of
death or under mutually satisfactory conditions, or
if a Director dies within the one year period
following the termination by reason of Permanent and
Total Disability or Retirement from active service as
a director of the Corporation or within the one year
period following termination under mutually
satisfactory conditions, any vested Option held by
such Director may be exercised for a period of one
year from the date of such termination or
post-termination death, as the case may be, or until
the expiration of the stated term of the Option,
whichever is earlier. All applicable provisions of
this Plan not inconsistent with this Article 10 shall
apply to Options granted to Directors.
Article 11. GENERAL PROVISIONS
11.1 Effective Date - The Plan shall become effective upon
its adoption by the Board, provided that any grant of
an Incentive Stock Option is subject to the approval
of the Plan by the shareholders of the Corporation
within 12 months of adoption by the Board.
11.2 Termination of the Plan - Unless previously
terminated by the Board of Directors, the Plan shall
terminate on, and no Options shall be granted after,
the tenth anniversary of its adoption by the Board.
11.3 Limitation on Termination, Amendment or Modification
(a) The Board may at any time terminate, amend,
modify or suspend the Plan, provided that
without the approval of the shareholders of the
Corporation no amendment or modification shall
be made by the Board which:
(i) increases the maximum number of shares of
Common Stock as to which Options may be
granted under the Plan; or
(ii) changes the class of eligible Employees.
(b) No amendment, modification, suspension or
termination of the Plan shall in any manner
affect any option theretofore granted under the
Plan without the consent of the Optionee or any
person validly claiming under or through the
Optionee.
11.4 No Right to Employment - Neither anything contained
in the Plan or in any instrument under the Plan nor
the grant of any Option hereunder shall confer upon
any Optionee any right to continue in the employ of
the Corporation or of any Subsidiary or limit in any
respect the right of the Corporation or of any
Subsidiary to terminate the optionee's employment at
any time and for any reason.
11.5 Withholding Taxes -
(a) Subject to the provisions of Subsection (b), the
Corporation will require that an Optionee, as a
condition of the exercise of an Option, other
than an Incentive Stock Option or any other
person or entity receiving Common Stock upon
exercise of an option, pay or reimburse any
taxes which the Corporation is required to
withhold in connection with the exercise of the
Option.
(b) An Optionee may satisfy the withholding
obligation described in Subsection (a), in whole
or in part, by electing to have the Corporation
withhold shares of Common Stock (otherwise
issuable upon the exercise of an Option) having
a fair market value equal to the amount required
to be withheld. An election by an optionee to
have shares withheld for this purpose shall be
subject to the following restrictions:
(i) it must be made prior to the date on which
the amount of tax to be withheld is
determined (the "Tax Date");
(ii) it shall be irrevocable;
(iii) it shall be subject to disapproval by the
Committee;
(iv) if the Optionee is an officer of the
Corporation within the meaning of
Section 16 of the Exchange Act (an
"Officer"), such election may not be made
within six (6) months of the grant of the
Option (except that this restriction shall
not apply in the event of the death or
disability of the Optionee prior to the
expiration of the six-month period);
(v) the Optionee is an officer, such election
must be made either at least six months
prior to the Tax Date or in the ten-day
"window period" beginning on the third day
following the release of the Corporation's
quarterly or annual summary statement of
revenues and earnings; and
(vi) where the Tax Date of an officer is
deferred up to six months after the
exercise of an Option, the full number of
option shares will be issued or
transferred upon exercise, but the officer
will be unconditionally obligated to
tender back to the Corporation the proper
number of shares of Common Stock on the
Tax Date.
11.6 Listing and Registration of Shares
(a) No Option granted pursuant to the Plan shall be
exercisable in whole or in part if at any time
the Board shall determine in its discretion that
the listing, registration or qualification of
the shares of Common Stock subject to such
Option on any securities exchange or under any
applicable law, or the consent or approval of
any governmental regulatory body, is necessary
or desirable as a condition of, or in connection
with, the granting of such Option or the issue
of shares thereunder, unless such listing,
registration, qualification, consent or approval
shall have been effected or obtained free of any
conditions not acceptable to the Board.
(b) If a registration statement under the Securities
Act with respect to the shares issuable upon
exercise of any Option granted under the Plan is
not in effect at the time of exercise, as a
condition of the issuance of the shares the
person exercising such Option shall give the
Committee a written statement, satisfactory in
form and substance to the Committee, that they
are acquiring the shares for their own account
for investment and not with a view to their
distribution. The Corporation may place upon
any stock certificate for shares issuable upon
exercise of such Option the following legend or
such other legend as the Committee may prescribe
to prevent disposition of the shares in
violation of the Securities Act or other
applicable law:
"THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 ("ACT") AND MAY
NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO
THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR THE CORPORATION THAT
REGISTRATION IS NOT REQUIRED."
(610) 478-2000
September 24, 1997
Board of Directors
BCB Financial Services Corporation
400 Washington Street
Reading, Pennsylvania 19603
Re: BCB Financial Services Corporation 1996 Stock Option Plan
Ladies and Gentlemen:
You have asked us to provide you with our opinion whether
the 114,000 shares of common stock, par value $2.50 per share
(the "Common Stock"), of BCB Financial Services Corporation (the
"Company") that may be issued from time to time pursuant to the
exercise of options issued under the BCB Financial Services
Corporation 1996 Stock Option Plan (the "Plan"), when and if such
shares are issued pursuant to and in accordance with the Plan,
will be duly and validly issued, fully paid and nonassessable.
In connection with this matter, we, as counsel to the
Company, have reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as
amended;
2. the Company's Articles of Incorporation, as amended;
3. the Company's By-Laws, as amended;
4. Resolutions adopted by the Company's Board of Directors
on October 22, 1996; and
5. the Plan.
Based upon such review, it is our opinion that the Common
Stock issuable upon the exercise of options granted 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 Company will have, at the time of the issuance of such
Common Stock, a sufficient number of authorized shares available
for issue.
We hereby consent to the filing of this opinion as an
exhibit to the registration statement that the Company is filing
this date in connection with the registration of 114,000 shares
of Common Stock issuable under the Plan. In giving this consent,
however, we do not acknowledge or admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement (Form S-8) of our report, dated
January 31, 1997, relating to the consolidated financial
statements of BCB Financial Services Corporation and its wholly-
owned subsidiary, Berks County Bank. We also consent to the
reference to our Firm under the caption "Experts" in the
Prospectus.
BEARD & COMPANY, INC.
Reading, Pennsylvania
September 19, 1997
