-----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, IYsNAQVTcrLdqtOCAqw9ZoN/rPnXo+g/P7gW9nkzMkzakIDoS76S8Q/XjaJzXd+5 gu/7wBGG5NTMoUsyvOoZ6g== /in/edgar/work/20000830/0000950109-00-003737/0000950109-00-003737.txt : 20000922 0000950109-00-003737.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950109-00-003737 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000830 EFFECTIVENESS DATE: 20000830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44788 FILM NUMBER: 713568 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 S-8 1 0001.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER the Securities Act of 1933 FULTON FINANCIAL CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2195389 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) One Penn Square P.O. Box 4887 Lancaster, PA 17604 ------------------- (Address of Principal Executive Offices) Options to purchase common stock of Registrant issued by the Registrant pursuant to an Agreement and Plan of Merger, dated as of February 23, 2000 and amended as of May 1, 2000, between the Registrant and Skylands Financial Corporation, upon conversion of outstanding options to purchase common stock of Skylands issued by Skylands under its 1991 Non-qualified Stock Option Plan, 1994 Amended and Restated Incentive Stock Option Plan, 1996 Incentive Stock Option Plan and 1997 Incentive Stock Option Plan ------------------------------------------------------ (Full title of the plan) with a copy to: Rufus A. Fulton, Jr., Chairman, Paul G. Mattaini, Esquire President and Chief Executive Officer Barley, Snyder, Senft & Cohen, LLC Fulton Financial Corporation 126 East King Street One Penn Square, P.O. Box 4887 Lancaster, PA 17602-2893 Lancaster, PA 17604 - ------------------------ (Name and address of agent for service) (717) 291-2411 -------------- (Telephone number, including area code of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered(1)(2) Offering Price Per Aggregate Offering Registration Fee Share(3) Price(3) - ------------------------------------------------------------------------------------------------------------------ Common Stock, Par value $2.50 249,951 10.90 2,724,466 $719.26 - ------------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock of Fulton Financial Corporation registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock. (2) Represents the number of shares of common stock of Fulton Financial reserved for issuance as a result of the conversion of options to purchase common stock of Skylands Financial Corporation into options to purchase common stock of Fulton Financial pursuant to an Agreement and Plan of Merger, dated as of February 23, 2000 and amended as of May 1, 2000, between Fulton Financial and Skylands Financial. (3) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended. The proposed maximum offering price per share is equal to the weighted average exercise price for the options, as converted, to purchase shares of common stock. This Registration Statement shall become automatically effective upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 CFR Section 230.462. 2 Part II ------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the registrant with the Securities and Exchange Commission are incorporated in and made a part of this registration statement by reference as of their respective dates: (a) The registrant's Annual Report filed on Form 10-K for the year ended December 31, 1999. (b) The registrant's Quarterly Report filed on Form 10-Q for the quarter ended March 31, 2000. (c) The description of the registrant's Common Stock in the registrant's Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the 1933 Act), which became effective on June 12, 2000. (d) All documents hereinafter filed by the registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable because the common stock is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act 3 is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, approved by shareholders, providing for the elimination of a director's liability for monetary damages for any action taken or any failure to take any action unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The bylaws of Fulton Financial provide for (1) indemnification of directors, officers, employees and agents of the registrant and its subsidiaries and (2) the elimination of a director's liability for monetary damages, to the fullest extent permitted by Pennsylvania law. Directors and officers are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by Fulton Financial. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable because no restricted securities will be reoffered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS. The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): Number Exhibit - ------ ------- 4.1 Common Stock Certificate 4.2 Rights Agreement, dated April 27, 1999 by and between Fulton Financial Corporation and Fulton Bank, incorporated by reference to Exhibit 4 of Registant's Form 8-K filed May 6, 1999 5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the securities 23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (this Exhibit is part of Exhibit 5) 23.2 Consent of Arthur Andersen LLP 24 Power of attorney (this Exhibit is part of Signature Page) 4 99.1 1991 Non-qualified Stock Option Plan, incorporated by reference to Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.2 1994 Amended and Restated Incentive Stock Option Plan, incorporated by reference to Exhibit 10(a) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.3 1996 Incentive Stock Option Plan, incorporated by reference to Exhibit 10(d) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.4 1997 Incentive Stock Option Plan, incorporated by reference to Exhibit 10(c) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 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, represents 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 or Form S-8 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 (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 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 Act 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 a 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 Act and will be governed by the final adjudication of such issue. 6 Exhibit Index Number Exhibit - ------ ------- 4.1 Rights Agreement, dated April 27, 1999 by and between Fulton Financial Corporation and Fulton Bank, incorporated by reference to Exhibit 4 of Registant's Form 8-K filed May 6, 1999 5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the securities 23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (this Exhibit is part of Exhibit 5) 23.2 Consent of Arthur Andersen LLP 24 Power of attorney (this Exhibit is part of Signature Page) 99.1 1991 Non-qualified Stock Option Plan, incorporated by reference to Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.2 1994 Amended and Restated Incentive Stock Option Plan, incorporated by reference to Exhibit 10(a) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.3 1996 Incentive Stock Option Plan, incorporated by reference to Exhibit 10(b) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 99.4 1997 Incentive Stock Option Plan, incorporated by reference to Exhibit 10(c) of Skylands Financial Corporation's Form 10-SB, filed on May 14, 1999 EX-5 2 0002.txt OPINION OF BARLEY, SNYDER, & COHEN, LLC Exhibit 5 - Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the securities [ON BARLEY, SNYDER, SENFT & COHEN, LLC LETTERHEAD] PAUL G. MATTAINI Direct Dial Number: (717) 399-1519 E-mail: pmattaini@barley.com August 1, 2000 Fulton Financial Corporation One Penn Square Lancaster, PA 17604 Re: Form S-8 Registration Statement Dear Ladies and Gentlemen: We have acted as counsel to Fulton Financial Corporation ("Fulton") in connection with the registration under the Securities Act of 1933, as amended, by means of a registration statement on Form S-8 (the "Registration Statement"), of 249,951 shares of the $2.50 par value common stock of FFC ("Common Stock"), to be issued upon exercise of options previously granted by Skylands Financial Corporation ("Skylands") pursuant to its 1991 Non-qualified Stock Option Plan, 1994 Amended and Restated Incentive Stock Option Plan, 1996 Incentive Stock Option Plan, and 1997 Incentive Stock Option Plan (collectively the "Plans"), and converted into options to purchase Common Stock of Fulton (the "Options") upon the acquisition of Skylands by Fulton on August 1, 2000, pursuant to an Agreement and Plan of Merger, dated as of February 23, 2000, and amended and restated as of May 1, 2000 (the "Merger Agreement"), entered into between Fulton and Skylands. The Registration Statement also registers an indeterminate number of additional shares which may be necessary to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. This Opinion Letter is provided pursuant to the requirements of Item601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for inclusion as an exhibit to the Registration Statement. This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the American Bar Association's Section of Business Law (1991), as supplemented or modified by the Pennsylvania Third-Party Legal Opinion Supplement (the "Pennsylvania Supplement") of the Pennsylvania Bar Association's Section of Corporation, Banking and Business Law (1992). As a consequence, this Opinion Letter is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord and the Pennsylvania Supplement, and this Opinion Letter shall be read in conjunction therewith. The Law covered by the opinions expressed herein is limited to the federal law of the United States of America and the law of the Commonwealth of Pennsylvania. Except as otherwise indicated herein, capitalized terms used in this Opinion Letter are defined and set forth in the Merger Agreement, the Accord or the Pennsylvania Supplement. Our opinions herein are subject to the following conditions and assumptions, in addition to those set forth in the Accord and the Pennsylvania Supplement: (1) The shares of Common Stock issuable pursuant to the exercise of the Options will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of the Options; (2) On the dates the Options are exercised, the Options will constitute valid, legal and binding obligations of Fulton and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to Fulton in accordance with their terms; (3) No other change occurs in applicable law or the pertinent facts; and (4) The provision of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based upon and subject to the foregoing, and subject to the assumptions set forth herein, we are of the opinion that the shares of Common Stock to be issued pursuant to the exercise of the Options have been duly authorized and, upon receipt by Fulton of the consideration required thereby, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Paul G. Mattaini Paul G. Mattaini EX-23.2 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.2 - Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 21, 2000, included in Fulton Financial Corporation's Form 10-K for the year ended December 31, 1999. /s/ Arthur Andersen LLP Lancaster, Pa., August 28, 2000 EX-24 4 0004.txt POWER OF ATTORNEY 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 City of Lancaster, State of Pennsylvania, on June 20, 2000. FULTON FINANCIAL CORPORATION /s/ Rufus A. Fulton, Jr. ---------------------------------------- Rufus A. Fulton, Jr., President and Chief Executive Officer 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 date indicated. Each person whose signature appears below also constitutes and appoints William R. Colmery and Charles J. Nugent and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent 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. SIGNATURE CAPACITY DATE /s/ Jeffrey A. Albertson June 20, 2000 - --------------------------- Jeffrey A. Albertson Director /s/ William H. Clark, Jr. June 20, 2000 - --------------------------- William H. Clark, Jr. Director Chairman of the Board, President /s/ Rufus A. Fulton, Jr. and Chief Executive Officer, June 20, 2000 - --------------------------- and Director (Principal Rufus A. Fulton, Jr. Executive Officer) /s/ Eugene H. Gardner June 20, 2000 - --------------------------- Eugene H. Gardner Director /s/ Clyde W. Horst June 20, 2000 - --------------------------- Clyde W. Horst Director /s/ James P. Argires, M.D. June 20, 2000 - --------------------------- James P. Argires, M.D. Director /s/ Donald M. Bowman, Jr. June 20, 2000 - --------------------------- Donald M. Bowman, Jr. Director /s/Frederick B. Fichthorn June 20, 2000 - --------------------------- Frederick B. Fichthorn Director /s/ Charles V. Henry, III June 20, 2000 - --------------------------- Charles V. Henry, III Director /s/ Joseph J. Mowad, M.D. June 20, 2000 - --------------------------- Joseph J. Mowad, M.D. Director /s/ John O. Shirk June 20, 2000 - --------------------------- John O. Shirk Director /s/ James K. Sperry June 20, 2000 - --------------------------- James K. Sperry Director /s/ Kenneth G. Stoudt June 20, 2000 - --------------------------- Kenneth G. Stoudt Director /s/ Partick J. Freer June 20, 2000 - --------------------------- Patrick J. Freer Director /s/ Robert D. Garner June 20, 2000 - --------------------------- Robert D. Garner Director /s/ J. Robet Hess June 20, 2000 - --------------------------- J. Robert Hess Director /s/ Carolyn R. Holleran June 20, 2000 - --------------------------- Carolyn R. Holleran Director /s/ Samuel H. Jones, Jr. June 20, 2000 - --------------------------- Samuel H. Jones, Jr. Director /s/ Donald W. Lesher, Jr. June 20, 2000 - --------------------------- Donald W. Lesher, Jr. Director /s/ Stuart H. Raub, Jr. June 20, 2000 - --------------------------- Stuart H. Raub, Jr. Director /s/ Mary Ann Russell June 20, 2000 - --------------------------- Mary Ann Russell Director /s/ Charles J. Nugent Executive Vice President and June 20, 2000 - --------------------------- Chief Financial Officer Charles J. Nugent (Principal Financial Officer) /s/ Craig A. Dally Director June 20, 2000 - --------------------------- Craig A. Dally /s/ Michael J. DePorter Vice President and Assistant June 20, 2000 - --------------------------- Corporate Controller (Principal Michael J. DePorter Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----