-----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, LZnlhCSrHD3dDotQWM4173NgKAcXMyFyJaeTjEGA5nomAcLxcPNYkdqbfMCR7XP9 Mf9pnCssxTq+U3ixTZ+bkA== 0000950109-96-003685.txt : 19960612 0000950109-96-003685.hdr.sgml : 19960612 ACCESSION NUMBER: 0000950109-96-003685 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960607 EFFECTIVENESS DATE: 19960626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05481 FILM NUMBER: 96578302 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 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 (I.R.S. Employer of Incorporation or Organization) Identification Number) One Penn Square P. O. Box 4887 Lancaster, Pennsylvania 17604 --------------------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) Fulton Financial Corporation 1996 Incentive Stock Option Plan -------------------------------- (Full Title of the Plan) Rufus A. Fulton, Jr., President and Copy to: Chief Executive Officer Nancy Mayer Hughes, Esquire Fulton Financial Corporation Barley, Snyder, Senft & Cohen One Penn Square 126 East King Street 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) --------------------------------
==================================================================================================================================== Proposed maximum Proposed maximum Title of Securities to Amount to be offering price per aggregate offering Amount of be Registered registered/1/ share/2/ price registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock $2.50 par 1,650,000 $19.875 $32,793,750.00 $11,308.19 value per share - ------------------------------------------------------------------------------------------------------------------------------------ (1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to cover additional securities to be offered or issued pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. - ------------------------------------------------------------------------------------------------------------------------------------ (2) Determined, in accordance with Rule 457(c), upon the basis of the average of the high and low prices of the registrant's common stock as reported on the NASDAQ National Market System as of May 30, 1996. ====================================================================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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, 1995. (b) The registrant's Quarterly Report filed on Form 10-Q for the quarter ended March 31, 1996. (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 was declared effective on December 22, 1995. 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. Item 4. Description of Securities. - ------- -------------------------- A description of the registrant's Common Stock to be offered is not provided in this registration statement because such class of the registrant's securities is registered under Section 12 of the 1934 Act. Item 5. Interests of Named Experts and Counsel. - ------- --------------------------------------- Neither the registrant's independent auditors, Arthur Andersen LLP, nor the registrant's counsel, Barley, Snyder, Senft & Cohen, nor any individual employed by or associated with either such firm in a professional capacity, was employed by the registrant in connection with matters described in this registration statement on a contingent basis or has, or is to receive in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its subsidiaries or was connected with the registrant or any of its subsidiaries as a promoter, managing underwriter (or any principal underwriter, if there are no managing 2 underwriters), voting trustee, officer or employee. John O. Shirk is a partner in the law firm of Barley, Snyder, Senft & Cohen and is a member of the Board of Directors of the registrant. Item 6. Indemnification of Directors and Officers. - ------- ------------------------------------------ Under Pennsylvania law, corporations have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she will be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of a duty to the corporation and to make any other indemnification that will be authorized by the articles of incorporation or bylaws or resolution adopted after notice to the shareholders. The Bylaws of the registrant provide for indemnification of its directors, officers, employees and agents to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania, provided that the person seeking indemnification acted in good faith, in a manner he or she reasonably believed to be in the best interests of the registrant, and without willful misconduct or recklessness. The registrant has purchased insurance to indemnify its directors, officers, employees and agents under certain circumstances. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the 1933 Act) may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions of the registrant's Bylaws, the registrant 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 unenforceable. Item 7. Exemption from Registration Claimed. - ------- ------------------------------------ Restricted securities will not be reoffered or resold pursuant to this registration statement. 3 Item 8. Exhibits. - ------- --------- Number Exhibit - ------ ------- 4 Rights Agreement dated June 20, 1989, between Fulton Financial Corporation and Fulton Bank -- Incorporated by reference to Exhibit 1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 21, 1989 5 and 23(a) Opinion and Consent of Barley, Snyder, Senft & Cohen, with respect to the securities registered hereunder 23(b) Consent of Arthur Andersen LLP 24 Power of Attorney 99 Fulton Financial Corporation 1996 Incentive Stock Option Plan -- Incorporated by reference to Exhibit A of the Fulton Financial Corporation Proxy Statement dated March 26, 1996 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; 4 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. (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. 5 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, Commonwealth of Pennsylvania, on this 21st day of May, 1996. FULTON FINANCIAL CORPORATION By:/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 dates indicated.
TITLE DATE ----- ---- /s/ Jeffrey G. Albertson Director May 21, 1996 - --------------------------- Jeffrey G. Albertson /s/ James R. Argires Director May 21, 1996 - --------------------------- James R. Argires Director - --------------------------- Donald M. Bowman, Jr. /s/ Thomas D. Caldwell, Jr. Director May 21, 1996 - --------------------------- Thomas D. Caldwell, Jr. /s/ Beth Ann L. Chivinski Senior Vice President May 21, 1996 - --------------------------- and Controller Beth Ann L. Chivinski (Principal Accounting Officer) /s/ Harold D. Chubb Director May 21, 1996 - --------------------------- Harold D. Chubb /s/ William H. Clark, Jr. Director May 21, 1996 - --------------------------- William H. Clark, Jr.
6
TITLE DATE ----- ---- /s/ Frederick B. Fichthorn Director May 21, 1996 - --------------------------- Frederick B. Fichthorn /s/ Patrick J. Freer Director May 21, 1996 - --------------------------- Patrick J. Freer /s/ Rufus A. Fulton, Jr. President, Chief Executive May 21, 1996 - --------------------------- Officer and Director Rufus A. Fulton, Jr. (Principal Executive Officer) /s/ Eugene H. Gardner Director May 21, 1996 - --------------------------- Eugene H. Gardner /s/ Robert D. Garner Chairman of the Board May 21, 1996 - --------------------------- and Director Robert D. Garner /s/ Daniel M. Heisey Director May 21, 1996 - --------------------------- Daniel M. Heisey /s/ J. Robert Hess Director May 21, 1996 - --------------------------- J. Robert Hess /s/ Carolyn R. Holleran Director May 21, 1996 - --------------------------- Carolyn R. Holleran /s/ Clyde W. Horst Director May 21, 1996 - --------------------------- Clyde W. Horst /s/ Bernard J. Metz, Sr. Director May 21, 1996 - --------------------------- Bernard J. Metz, Sr. /s/ Charles J. Nugent Executive Vice President and May 21, 1996 - --------------------------- Chief Financial Officer Charles J. Nugent (Principal Financial Officer) /s/ Arthur M. Peters, Jr. Director May 21, 1996 - --------------------------- Arthur M. Peters, Jr.
7
TITLE DATE ----- ---- /s/ Stuart H. Raub, Jr. Director May 21, 1996 - -------------------------------- Stuart H. Raub, Jr. /s/ Donald E. Ruhl Director May 21, 1996 - -------------------------------- Donald E. Ruhl /s/ Mary Ann Russell Director May 21, 1996 - -------------------------------- Mary Ann Russell /s/ William E. Rusling Director May 21, 1996 - -------------------------------- William E. Rusling /s/ John O. Shirk Director May 21, 1996 - -------------------------------- John O. Shirk /s/ R. Scott Smith Executive Vice President May 21, 1996 - -------------------------------- R. Scott Smith /s/ James K. Sperry Director May 21, 1996 - -------------------------------- James K. Sperry - -------------------------------- Director Kenneth G. Stoudt
8 EX-5 2 OPINION OF COUNSEL EXHIBIT 5 LAW OFFICES Barley, Snyder, Senft & Cohen 126 East King Street, Lancaster, Pennsylvania 17602-2893 Telephone (717) 299-5201 Telecopier (717) 291-4660 LAVERE C. SENFT DONN I. COHEN 100 EAST MARKET STREET HARRY J. RUBIN ROBERT J. STEWART P.O. BOX 15012 H. ROBERT LASDAY JOHN O. SHIRK YORK, PA 17405-7012 DONALD E. LeFEVER W. JEFFREY SIDEBOTTOM TELEPHONE (717) 846-8888 CHRISTOPHER W. MATTSON DONALD D. GEYER TELECOPIER (717) 843-8492 FREDERICK S. SPANGLER JESSE C. ROBINSON REES GRIFFITHS JAMES A. HUMPHREYS III 240 NORTH THIRD STREET PAUL M. BROWNING KATHLEEN ANN GRAY P.O. BOX 1129 JAMES R. ADAMS GEORGE C. WERNER, JR. HARRISBURG, PA 17105-1129 DAVID R. KELLER JEFFREY D. LOBACH TELEPHONE (717) 238-8263 JAMES W. SAXTON CAROLINE M. HOFFER TELECOPIER (717) 238-8278 ROBERT W. HALLINGER STEVEN J. KOEHLER VAL E. WINTER NEDRIC L. NISSLY RETIRED ELAINE PENNINGTON STANKO THOMAS J. LOVELASS RALPH M. BARLEY PAUL D. CLOUSER MICHAEL A. MOORE CHARLES R. COOPER, JR. CHRISTOPHER A. STUMP KENDRA D. MCGUIRE JOHN T. BARBER PAUL G. MATTAINI* TIMOTHY P. BROWN ANNE E. DOLINER NANCY MAYER HUGHES ERIC L. WINKLE MICHAEL S. BUTLER COUNSEL MICHAEL W. DAVIS KATHERINE BETZ KRAVITZ PAUL A. MUELLER, JR. HANNA A. DUNLAP RONALD H. POLLOCK, JR. ARTHUR E. WILMARTH, JR. MELANIE A. ZAMPINI BARBARA B. MAY RICHARD L. GRUBB BEVERLY J. POINTS RICHARD A. SNYDER JENNIFER A. KLINE KATHLEEN M. QUARTO (1945-1992) JENNIFER L. CRAIGHEAD SCOTT F. LANDIS MARY ANN MOSCONY COOKE CHRISTOPHER A. HACKMAN AUBREY L. HANFORD PAUL W. MINNICH May 21, 1996 *ADMITTED IN NEW HAMPSHIRE ONLY WRITER'S DIRECT DIAL NUMBER (717) 399-1519 Fulton Financial Corporation One Penn Square P. O. Box 4887 Lancaster, PA 17604 Re: Fulton Financial Corporation 1996 Incentive Stock Option Plan -------------------------------- Dear Ladies and Gentlemen: We have acted as counsel to Fulton Financial Corporation (the "Company") 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 1,650,000 shares of the $2.50 par value common stock (the "Common Stock") of the Company to be issued pursuant to the terms of the Company's 1996 Incentive Stock Option Plan (the "Option Plan"). This Opinion Letter is provided pursuant to the requirements of Item 601(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 Fulton Financial Corporation May 21, 1996 Page 2 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 Option Plan, the Accord or the Pennsylvania Supplement. In addition to conditions and assumptions set forth in the Accord and the Pennsylvania Supplement, our opinions herein are subject to the assumption that the shares of the Common Stock will be issued in strict accordance with the terms of the Option Plan and the statutory laws of the Commonwealth of Pennsylvania. Based upon and subject to the foregoing, we are of the opinion that the shares of the Common Stock to be issued pursuant to the Option Plan have been duly authorized and, when issued, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the registration statement and to the references to this firm under Item 5 regarding "Interests of Named Experts and Counsel." Very truly yours, BARLEY, SNYDER, SENFT & COHEN By: /s/ Paul G. Mattaini ---------------------- Paul G. Mattaini PGM/jfb/271793.1 EX-23.B 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23(B) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated January 26, 1996, included in Fulton Financial Corporation's Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this Form S-8 Registration Statement. Lancaster, PA /s/ ARTHUR ANDERSEN LLP June 5, 1996 EX-24 4 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned officers and directors of Fulton Financial Corporation hereby constitute and appoint Rufus A. Fulton, Jr. and Charles J. Nugent, or either of them individually, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority to sign for the undersigned and in their respective names, in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement and generally to take all such steps as may be necessary or appropriate to enable Fulton Financial Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission related thereto, hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, as herein authorized.
Signature Capacity Date --------- -------- ---- /s/ Jeffrey G. Albertson Director May 21, 1996 - ---------------------------------- (Jeffrey G. Albertson) /s/ James R. Argires Director May 21, 1996 - ---------------------------------- (James R. Argires) Director - ---------------------------------- (Donald M. Bowman, Jr.) /s/ Thomas D. Caldwell, Jr. Director May 21, 1996 - ---------------------------------- (Thomas D. Caldwell, Jr.) Senior Vice President May 21, 1996 /s/ Beth Ann L. Chivinski and Controller - ---------------------------------- (Principal Accounting (Beth Ann L. Chivinski) Officer) /s/ Harold D. Chubb Director May 21, 1996 - ---------------------------------- (Harold D. Chubb)
Signature Capacity Date - --------- -------- ---- /s/ William H. Clark, Jr. Director May 21, 1996 - ---------------------------------- (William H. Clark, Jr.) /s/ Frederick B. Fichthorn Director May 21, 1996 - --------------------------------- (Frederick B. Fichthorn) /s/ Patrick J. Freer Director - --------------------------------- (Patrick J. Freer) President, Chief May 21, 1996 /s/ Rufus A. Fulton, Jr. Executive Officer and - --------------------------------- Director (Rufus A. Fulton, Jr.) (Principal Executive Officer) /s/ Eugene H. Gardner Director May 21, 1996 - --------------------------------- (Eugene H. Gardner) Chairman of the Board May 21, 1996 /s/ Robert D. Garner and Director - --------------------------------- (Robert D. Garner) /s/ Daniel M. Heisey Director May 21, 1996 - --------------------------------- (Daniel M. Heisey) /s/ J. Robert Hess Director May 21, 1996 - --------------------------------- (J. Robert Hess) /s/ Carolyn R. Holleran Director May 21, 1996 - --------------------------------- (Carolyn R. Holleran) /s/ Clyde W. Horst Director May 21, 1996 - --------------------------------- (Clyde W. Horst)
Signature Capacity Date --------- -------- ---- /s/ Bernard J. Metz, Sr. Director May 21, 1996 - --------------------------------- (Bernard J. Metz, Sr.) Executive Vice May 21, 1996 /s/ Charles J. Nugent President and Chief - --------------------------------- Financial Officer (Charles J. Nugent) (Principal Financial Officer) /s/ Arthur M. Peters, Jr. Director May 21, 1996 - --------------------------------- (Arthur M. Peters, Jr.) /s/ Stuart H. Raub, Jr. Director May 21, 1996 - --------------------------------- (Stuart H. Raub, Jr.) /s/ Donald E. Ruhl Director May 21, 1996 - --------------------------------- (Donald E. Ruhl) /s/ William E. Rusling Director May 21, 1996 - --------------------------------- (William E. Rusling) /s/ Mary Ann Russell Director May 21, 1996 - --------------------------------- (Mary Ann Russell) /s/ John O. Shirk Director May 21, 1996 - --------------------------------- (John O. Shirk) Executive Vice May 21, 1996 /s/ R. Scott Smith President - --------------------------------- (R. Scott Smith) /s/ James K. Sperry Executive Vice May 21, 1996 - --------------------------------- President and (James K. Sperry) Director
Signature Capacity Date --------- -------- ---- /s/ Kenneth G. Stoudt Director May 21, 1996 - --------------------------------- (Kenneth G. Stoudt)
-----END PRIVACY-ENHANCED MESSAGE-----