As filed with the Securities and Exchange Commission on September 13, 1996.
Registration No. 333-_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
Beckley Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 55-0733525
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Main Street
Beckley, West Virginia 25801
(304) 252-6201
(Address of principal executive offices)
Beckley Bancorp, Inc.
1996 Directors Stock Option Plan
-------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Title of Proposed Maximum Amount of
Securities to Amount to Maximum Offering Aggregate Registration
be Registered be Registered Price Per Unit Offering(2) Fee
- ------------- ------------- -------------- ----------- ---------
Common Stock
$.10 par value 30,000(1) $18.25(2) $547,500 $188.80
===============================================================================
(FOOTNOTES ON NEXT PAGE)
<PAGE>
- -----------------------
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Beckley Bancorp, Inc. 1996
Directors Stock Option Plan consists of 30,000 shares of Common Stock of
the Registrant which are being registered under this Registration
Statement and for which a registration fee is being paid.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. A total of 30,000 shares are being registered hereby,
of which 30,000 shares are under option at an exercise price of $18.25
per share ($547,500 in the aggregate).
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
- ----------
30,000 Shares
-------------
BECKLEY BANCORP, INC.
COMMON STOCK
(Par Value $.10 Per Share)
-------------
BECKLEY BANCORP, INC.
1996 DIRECTORS STOCK OPTION PLAN
(30,000 Shares of Common Stock)
-------------
This Prospectus relates to 30,000 shares of common stock, par value $.10
per share (the "Common Stock"), of Beckley Bancorp, Inc. (the "Company"), a
Delaware corporation which is the parent savings and loan holding company of
Beckley Federal Savings Bank (the "Savings Bank"), which may be issued from time
to time by the Company to directors of the Company and any subsidiary of the
Company pursuant to the Beckley Bancorp, Inc. 1996 Directors Stock Option Plan
(the "Option Plan"). Each offer made under the Option Plan pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
agreements entered into between the Company and each award recipient
("Recipient").
This Prospectus is for use as of the date hereof and in subsequent
years. Information which is likely to change from year to year will be included
in appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded in the
over-the-counter market. Shares of Common Stock which may be issued upon
exercise of options granted or to be granted under the Plan, will also be traded
in over-the-counter market.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is September 13, 1996
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
Beckley Bancorp, Inc.
1996 Directors Stock Option Plan
Page
General Plan Information................................... 1
Administration............................................. 1
Purpose.................................................... 2
Securities to be Offered................................... 2
Eligibility to Participate in Plan......................... 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered........................ 2
Grant of Options......................................... 2
Term of the Plan......................................... 3
Stock Option Agreements.................................. 3
Option Price............................................. 3
Option Period............................................ 3
Non-transferability...................................... 3
Conditions of Exercise................................... 4
Payment for Options...................................... 4
Cashless Exercise........................................ 4
Issuance of Common Stock................................. 4
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions.......................... 5
Amendment and Termination of the Plan...................... 5
Restrictions on Resale..................................... 6
Federal Income Tax Consequences............................ 6
Annual Report to Shareholders.............................. 7
Additional Information..................................... 7
Legal Opinion.............................................. 7
Appendix A................................................. A-1
Administration........................................... A-1
Number of Shares Subject to Plan......................... A-1
Participation in the Plan................................ A-1
Outstanding Awards....................................... A-1
<PAGE>
Beckley Bancorp, Inc.
1996 Directors Stock Option Plan
General Plan Information
- ------------------------
This Prospectus relates to 30,000 shares of the common stock ("Common
Stock"), par value $.10 per share, of Beckley Bancorp, Inc. (the "Company"),
which may be issued from time to time by the Company in accordance with the
Beckley Bancorp, Inc. 1996 Directors Stock Option Plan (the "Option Plan").
The Company was formed under the laws of the State of Delaware for the
purpose of becoming a savings and loan holding company and became the parent
corporation of Beckley Federal Savings Bank (the "Savings Bank") on July 7,
1994, at which time the Company acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the Option Plan
at its meeting on June 11, 1996 (the "Effective Date").
Pursuant to the Plan, 30,000 shares of Common Stock were reserved for
issuance by the Company upon exercise of Stock Options ("Options") awarded to
directors of the Company and the Bank. Options granted under the Plan will not
be Incentive Stock Options within the meaning of Section 422 of the Code
("Non-Incentive Stock Option"). Upon exercise of a Non-Incentive Stock Option,
the Optionee generally recognizes ordinary income to the extent that the
exercise price is less than the fair market value of the Common Stock on the
date of exercise. The Company is entitled to a federal income tax deduction
equal to the amount of ordinary income recognized by the Optionee at the time of
such income recognition. See "Federal Income Tax Consequences."
The Plan will not be qualified under Section 401(a) of the Code and it
is exempt from the provisions of the Employee Retirement Income Security Act of
1974, as amended.
The statements herein concerning the terms and provisions of the Plan
are summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Plan document
as filed as Exhibit 4.1 to the Registration Statement of which this Prospectus
is a part.
Additional updating and other information with respect to the Option
Plan and the Common Stock offered hereby may be provided in the future to
Recipients by means of one or more supplements or appendices to this Prospectus.
Additional information about the Option Plan (including a copy of the Option
Plan), plan administration, and the Company may be obtained at the Company's
principal offices, which are located at 200 Main Street, Beckley, West Virginia
25801. The Company's telephone number is (304) 252-6201.
Administration
- --------------
The Plan is administered by a Committee of the Company's Board of
Directors (the "Committee"). The Plan provides that the Committee will consist
of at least three non-employee directors of the Company. The members of the
Committee are appointed by the Board and serve at the pleasure of the Board. A
majority of the entire Committee shall constitute a quorum, and the action of a
majority
1
<PAGE>
of the members present at any meeting at which a quorum is present shall be
deemed the action of the Committee.
Subject to the express provisions of the Plan and resolutions adopted by
the Board, the Committee has authority to interpret the Plan, to prescribe,
amend, and rescind the rules and regulations relating to the Plan, and to
determine the form and content of Options to be issued under the Plan. In
addition, the Committee is authorized to make all other determinations deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise such other power and such authority as may be delegated to it by the
Board from time to time. All decisions, determinations, and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.
Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company as listed under "General Plan
Information." For a list of the current members of the Committee, see
"Administration" at Appendix A.
Purpose
- -------
The purpose of the Plan is to promote the interests of the Company by
attracting and retaining the best available personnel for positions of
substantial responsibility to serve as directors of the Company and the Bank and
to provide additional incentive to such directors of the Company to promote the
success and profitability of the Company's business.
Securities to be Offered
- ------------------------
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan is 30,000 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions." Any shares subject to an Option
award under the Plan which expire or are terminated unexercised will again be
available for issuance under the Plan.
Eligibility to Participate in Plan
- ----------------------------------
Options to purchase Common Stock under the Plan may be awarded to
directors of the Company, the Savings Bank, and any present or future parent or
subsidiary corporations.
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
- -------------------------------------------------------------------------------
Grant of Options
- ----------------
Non-Incentive Stock Options will be granted to each of five (5)
directors of the Company or the Bank who are not employees as of the Effective
Date at an exercise price equal to the fair market value of the Common Stock on
such date of grant. Such Stock Options shall be first exercisable as of the date
that is six-months after the Effective Date; except however, such Stock Options
shall be immediately exercisable upon the death or Disability of the
Participant. Such Options will remain exercisable for up to ten (10) years from
such date of grant without regard to continued service as a director. In the
event of such person's death, such Options may be exercised by the personal
representative of his estate or person or persons to whom his rights under such
Options shall have passed by will or by laws of descent and distribution.
2
<PAGE>
For a description of the number of persons currently eligible to
participate in the Plan and the number of persons actually participating in the
Plan, see "Participation in the Plan" at Appendix A.
Term of the Plan. The Plan was effective June 11, 1996, and the Plan
shall continue in effect for a term of ten years, after which no further awards
may be granted. The future expiration of the Plan, or its termination by the
Board, will not affect any Option previously granted.
Stock Option Agreements. The Options granted under the Plan are
evidenced by stock option agreements (the "Option Agreements") substantially in
the form of the Option Agreements filed as exhibits to the Registration
Statement of which this Prospectus is a part. Each Option Agreement, and any
amendment thereto, will contain such terms and conditions consistent with the
requirements of the Plan as the Committee shall determine. Such Option
Agreements shall constitute the only form of reports which participants shall
receive related to the status of Options granted or which are exercisable under
the Plan.
The Plan provides that the Board of Directors of the Company may
authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Option, provided that no such modification,
extension or renewal shall confer on the Option recipient (the "Optionee") any
rights or benefit which could not be conferred by the grant of a new Option at
such time, and shall not materially decrease the Optionee's benefits under the
Option without the Optionee's consent, except as provided under Section 14 of
the Plan, which permits modification of the Plan. (See "Amendment and
Termination of the Plan" below.)
Option Price. The exercise price for the purchase of shares subject to
an Option shall be equal to 100 percent of the fair market value of the shares
covered by the Option on the date of grant. The exercise price of Options must
be paid for in full in cash or shares of Common Stock, or a combination of both.
Notwithstanding anything herein to the contrary, the Committee shall
have the authority to cancel outstanding Options granted under the Plan with the
consent of the Optionee and to reissue new Options at a lower exercise price
equal to the then Fair Market Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding Options falls below the exercise price of such Options.
Option Period. The term of exercisability of an Option granted under the
Plan shall be for a period of ten years from the Date of Grant. In general,
Options will not be exercisable after the expiration of their term as set forth
in the Plan or the Option Agreement.
Non-transferability. No Option granted under the Plan is transferable
other than by will or the laws of descent and distribution.
Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement, certain information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by agreement, there is no limitation upon the number of Options that may
be exercised in any one year, and Options not exercised in any one year may be
exercised in subsequent years over the term of the Option.
3
<PAGE>
Payment for Options. Under the Plan, full payment for each share of
Common Stock purchased upon the exercise of any Option granted shall be made at
the time of exercise of each such Option and shall be paid in cash (in United
States dollars), Common Stock, or a combination of cash and Common Stock. Common
Stock utilized in full or partial payment of the exercise price shall be valued
at its fair market value at the date of exercise. The Company shall accept full
or partial payment in Common Stock only to the extent permitted by applicable
law. No shares of Common Stock shall be issued until full payment therefore has
been received by the Company, and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, he can give the Company written notice
of the exercise of the Option and the third party purchaser of the Optioned
Stock shall pay the Option price plus any applicable withholding taxes to the
Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options shall be either newly issued shares of the Company or treasury shares
purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price as stated in the Option Agreement. Cash
proceeds from the sale of Common Stock issued pursuant to the exercise of
Options will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Common Stock may then be
listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Recapitalization, Merger, Consolidation, Change in Control, and Similar
- --------------------------------------------------------------------------------
Transactions
- ------------
Subject to any required action by the shareholders of the Company,
within the sole discretion of the Committee, the aggregate number of shares of
Common Stock for which Options may be granted under the Plan, the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend on the Common Stock or any other increase or
decrease in the number of such shares of Common Stock effected without a receipt
of consideration by the Company (other than by shares held by dissenting
stockholders).
4
<PAGE>
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
partial or complete liquidation, or other extraordinary corporate action, the
Committee, in its sole discretion, shall have the power, prior to or subsequent
to such action or events, to (i) appropriately adjust the number of shares of
Common Stock subject to each Option, the exercise price per share of Common
Stock, and the consideration to be given or received by the Company upon the
exercise of any outstanding Options; (ii) cancel any or all previously granted
Options, providing that appropriate consideration is paid to the Optionee in
connection therewith; and/or (iii) make such other adjustments in connection
with the Plan as the Committee, in its sole discretion, deems necessary,
desirable, appropriate, or advisable.
The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable. A change in control is defined to include (i) the sale
of all, or a material portion, of the assets of the Company; (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change of control of the Company as otherwise defined by the Office of
Thrift Supervision ("OTS") or its regulations; and (iv) the acquisition,
directly or indirectly, of the beneficial ownership (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 and rules and regulations
promulgated thereunder) of 25% or more of the outstanding voting securities of
the Company by any person, trust, entity or group. This limitation shall not
apply to a transaction in which the purchase of shares by underwriters in
connection with a public offering of Common Stock, or the purchase of shares of
up to 25% of any class of securities of the Company by a tax-qualified employee
stock benefit plan. The determination of the Committee as to whether a change in
control has occurred shall be conclusive and binding.
Amendment and Termination of the Plan
- -------------------------------------
The Board of Directors may alter, suspend, or discontinue the Plan,
except that no action of the Board may increase the maximum number of shares
permitted to be optioned under the Plan. The Plan shall continue in effect for a
term of ten years from the Effective Date, after which no future awards may be
granted.
Restrictions on Resale
- ----------------------
Unless specifically included as a term and condition of any Option,
there are no restrictions on the resale of Common Stock acquired upon the
exercise of Options. Such shares of Common Stock, however, may be resold only in
compliance with the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell
shares of Common Stock purchased pursuant to the Plan only (i) in accordance
with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an
applicable current and effective registration statement under the 1933 Act.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
5
<PAGE>
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
In addition, the receipt of an Option to purchase Common Stock by a
director of the Company is a reportable transaction under Section 16 of the 1934
Act, and Forms 3, 4, or 5 are required to be filed with the Securities and
Exchange Commission in connection with such transaction. The sale by a director
of Common Stock issued upon an exercise of an Option within six months after the
receipt of such Option may create liability of such persons to the Company under
the "short-swing profit" provisions of Section 16(b) of the 1934 Act. For this
reason, the Plan contains a provision that a total of six month must elapse
between the date of the grant of an Option and the date of the sale of Common
Stock received through the exercise of an Option.
Federal Income Tax Consequences
- -------------------------------
Under present federal tax laws, awards under the Plan will have the
following consequences:
1. The grant of an Option will not by itself result in the recognitiion
of taxable income to the Optionee nor entitle the Company to a
deduction at the time of such grant.
2. The exercise of a Non-Incentive Stock Option will result in
the recognition of ordinary income by the Optionee on the date of
exercise in an amount equal to the difference between the exercise
price and the fair market value on the date of exercise of the
shares acquired pursuant to the Option.
3. The Company will be allowed a tax deduction for Federal tax
purposes equal to the amount of ordinary income recognized by an
Optionee at the time the Optionee recognizes such ordinary income
under an Non-Incentive Stock Option .
The foregoing provides a general summary of the federal income tax
consequences applicable to Options under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information regarding applicable federal
and state tax consequences.
Annual Report to Shareholders
- -----------------------------
The Company's financial statements for the period ended December 31,
1995, as contained in the Company's Form 10-KSB are incorporated by reference in
the Registration Statement to which this Prospectus is a part. In the future,
the Company's latest Annual Report to Stockholders, including financial
statements, will be mailed to all stockholders of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to Stockholders may obtain a copy by writing the Company at the address
set forth below under "Additional Information."
Additional Information
- ----------------------
Additional updating information with respect to the Common Stock and the
Option Plan covered herein may be provided in the future to Participants under
the Plan by means of appendices to this Prospectus. The nature and frequency of
any reports to be made to Participants as to their participation in the Plan
will be determined by the Committee.
6
<PAGE>
The Company upon written or oral request, will provide without charge to
any person to whom this Prospectus is delivered: a copy of the Option Plan, a
copy of its latest Annual Report to Stockholders (when available) and a copy of
any and all of the documents that have been incorporated by reference in Item 3
of Part II of the Registration Statement of which this Prospectus is a part, and
that such documents are deemed incorporated by reference in this 1933 Act
Section 10(a) Prospectus. Further, other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary, 200 Main Street, Beckley, West Virginia
25801. The Registrant's telephone number is (304) 252-6201.
Legal Opinion
- -------------
The validity of the Common Stock offered hereby has been passed on for
the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.
7
<PAGE>
APPENDIX A
ADDITIONAL INFORMATION CONCERNING
THE
BECKLEY BANCORP, INC.
1996 DIRECTORS STOCK OPTION PLAN
(As of September 13, 1996)
Administration
- --------------
The Board has appointed Directors Riffe, File, Graybeal, Perry and
Ragland as members of the Committee responsible for administration of the
Beckley Bancorp, Inc. 1996 Directors Stock Option Plan (the "Option Plan").
Grants of Options may be made under the Option Plan by the Committee. Non-
discretionary awards under the terms of the Option Plan have been made to
members of the Board.
Number of Shares Subject to Plans
- ---------------------------------
On June 11, 1996, Options covering 30,000 shares of the Common Stock
were outstanding, which were granted at an exercise price of $18.25 per share.
As of the date of this Appendix A, 30,000 shares of Common Stock remain issuable
under the Plan.
Participation in the Plan
- -------------------------
As of June 30, 1996, non-Incentive Stock Options to purchase 30,000
shares of Common Stock, in the aggregate were held by five (5) non-employee
members of the Board of Beckley Bancorp, Inc.
Outstanding Awards
- ------------------
The following tables present information with respect to the outstanding
Options and Stock Awards under the Option Plan as of the date of this Appendix
A.
1996 DIRECTORS STOCK OPTION PLAN
--------------------------------
<TABLE>
<CAPTION>
Nuumber of Shares Presently Number of Persons Exercise Price
Grant Date Subject to Options Holding Awards Per Share
---------- --------------------------- -------------- ---------
<S> <C> <C> <C>
June 11, 1996 30,000 5 $18.25
Total Awards Outstanding 30,000 5 $18.25
</TABLE>
A-1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- --------------------------------------------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are
incorporated by reference in the Registration Statement and the Prospectus
constituting Part I of such Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 33-77158)
filed with the Commission on March 31, 1994 and amendments thereto;
(2) The Company's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended December 31, 1995, as filed with the Commission;
(3) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 1996 and June 30, 1996, as filed with the Commission;
(4) The Company's Registration Statement on Form 8-A as filed with the
Commission on April 18, 1994; and
(6) Information as to the Options which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to this
Prospectus.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a
corporation such as the Company to indemnify officers, directors, employees and
agents under certain circumstances. Section 145 requires indemnification of
directors, officers, employees and agents who have been successful on the merits
or otherwise in defense of certain actions, suits, proceedings claims, issues
and matters. Article 18 of the Company's Certificate of Incorporation provides
for such indemnification.
Section 102(b)(7) of the Delaware General Corporation Law allows for the
limitation of liability of directors. Article 17 of the Company's Certificate of
Incorporation provides for limitation of liability for directors.
The Company believes that these provisions assist it in, among other
things, attracting and retaining qualified persons to serve the Company and its
subsidiary. However, a result of such provisions could be to increase the
expenses of the Company and effectively reduce the ability of stockholders to
sue on behalf of the Company since certain suits could be barred or amounts that
might otherwise be obtained on behalf of the Company could be required to be
repaid by the Company to an indemnified party.
The Company has in force a Directors and Officers Liability Policy
underwritten by The St. Paul Companies with a $1.0 million aggregate limit of
liability and an aggregate deductible of $10,000 per loss both for claims
directly against officers and directors and for claims where the Company is
required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unforceable.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
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;
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<PAGE>
(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;
(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) do not apply if the
registration statement is on Form S-3, Form S-8 or F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
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 such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Beckley
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Registration Statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Beckley in the State of
West Virginia, on the 13th day of September 1996.
Beckley Bancorp, Inc.
By: /s/Duane K. Sellards
Duane K. Sellards
President and Chief
Executive Officer
(Duly Authorized Representative)
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of Beckley Bancorp, Inc., do
hereby severally constitute and appoint Duane K. Sellards our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Duane K. Sellards may
deem necessary or advisable to enable Beckley Bancorp, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Duane K. Sellards shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
By: /s/Duane K. Sellards By: /s/Brian K. Pate
------------------------------ ---------------------------
Duane K. Sellards Brian K. Pate
President and Chief Executive Vice President and Chief Financial
Officer and Director Officer
(Principal Executive (Principal Financial and Accounting
Officer) Officer)
Date: September 13, 1996 Date: September 13, 1996
By: /s/Tracy L. Riffe By: /s/Robert N. File
------------------------------ -----------------------------
Tracy L. Riffe Robert N. File
Director Director
Date: September 13, 1996 Date: September 13, 1996
By: /s/Ned H. Ragland, Jr. By: /s/T. Arnold Graybeal
------------------------------ ----------------------------
Ned H. Ragland, Jr. T. Arnold Graybeal
Director Director
Date: September 13, 1996 Date: September 13, 1996
By: /s/James H. Perry Jr.
------------------------------
James H. Perry Jr.
Director
Date: September 13, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
4.1 Beckley Bancorp, Inc. __
1996 Directors Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into with __
respect to Non-Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the __
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears __
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants __
24 Reference is made to the Signatures section of this __
Registration Statement for the Power of Attorney
contained therein
EXHIBIT 4.1
Beckley Bancorp, Inc.
1996 Directors Stock Option Plan
<PAGE>
Exhibit A
BECKLEY BANCORP, INC.
1996 DIRECTORS STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Beckley Bancorp,
Inc. ("Corporation") 1996 Directors Stock Option Plan (the "Plan"). The purpose
of the Plan is to attract and retain qualified personnel to serve as members of
the Board of Directors of the Corporation and the Board of Directors of Beckley
Federal Savings Bank necessary to promote the success of the business
enterprise.
2. Definitions. The following words and phrases when used in this Plan with
an initial capital letter, unless the context clearly indicates otherwise, shall
have the meaning as set forth below. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the plural.
(a) "Award" means the grant of Stock Options to Directors of the
Corporation and the Savings Bank as specified by the terms of the Plan.
(b) "Board" shall mean the Board of Directors of the Corporation,
or any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Corporation; (ii) a merger or
recapitalization in the Corporation whereby the Corporation is not the surviving
entity; (iii) a change in control of the Corporation, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.
(e) "Committee" shall mean the Stock Option Committee appointed
by the Board in accordance with Section 5(a) of the Plan.
(f) "Common Stock" shall mean common stock, par value $.10 per
share, of the Corporation, or any successor or parent corporation thereto.
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(g) "Corporation" shall mean the Beckley Bancorp, Inc., the
parent corporation of the Savings Bank, or any successor or Parent thereof.
(h) "Director" shall mean a member of the Board of the
Corporation or the Savings Bank, or any successor or parent corporation thereto.
(i) "Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Savings Bank or the
Corporation from time to time.
(j) "Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Savings Bank or the Parent in his then current capacity as determined by the
Committee.
(k) "Effective Date" shall mean the date specified in Section
11 hereof.
(l) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
(m) "Stock Option" shall mean an option to purchase shares of
Common Stock granted pursuant to Section 8 hereof, which option is not intended
to qualify under Section 422 of the Code as an incentive stock option.
(n) "Optioned Stock" shall mean stock subject to a Stock Option
granted pursuant to the Plan.
(o) "Optionee" shall mean any person who receives a Stock Option
or Award pursuant to the Plan.
(p) "Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
(q) "Participant" means any director of the Corporation or any
Parent or Subsidiary of the Corporation who by the express terms of the Plan is
granted an Award.
(r) "Plan" shall mean the Beckley Bancorp, Inc. 1996 Directors
Stock Option Plan.
(s) "Savings Bank" shall mean Beckley Federal Savings Bank,
Beckley, West Virginia, or any successor corporation thereto.
(t) "Share" shall mean one share of the Common Stock.
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(u) "Subsidiary" shall mean any present or future corporation
which constitutes a "subsidiary corporation" as defined in Subsections 424(f)
and (g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 9 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 30,000 shares of
Common Stock. Such Shares may either be from authorized but unissued shares,
treasury shares or shares purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
4. Six Month Holding Period.
Except in the event of death or disability of the Optionee, a
minimum of six months must elapse between the date of the grant of an Option and
the date of the sale of the Common Stock received through the exercise of such a
Stock Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered
by a the Committee which shall consist of at least three non-employee Directors
of the Corporation appointed by the Board and serving at the pleasure of the
Board.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant.
The President of the Corporation and such other officers as shall
be designated by the Committee are hereby authorized to execute written
agreements evidencing Awards on behalf of the Corporation and to cause them to
be delivered to the Participants. Such agreements shall set forth the Option
exercise price, the number of shares of Common Stock subject to such a Stock
Option, the expiration date of such a Stock Options, and such other terms and
restrictions applicable to such Award as are determined in accordance with the
Plan or the actions of the Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
6. Eligibility for Awards and Limitations.
Stock Options under the Plan shall be granted in accordance with
Section 8 of the Plan to non-employee Directors of the Corporation and the
Savings Bank.
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<PAGE>
7. Term of the Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date. No Stock Option shall be granted under
the Plan after ten (10) years from the Effective Date.
8. Terms and Conditions of Stock Options. Each Stock Option granted
pursuant to the Plan shall be evidenced by an instrument in such form as the
Committee shall from time to time approve. Each Stock Option granted pursuant to
the Plan shall comply with and be subject to the following terms and conditions.
(a) Option Price. The exercise price per Share of Common Stock
for each Stock Option granted pursuant to the Plan shall be equal to the Fair
Market Value of such Common Stock on the Effective Date as determined by the
Committee in good faith.
(b) Awards. Upon the Effective Date, each non-employee Director
of the Corporation shall be granted a Stock Option to purchase 6,000 shares of
Common Stock. Such Stock Options shall be first exercisable as of the date that
is six-months after the Effective Date; except however, such Stock Options shall
be immediately exercisable upon the death or Disability of the Participant.
(c) Term. The term of exercisability of each Stock Option granted
pursuant to the Plan shall be ten (10) years from the Effective Date.
(d) Exercise Generally. The Committee may impose additional
conditions upon the right of any Participant to exercise any Stock Option
granted hereunder which is not inconsistent with the terms of the Plan.
(e) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Stock Option granted under the Plan shall be
made at the time of exercise of each such Stock Option and shall be paid in cash
(in United States Dollars), Common Stock or a combination of cash and Common
Stock. Common Stock utilized in full or partial payment of the Option exercise
price shall be valued at its Fair Market Value at the date of exercise. The
Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock shall be issued
until full payment has been received by the Corporation and no Optionee shall
have any of the rights of a stockholder of the Corporation until the Shares of
Common Stock are issued to the Optionee.
(f) Cashless Exercise. An Optionee who has held a Stock Option
for at least six months may engage in the "cashless exercise" of the Option.
Upon a cashless exercise, an Optionee gives the Corporation written notice of
the exercise of the Stock Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
exercise price and any applicable withholding taxes. If the Optionee does not
sell the Optioned Stock through a registered broker-dealer or equivalent third
party, the Optionee can give the Corporation written notice of the exercise of
the Option and the third party purchaser of the Optioned Stock shall pay the
Option exercise price plus any applicable withholding taxes to the Corporation.
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<PAGE>
(g) Transferability. Any Stock Option granted pursuant to the
Plan shall be exercised during an Optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable otherwise than
by will or by the laws of descent and distribution.
(h) Exercisability Following Death. In the event of the death of
an Optionee, any Stock Options granted to such Optionee may thereafter be
exercised by the person or persons to whom the Optionee's rights under any such
Stock Options pass by will or by the laws of descent and distribution (including
the Optionee's estate during the period of administration) at any time prior to
the normal expiration date of such Option. At the discretion of the Committee,
upon exercise of such Options, the Optionee may receive Shares or cash or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the difference between the Fair Market Value of such Shares and the
exercise price of such Options on the exercise date.
9. Recapitalization, Merger, Consolidation, Change in Control and
Other Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Corporation, within the sole discretion of the Committee,
the aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Corporation
(other than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a Change in Control of the Corporation,
as determined by the Committee. In the event of such a Change in Control, the
Committee and the Board of Directors will take one or more of the following
actions to be effective as of the date of such Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute Options exchanged for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon the exercise of such Substitute Options shall constitute securities
registered in accordance with the Securities Act of 1933, as amended, ("1933
Act") or such securities shall be exempt from such registration in accordance
with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered
Securities"), or in the alternative, if the securities issuable upon the
exercise of such Substitute Options shall not constitute Registered Securities,
then the Optionee will receive upon consummation of the Change in Control
transaction a cash payment for each Option surrendered equal to the difference
between (1) the Fair Market Value of the consideration to be received for each
share of Common Stock in the Change in Control transaction times the number of
shares of Common Stock subject to such surrendered Options, and (2) the
aggregate exercise price of all such surrendered Options, or
(ii) in the event of a transaction under the terms of which the
holders of the Common Stock of the Corporation will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide
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<PAGE>
for a cash payment to the Optionees equal to the difference between (A) the
Merger Price times the number of shares of Common Stock subject to such Options
held by each Optionee (to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all such surrendered
Options in exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any
provisions of the Plan to the contrary, subject to any required action by the
stockholders of the Corporation, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of Common
Stock subject to each Option, the Option exercise price per Share of Common
Stock, and the consideration to be given or received by the Corporation upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Optionee in connection
therewith; and/or
(iii) make such other adjustments in connection with the
Plan as the Committee, in its sole discretion, deems necessary, desirable,
appropriate or advisable.
Except as expressly provided in Sections 9(a), 9(b) and 9(e)
hereof, no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 9.
(d) Acceleration. The Committee shall at all times have the power
to accelerate the exercise date of Options previously granted under the Plan.
(e) Non-recurring Dividends. Upon the payment of a special or
non-recurring cash dividend that has the effect of a return of capital to the
stockholders, the Option exercise price per share shall be adjusted
proportionately with regard to such special or non-recurring cash dividends.
10. Date of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Plan is adopted by the
Board of the Corporation. Notice of the grant of an Option shall be given to
each individual to whom an Option is so granted within a reasonable time after
the date of such grant in a form determined by the Committee.
11. Effective Date. The Plan shall become effective upon the date of
adoption of the Plan by the Board of the Corporation.
12. Modification of Options. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on the Optionee by the grant of a
new Option at such time, or shall not materially decrease the Optionee's
benefits under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 13 hereof.
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<PAGE>
13. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan, except that no action of the Board may increase (other
than as provided in Section 9 hereof) the maximum number of Shares permitted to
be issued under the Plan.
(b) Change in Applicable Law. Notwithstanding any other provision
contained in the Plan, in the event of a change in any federal or state law,
rule or regulation which would make the exercise of all or part of any
previously granted Option unlawful or subject the Corporation to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
14. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, ("1933 Act") the rules and regulations
promulgated thereunder, including Rule 144 of the 1933 Act, any applicable state
securities laws and the requirements of any stock exchange upon which the Shares
may then be listed.
(b) The inability of the Corporation to obtain any necessary
authorizations, approvals or letters of non-objection from any regulatory body
or authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.
(c) As a condition to the exercise of an Option, the Corporation may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the
termination of employment or service of an Optionee by the Corporation or its
Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by
the Board of Directors, all Options held by such Participant shall cease to be
exercisable as of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Corporation under Section 16(b) of the Securities Exchange Act of 1934, as
amended, and regulations promulgated thereunder.
15. Reservation of Shares. During the term of the Plan, the Corporation
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
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<PAGE>
16. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Corporation by reason of the Plan
or the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
17. Withholding Tax. The Corporation shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option, the Corporation shall have the right to
require the Participant or such other person to pay the Corporation the amount
of any taxes which the Corporation is required to withhold with respect to such
Shares, or, in lieu thereof, to retain, or to sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.
18. No Employment Rights. No Director shall have a right to be selected
as a Participant under the Plan. Neither the Plan nor any action taken by the
Board or the Committee in administration of the Plan shall be construed as
giving any person any rights of employment or retention as a Director or in any
other capacity with the Corporation, the Savings Bank or other Subsidiaries.
19. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of West Virginia, except to the extent
that federal law shall be deemed to apply.
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EXHIBIT 4.2
Form of Stock Option Agreement to be entered into with
respect to Non-Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR STOCK OPTIONS PURSUANT TO THE
BECKLEY BANCORP, INC.
1996 DIRECTORS STOCK OPTION PLAN
--------------------------------
STOCK OPTIONS for a total of 6,000 shares of Common Stock, par value
$.10 per share, of Beckley Bancorp, Inc. (the "Company") is hereby granted to
_________________ (the "Optionee") at the price determined as provided in, and
in all respects subject to the terms, definitions and provisions of the 1996
Directors Stock Option Plan (the "Plan") adopted by the Company which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Option Price. The Option price is $18.25 for each Share, being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (June 11, 1996).
2. Exercise of Option. This Option shall be exercisable in accordance with
provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Shares
---- Awarded Which Are
Non-forfeitable
---------------
December 11, 1996....................................... 100%
Notwithstanding any provisions in this Section 2, in no event shall this
Option be exercisable prior to six months following the date of grant, except
upon the death or disability of the Optionee. Options shall be 100% vested and
exercisable upon the death or disability of the Optionee, or upon a Change in
Control of the Company. Options shall remain exerciseable for a period of ten
(10) years from the Date of Grant without regard to continued service as a
director or director emeritus.
<PAGE>
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the person
in whose name the stock certificate or certificates for such Shares of
Common Stock is to be registered, his address and Social Security Number
(or if more than one, the names, addresses and Social Security Numbers
of such persons);
(ii) Contain such representations and agreements as to
the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by the Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
<PAGE>
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Beckley Bancorp, Inc.
Date of Grant: June 11, 1996 By:_______________________________
---------------
Attest:
___________________________
[SEAL]
3
<PAGE>
STOCK OPTION EXERCISE FORM
--------------------------
PURSUANT TO THE
BECKLEY BANCORP, INC.
1996 DIRECTORS STOCK OPTION PLAN
______________
(Date)
Beckley Bancorp, Inc.
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase ___________ shares, par value $.10, of Common Stock of Beckley Bancorp,
Inc. under and pursuant to a Stock Option Agreement dated _____________, 19____.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$___________ of cash or check
___________ of Common Stock
$___________ Total
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name_______________________________________________
Address____________________________________________
Social Security Number_____________________________
Very truly yours,
___________________________
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
Attorneys at Law
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
September 13, 1996
Board of Directors
Beckley Bancorp, Inc.
200 Main Street
Beckley, West Virginia 25801
RE: Registration Statement on Form S-8:
----------------------------------
Beckley Bancorp, Inc. 1996 Directors Stock Option Plan
Gentlemen:
We have acted as special counsel to Beckley Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 30,000 shares of Common Stock, par value $.10 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options granted or which may be granted under the Beckley Bancorp, Inc. 1996
Directors Stock Option Plan (the "Option Plan"), as more fully described in the
Registration Statement. You have requested the opinion of this firm with respect
to certain legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the stock awards or the
exercise of options granted under and in accordance with the terms of the Option
Plan will be duly and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is a part of the Registration Statement.
Sincerely,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
Washington, D.C.
EXHIBIT 23.2
Consent of Independent Accountants
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
Beckley Bancorp, Inc.
200 Main Street
Beckley, West Virginia 25801
We consent to the incorporation by reference in this Registration
Statement on Form S-8 related to the Beckley Bancorp, Inc. 1996 Directors Stock
Option Plan of our report contained in the consolidated financial statements of
Beckley Bancorp, Inc. for the fiscal year ended December 31, 1995, included in
the Form 10-KSB of Beckley Bancorp, Inc. for the fiscal year ended December 31,
1995.
/s/Mason & Bashaw, CPA's, A.C.
Mason & Bashaw, CPA's, A.C.
Beckley, West Virginia
September 13, 1996
