-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RU3uxzR+xIHGL5/c0dtjIZY84QLBhPzCcewGJ/8rc3CoYf6R+R4JO8FvVTp4eW21 JZbsScPXVQw3UpZWDumsyw== 0000893220-01-500293.txt : 20010531 0000893220-01-500293.hdr.sgml : 20010531 ACCESSION NUMBER: 0000893220-01-500293 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010530 EFFECTIVENESS DATE: 20010530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NATIONAL COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001035976 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232900790 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61906 FILM NUMBER: 1650934 BUSINESS ADDRESS: STREET 1: 102 EAST DRINKER STREET CITY: DUMORE STATE: PA ZIP: 18512 BUSINESS PHONE: 7173486438 MAIL ADDRESS: STREET 1: 102 EAST DRINKER STREET CITY: DUNMORE STATE: PA ZIP: 18512 S-8 1 w49777s-8.txt S-8 FOR FIRST NATIONAL COMMUNITY BANCORP, INC. 1 As filed with the Securities and Exchange Commission on May 30, 2001 Registration No. 333-_______ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST NATIONAL COMMUNITY BANCORP, INC. (Exact Name of Registrant As Specified In Its Charter) PENNSYLVANIA 23-2900790 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 102 EAST DRINKER STREET 18512-2491 DUNMORE, PENNSYLVANIA ---------- (Address of principal executive offices) (Zip Code) ---------------- FIRST NATIONAL COMMUNITY BANCORP, INC. 2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN (Full title of the plan) ---------------- J. DAVID LOMBARDI, PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRST NATIONAL COMMUNITY BANCORP, INC. 102 EAST DRINKER STREET DUNMORE, PENNSYLVANIA 18512-2491 (570) 346-7667 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies To: JEAN SVOBODA MCMASTER, ESQUIRE SHUMAKER WILLIAMS, P.C. POST OFFICE BOX 88 HARRISBURG, PENNSYLVANIA 17108 (717) 763-1121 ---------------- CALCULATION OF REGISTRATION FEE ----------------
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of of Securities to to be Offering Price Aggregate Registration be Registered Registered(1) Per Share(2) Offering Price(2) Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, $1.25 Par Value 100,000 $33.375 $3,337,500.00 $834.38 - ---------------------------------------------------------------------------------------------------------------------
(1) Based on the maximum number of shares of First National Community Bancorp, Inc. common stock, par value $1.25 per share, authorized for issuance under the plan set forth above. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of shares of common stock as may become issuable by reason of the anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of calculating the amount of the registration fee based upon the average of the closing bid and asked prices of the common stock on May 25, 2001, with respect to the 100,000 shares of common stock issuable under the plan. PAGE 1 OF 25 SEQUENTIALLY NUMBERED PAGES INDEX TO EXHIBITS FOUND ON PAGE 14 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. First National Community Bancorp, Inc. files this registration statement to register 100,000 shares of its common stock, par value $1.25 per share, that may, from time to time, be issued pursuant to the First National Community Bancorp, Inc. 2000 Independent Directors Stock Option Plan. The document(s) containing the information specified in Items 1 and 2 of Part I of Form S-8 will be sent or given to plan participants as specified by Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these documents have not been filed with the SEC and have been omitted as part of this registration statement. These documents and the documents incorporated by reference in the registration statement, pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. This prospectus constitutes a part of a registration statement on Form S-8 filed with the SEC. As allowed by the SEC's rules and regulations, this prospectus does not contain all of the information you can find in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities described in this prospectus, you should refer to the registration statement, including its exhibits. Furthermore, the statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to a copy of the document filed as an exhibit to the registration statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The SEC allows us to "incorporate by reference" the information we file with it into this prospectus. This means we can disclose information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this registration statement the documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 until all of the securities registered on this Form S-8 are sold or we deregister the remaining unsold securities. First National Community Bancorp, Inc. will provide, without charge, to each plan participant a copy of the documents incorporated by reference in Item 3 of Part II of this I-1 3 registration statement, upon written or oral request. Further, plan participants will be provided, without charge, upon written or oral request, other documents required to be delivered pursuant to Rule 428(b). Written requests should be directed to: First National Community Bancorp, Inc. Attn: Treasurer 102 East Drinker Street Dunmore, PA 18512-2491 Telephone requests may be directed to William Lance, Treasurer, telephone number (570) 346-7667. You should rely only on the information contained in or incorporated by reference in this prospectus and any supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares. The delivery of this prospectus does not, under any circumstances, create any implication that there has been no change in the company's affairs since the date of this prospectus. I-2 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. We incorporate the following documents by reference into this registration statement as filed with the SEC under File No. 333-24121: (a) First National Community Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 23, 2001; (b) First National Community Bancorp, Inc.'s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 8, 2001; and (c) The description of First National Community Bancorp, Inc.'s common stock that appears on page 40 of First National Community Bancorp, Inc.'s Registration Statement No. 333-24121 on Form S-4, filed with the SEC on March 28, 1997 and effective on April 17, 1997, and as amended by Amendment No.1, filed with the SEC on December 31, 1997 and as amended by Amendment No. 2, filed with the SEC on June 2, 1998. All documents filed by First National Community Bancorp, Inc. pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date of this prospectus and prior to the filing of a post-effective amendment indicating that all securities offered have been sold or which deregisters all remaining unsold securities, are incorporated by reference into this registration statement and become a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement automatically updates, modifies and supersedes the prospectus. ITEM 4. DESCRIPTION OF SECURITIES. A description of the securities to be offered is not included because the common stock is registered under Section 12(g) of the Securities Exchange Act of 1934. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. No disclosure is required under this item because First National Community Bancorp, Inc. did not employ named experts or counsel on a contingent basis. II-1 5 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A. ss.ss.1741-1750) provides that a business corporation has the power under certain circumstances to indemnify directors, officers, employees and agents against certain expenses incurred by them in connection with any threatened, pending or completed action, suit or proceeding. Section 1721 of the BCL (relating to the Board of Directors) declares that unless otherwise provided by statute or in a by-law adopted by the shareholders, all powers enumerated in Section 1502 (relating to general powers) and elsewhere in the BCL or otherwise vested by law in a business corporation shall be exercised by or under the authority of, and the business and affairs of every business corporation shall be managed under the direction of, a board of directors. If any such provision is made in the by-laws, the powers and duties conferred or imposed upon the board of directors under the BCL shall be exercised or performed to such extent and by such person or persons as shall be provided in the by-laws. Section 1712 of the BCL provides that a director shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person; or (3) a committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith, if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted. Section 1716 also states that in discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors II-2 6 shall not constitute a violation of Section 1712. In addition, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation. Moreover, Section 1713 addresses the personal liability of directors and states that if a by-law adopted by the shareholders so provides, a director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (1) the director has breached or failed to perform the duties of his office under this section; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions discussed above shall not apply to: (1) the responsibility or liability of a director pursuant to any criminal statute; or (2) the liability of a director for the payment of taxes pursuant to local, state or federal law. Finally, Section 1714 states that a director of a corporation who is present at a meeting of its board of directors, or of a committee of the board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this Section 1721 shall bar a director from asserting that minutes of the meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of such minutes, he notified the secretary, in writing, of the asserted omission or inaccuracy. Section 1741 of the BCL (relating to third party actions) provides that unless otherwise restricted in its by-laws, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action or proceeding if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. II-3 7 The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal proceeding, had reasonable cause to believe that his conduct was not unlawful. Section 1742 of the BCL (relating to derivative actions) provides that unless otherwise restricted in its by-laws, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of the action if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless, and only to the extent that, the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper. Section 1743 of the BCL (relating to mandatory indemnification) provides for mandatory indemnification of directors and officers such that to the extent that a representative of the business corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 1741 (relating to third party actions) or 1742 (relating to derivative actions), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 1744 of the BCL (relating to procedure for effecting indemnification) provides the procedure for effecting indemnification. Under this section unless ordered by a court, any indemnification under Section 1741 (relating to third party actions) or 1742 (relating to derivative actions) shall be made by the business corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because such person has met the applicable standard of conduct set forth in those sections. The determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; II-4 8 (2) if such quorum is not obtainable, or, if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the shareholders. Section 1745 of the BCL (relating to advancing expenses) provides that expenses (including attorneys' fees) incurred in defending any action or proceeding referred to above may be paid by the business corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized by the BCL or otherwise. Section 1746 of the BCL (relating to supplementary coverage) provides that the indemnification and advancement of expenses provided by or granted pursuant to the other sections of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any other by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. Section 1746 of the BCL also provides that indemnification referred to above shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1746 further declares that indemnification under any by-law, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Such indemnification is declared to be consistent with the public policy of the Commonwealth of Pennsylvania. Section 1747 of the BCL (relating to the power to purchase insurance) provides that unless otherwise restricted in its by-laws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against that liability under the provisions of the BCL. Such insurance is declared to be consistent with the Commonwealth of Pennsylvania's public policy. Section 1750 of the BCL (relating to duration and extent of coverage) declares that the indemnification and advancement of expenses provided by, or granted pursuant to, the BCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has II-5 9 ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representative of that person. Article 23 of the Registrant's By-laws provides a broad range of indemnification for its officers and directors. In essence, officers and directors will be indemnified for any act committed while in the course of their association with the Registrant provided that the act was in good faith and in a manner reasonably believed to be in, or not opposed to the Registrant's best interests. Officers and directors will be presumed to be entitled to indemnification, absent breaches of fiduciary duty, lack of good faith or self-dealing and shall be entitled to indemnification unless their conduct is determined by a court to have constituted willful misconduct or recklessness. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NO. EXHIBITS - --- -------- 4.1 Articles of Incorporation of Registrant. (Incorporated by reference to Exhibit 3(i) to Registrant's Registration Statement No. 333-24121, filed with the SEC on March 28, 1997 and as amended by Amendment No. 1, filed with the SEC on December 31, 1997 and as amended by Amendment No. 2, filed with the SEC on June 2, 1998.) 4.2 By-laws of Registrant. (Incorporated by reference to Exhibit 3(ii) to Registrant's Registration Statement No. 333-24121, filed with the SEC on March 28, 1997 and as amended by Amendment No. 1, filed with the SEC on December 31, 1997 and as amended by Amendment No. 2, filed with the SEC on June 2, 1998.) 5 Opinion of Shumaker Williams, P.C. re: legality. 23.1 Consent of Demetrius & Company, L.L.C. 23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5). 24 Power of Attorney of Directors and Officers (included on Signature Pages). 99.1 First National Community Bancorp, Inc. 2000 Independent Directors Stock Option Plan. II-6 10 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at 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 that is incorporated by reference in II-7 11 the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-8 12 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 Borough of Dunmore, Commonwealth of Pennsylvania on May 23, 2001. FIRST NATIONAL COMMUNITY BANCORP, INC. (Registrant) By: /s/ J. David Lombardi ------------------------------------------ J. David Lombardi President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. David Lombardi and William S. Lance, 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, will 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. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Capacity Date -------- ---- /s/ J. David Lombardi President, May 23, 2001 - ------------------------------- Chief Executive Officer J. David Lombardi and Director (Principal Executive Officer) /s/ William S. Lance Treasurer, May 23, 2001 - ------------------------------- Chief Financial Officer William S. Lance (Principal Financial and Accounting Officer) 13 /s/ Louis A. DeNaples Chairman of the Board May 23, 2001 - ------------------------------- of Directors Louis A. DeNaples /s/ Michael G. Cestone Director May 23, 2001 - ------------------------------- Michael G. Cestone /s/ Michael J. Cestone, Jr. Director May 23, 2001 - ------------------------------- Michael J. Cestone, Jr. /s/ Joseph Coccia Director May 23, 2001 - -------------------------------- Joseph Coccia /s/ William P. Conaboy Director May 23, 2001 - -------------------------------- William P. Conaboy /s/ Dominick L. DeNaples Director May 23, 2001 - ------------------------------- Dominick L. DeNaples /s/ Joseph J. Gentile Director May 23, 2001 - ------------------------------- Joseph J. Gentile Director _______ __, 2001 - ------------------------------- Martin F. Gibbons /s/ Joseph O. Haggerty Director May 23, 2001 - ------------------------------- Joseph O. Haggerty /s/ John P. Moses Director May 23, 2001 - ------------------------------- John P. Moses Director ______ __, 2001 - ------------------------------- John R. Thomas 14 INDEX TO EXHIBITS
PAGE NO. IN SEQUENTIALLY NUMBERED EXHIBIT NO. ORIGINAL - ---------- -------- 4.1 Articles of Incorporation of Registrant. (Incorporated by reference * to Exhibit 3(i) to Registrant's Registration Statement No. 333-24121, filed with the SEC on March 28, 1997 and as amended by Amendment No. 1, filed with the SEC on December 31, 1997 and as amended by Amendment No. 2, filed with the SEC on June 2, 1998.) 4.2 By-laws of Registrant. (Incorporated by reference to Exhibit 3(ii) to * Registrant's Registration Statement No. 333-24121, filed with the SEC on March 28, 1997 and as amended by Amendment No. 1, filed with the SEC on December 31, 1997 and as amended by Amendment No. 2, filed with the SEC on June 2, 1998.) 5 Opinion of Shumaker Williams, P.C. re: legality. 15 23.1 Consent of Demetrius & Company, L.L.C. 18 23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5). 24 Power of Attorney of Directors and Officers (included on Signature Pages). 99.1 First National Community Bancorp, Inc. 2000 Independent Directors 20 Stock Option Plan.
* Incorporated by reference. EX-5 2 w49777ex5.txt OPINION OF SHUMAKER WILLIAMS 1 EXHIBIT 5 OPINION OF SHUMAKER WILLIAMS, P.C. 2 May 29, 2001 J. David Lombardi, President FIRST NATIONAL COMMUNITY BANCORP, INC. 102 E. Drinker Street Dunmore, Pennsylvania 18512-2491 Re: FIRST NATIONAL COMMUNITY BANCORP, INC. Registration Statement on Form S-8 Our File No. 566-00 Dear Mr. Lombardi: We have acted as Special Corporate Counsel to First National Community Bancorp, Inc., a Pennsylvania corporation (the "Corporation") in connection with its Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration of 100,000 shares of its common stock issuable upon the exercise of options granted pursuant to the Corporation's 2000 Independent Directors Stock Option Plan (the "Plan"). In connection with the foregoing, we have examined the following documents: 1. the Corporation's Articles of Incorporation; 2. the Corporation's Bylaws; 3. the Minutes of the Board of Directors meeting on August 30, 2000 authorizing the Plan and authorizing preparation and filing of the Registration Statement; 4. the Corporation's 2001 Proxy Statement, regarding proposal of the Plan; 5. the Corporation's Certificate of Judges of Election indicating shareholder approval of the Plan; 6. the Plan; and 7. the Registration Statement. 3 J. David Lombardi, President FIRST NATIONAL COMMUNITY BANCORP, INC. May 29, 2001 Page 2 In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. As to any facts material to our opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Corporation. On the basis of the foregoing and in reliance thereon, it is our opinion that the Corporation's common stock, par value $1.25 per share, issuable under the Plan, when issued in accordance with the provisions of the Plan and the Registration Statement, will be legally and validly issued, fully paid, and non-assessable. In giving the foregoing opinion, we have assumed that the Corporation will have, at the time of the issuance of common stock under the Plan, a sufficient number of authorized shares available for issue. We consent to the use of this opinion as an exhibit to the Corporation's Registration Statement on Form S-8, filed by the Corporation with the Securities and Exchange Commission, relating to the Plan. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Sections 7 or 11 of the Securities Act of 1933, as amended, on the rules and regulations thereunder. Very truly yours, SHUMAKER WILLIAMS, P.C. /s/ Nicholas Bybel, Jr. By Nicholas Bybel, Jr. EX-23.1 3 w49777ex23-1.txt CONSENT OF DEMETRIUS & COMPANY 1 EXHIBIT 23.1 CONSENT OF DEMETRIUS & COMPANY, L.L.C. 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the First National Community Bancorp, Inc. 2000 Independent Directors Stock Option Plan of our report dated January 18, 2001, with respect to the audited consolidated financial statements of First National Community Bancorp, Inc. incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2000 and filed with the Securities and Exchange Commission on March 23, 2001. /s/ Demetrius & Company, L.L.C. Wayne, New Jersey May 25, 2001 EX-99.1 4 w49777ex99-1.txt STOCK OPTION PLAN 1 EXHIBIT 99.1 FIRST NATIONAL COMMUNITY BANCORP, INC. 2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN 2 FIRST NATIONAL COMMUNITY BANCORP, INC. 2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN 1. Purpose. The 2000 Independent Directors Stock Option Plan (the "Plan") was established to advance the development, growth and financial condition of First National Community Bancorp, Inc. (the "Corporation") and its subsidiaries, by providing an incentive, through participation in the appreciation of the capital stock of the Corporation, and thereby securing, retaining and motivating members of the Corporation's Board of Directors who are not officers or employees of the Corporation or any subsidiary thereof (the "non-employee" directors). 2. Term. The Plan shall become effective as of the date it is adopted by the Corporation's Board of Directors (the "Board"), and shall be presented for approval at the next meeting of the Corporation's shareholders. Any and all options awarded under the Plan before it is approved by the Corporation's shareholders shall be conditioned upon, and may not be exercised before, receipt of shareholder approval, and shall lapse upon failure to receive such approval. Unless previously terminated by the Board, the Plan shall terminate on, and no options shall be granted after the tenth anniversary of the effective date of the Plan. 3. Stock Subject to the Plan. The shares of the Corporation's common stock (the "Common Stock") issuable under the Plan shall not exceed 100,000 shares. The amount of Common Stock issuable under the Plan may be adjusted pursuant to Section 11 hereof. The Common Stock issuable hereunder may be either authorized and unissued shares of Common Stock, or authorized shares of Common Stock issued by the Corporation and subsequently reacquired by it as treasury stock, or shares purchased in open market transactions. Under no circumstances shall fractional shares be issued under the Plan. The Corporation's failure to obtain any governmental authority deemed necessary by the Corporation's legal counsel for the proper grant of the stock options under this Plan and/or the issuance of Common Stock under the Plan shall relieve the Corporation of any duty or liability for the failure to grant stock options under the Plan and/or issue Common Stock under the Plan as to which such authority has not been obtained. 4. Operation and Administration. The ability to control and manage the operation and administration of the Plan shall be vested in the Board or in a committee of two or more members of the Board, selected by the Board (the "Committee"). The Committee shall have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make any and all determinations that may be necessary or advisable for the administration of the Plan. Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. 5. Stock Options. Stock options shall be granted under the Plan to each non- employee director of the Corporation, annually ,at the discretion of a majority of the Board of Directors or of the Committee, as the case may be. Each non-employee director who is a member of the Corporation's Board on the grant date shall be awarded stock options to purchase 3 shares of Common Stock, as the Board in its discretion determines, (the "Stock Options") under the following terms and conditions: (1) The time period during which any Stock Option is exercisable shall be three (3) years after the date of grant. (2) If a director, who has received an award pursuant to the Plan, ceases to be a member of the Board for any reason and is not designated as "Director Emeritus" by the remaining members of the Board at the time of such cessation, then the director may exercise the Stock Option not before the expiration of seven (7) months after the director ceases to be a member of the Board nor more than twelve (12) months after such cessation. If a director, who has received an award pursuant to the Plan dies, all unexercised awards shall immediately by void. (3) The purchase price of a share of Common Stock subject to a Stock Option shall be the fair market value of the Common Stock on the date of grant, as determined under Section 7 hereof. (4) The Stock Option shall be made by a written agreement in the form, attached hereto as "Exhibit A", with such changes therein as may be determined by the Committee (as such term is defined in Section 4 hereof) (the "Stock Option Agreement"). 6. Exercise. Except as otherwise provided in the Plan, a Stock Option may be exercised in whole or in part by giving written notice thereof to the Treasurer of the Corporation, identifying the Stock Option being exercised, the number of shares of Common Stock with respect thereto, and other information pertinent to the exercise of the Stock Option. The purchase price of the shares of Common Stock with respect to which a Stock Option is exercised shall be paid with the written notice of exercise, either in cash or in Common Stock, including Common Stock issuable hereunder, at its then current fair market value, or any combination of cash or Common Stock. Funds received by the Corporation from the exercise of any Stock Option shall be used for its general corporate purposes. The number of shares of Common Stock subject to a Stock Option shall be reduced by the number of shares of Common Stock with respect to which the director has exercised rights under the related Stock Option Agreement. If the Corporation or its shareholders execute an agreement to dispose of all or substantially all of the Corporation's assets or capital stock by means of sale, merger, consolidation, reorganization, liquidation or otherwise, as a result of which the Corporation's shareholders as of immediately before such transaction will not own at least fifty percent (50%) of the total combined voting power of all classes of voting capital stock of the surviving entity (be it the Corporation or otherwise) immediately after the consummation of such transaction, thereupon any and all outstanding Stock Options shall immediately become exercisable until the consummation of such transaction, or if not consummated, until the agreement therefor expires or is terminated, in which case thereafter all Stock Options shall be treated as if the agreement never had been executed. If during any period of two (2) consecutive years, the individuals, who at the beginning of such period, constituted the Board, cease for any reason to constitute at least a 4 majority of the Board (unless the election of each director of the Board, who was not a director of the Board at the beginning of such period, was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) thereupon any and all outstanding Stock Options shall immediately become exercisable. If there is an actual, attempted or threatened change in the ownership of at least twenty-five percent (25%) of any class of voting stock of the Corporation through the acquisition of, or an offer to acquire, such percentage of the Corporation's voting stock by any person or entity, or persons or entities acting in concert or as a group, and such acquisition or offer has not been duly approved by the Board, thereupon any and all outstanding Stock Options shall immediately become exercisable. 7. Value. Where used in the Plan, the "fair market value" of Stock or any options or rights with respect thereto, including Awards, shall mean and be determined by (a) the weighted average of all reported sales thereof on the principal established domestic securities exchange on which listed during thirty (30) days prior to the grant date, and if not listed, then (b) the average of the dealer "bid" and "ask" prices thereof on the over-the-counter market on the grant date, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), in accordance with pertinent provisions of and principles under the Code and the regulations promulgated thereunder. 8. Continued Relationship. Nothing in the Plan or in any Stock Option shall confer upon any director any right to continue his relationship with the Corporation as a director, or limit or affect any rights, powers or privileges that the Corporation or its affiliates may have to supervise, discipline and terminate such director, and the relationships thereof. 9. General Restrictions. The Board may require, in its discretion, (a) the listing, registration or qualification of the Common Stock issuable pursuant to the Plan on any securities exchange or under any federal or state securities or other laws, (b) the approval of any governmental authority, or (c) an execution of an agreement by any director with respect to disposition of any Common Stock (including, without limitation, that at the time of the director's exercise of the Stock Option, any Common Stock thereby acquired is being and will be acquired solely for investment purposes and without any intention to sell or distribute the Common Stock). If the Board so requires, then Stock Options shall not be exercised, in whole or in part, unless such listing, registration, qualification, approval or agreement has been appropriately effected or obtained to the satisfaction of the Board and legal counsel for the Corporation. Notwithstanding anything to the contrary herein, a director shall not sell, transfer or otherwise dispose of any shares of Common Stock acquired pursuant to a Stock Option unless at least six (6) months have elapsed from the date the Stock Option was granted and, in any event, the transfer or disposition is made in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and as the same may be amended from time to time. 10. Rights. Except as otherwise provided in the Plan, a director shall have no rights as a holder of the Common Stock subject to a Stock Option unless and until one or more certificates for the shares of Common Stock are issued and delivered to the director. No Stock Option, or the grant thereof, shall limit or affect the right or power of the Corporation or its affiliates to adjust, reclassify, recapitalize, reorganize or otherwise change its or their capital or business structure, or to merge, consolidate, dissolve, liquidate or sell any or all of its or their business, property or assets. 5 11. Adjustments. In the event that the shares of Common Stock of the Corporation, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of Common Stock or other securities of the Corporation or of other securities of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise) or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend, stock split or similar transaction, then, there shall be substituted for or added to each share of Common Stock of the Corporation that was theretofore appropriated, or that thereafter may become subject to a Stock Option under the Plan, the number and kind of shares of Common Stock or other securities into which each outstanding share of the Common Stock of the Corporation shall be so changed or for which each such share shall be exchanged or to which each share shall be entitled, as the case may be. Each outstanding Stock Option shall be appropriately amended as to price and other terms, as may be necessary to reflect the foregoing events. If there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Corporation, or of any Common Stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, and if a majority of the members of the Board shall, in their sole discretion, determine that the change equitably requires an adjustment in any Stock Option that was theretofore granted or that may thereafter be granted under the Plan, then such adjustment shall be made in accordance with the determination. The grant of a Stock Option pursuant to the Plan shall not affect, in any way, the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, to consolidate, to dissolve, to liquidate or to sell or transfer all or any part of its business or assets. Fractional shares resulting from any adjustment in a Stock Option pursuant to this Section 11 may be settled as a majority of the members of the Board or of the Committee, as the case may be, shall determine. To the extent that the foregoing adjustments relate to Common Stock or securities of the Corporation, such adjustments shall be made by a majority of the members of the Board or of the Committee, as the case may be, whose determination in that respect shall be final, binding and conclusive. Notice of any adjustment shall be given by the Corporation to each holder of a Stock Option that is so adjusted. 12. Forfeiture. Notwithstanding anything to the contrary in this Plan, if an option holder is engaged in fraud, embezzlement, theft, commission of a felony, or dishonesty in the course of his relationship with the Corporation or its affiliates, or has disclosed trade secrets of the Corporation or its affiliates, the option holder shall forfeit all rights under and to all unexercised Stock Options, and all exercised Stock Options for which the Corporation has not yet delivered certificates for shares of Common Stock, and all rights to receive Stock Options shall be automatically canceled. 13. Miscellaneous. Any reference contained in this Plan to a particular section or provision of law, rule or regulation shall include any subsequently enacted or promulgated 6 section or provision of law, rule or regulation, as the case may be. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, transactions under this Plan are intended to comply with all applicable conditions of the Rule and the regulations promulgated thereunder or any successor rule that may be promulgated by the Securities and Exchange Commission. To the extent any provision of this Plan fails to so comply, it shall be deemed null and void, to the extent permitted by applicable law, subject to the provisions of Section 15, below. Where used in this Plan, the plural shall include the singular, and, unless the context otherwise clearly requires, the singular shall include the plural and the masculine shall include the feminine. The captions of the numbered Sections contained in this Plan are for convenience only, and shall not limit or affect the meaning, interpretation or construction of any of the provisions of the Plan. 14. Transferability. Stock Options granted under the Plan are not transferable. 15. Amendment. The Plan may be amended, suspended or terminated, without notice, by a majority vote of the Board of the Corporation. 16. Taxes. The issuance of shares of Common Stock under the Plan shall be subject to any applicable taxes or other laws or regulations of the United States of America and any state or local authority having jurisdiction thereover. -----END PRIVACY-ENHANCED MESSAGE-----