-----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, TSTNWr/21Qdg0CF9Ch/fTwY/MN/fIXniMrbQSHpSXEbDYuTOGUoWFei1MHSXU5hR mbsOqKQmbEAZl/fnN0a0fA== 0000912057-96-000848.txt : 19960129 0000912057-96-000848.hdr.sgml : 19960129 ACCESSION NUMBER: 0000912057-96-000848 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960126 EFFECTIVENESS DATE: 19960214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXECUFIRST BANCORP INC CENTRAL INDEX KEY: 0000834285 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232486815 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00443 FILM NUMBER: 96507366 BUSINESS ADDRESS: STREET 1: 1513 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155643300 MAIL ADDRESS: STREET 1: 1513 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: FIRST EXECUTIVE BANCORP INC DATE OF NAME CHANGE: 19881113 S-8 1 S-8 As filed with the Securities and Exchange Commission on January 26, 1996 Registration No. 33- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ EXECUFIRST BANCORP, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA (STATE OR OTHER JURISDICTION OR INCORPORATION OR ORGANIZATION) 23-2486815 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 1513 WALNUT STREET PHILADELPHIA, PA 19102 (Address of principal executive offices) EXECUFIRST BANCORP, INC. STOCK OPTION PLAN (Full Title of Plan) ZVI H. MUSCAL EXECUFIRST BANCORP, INC. 1513 WALNUT STREET PHILADELPHIA, PENNSYLVANIA 19102 (Name and address of agent for service) (215) 564-3300 (Telephone number, including area code, of agent for service) __________ Copies to: Stephen T. Burdumy, Esquire Klehr, Harrison, Harvey, Branzburg & Ellers 1401 Walnut Street Philadelphia, Pennsylvania 19102 (215) 568-6060 CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration to be Registered Registered Price Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share 83,500 Shares $6.00(1) $501,000(1) $1,452.90
(1) Based on the closing sale price of the Registrant's common stock as reported on the NASDAQ Small Cap Market on January 25, 1996, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. PART I INFORMATION REQUIRED IN PROSPECTUS A reoffer prospectus prepared in accordance with the requirements of Part I of Form S-3 is being filed with the Commission as part of this Registration Statement. The Section 10(a) prospectus is not being filed with the Commission as part of this Registration Statement. PROSPECTUS EXECUFIRST BANCORP, INC. 1513 WALNUT STREET PHILADELPHIA, PA 19102 (215) 564-3300 _____________ 83,500 SHARES OF COMMON STOCK $.01 VALUE PER SHARE ____________ The shares of common stock, par value $.01 per share ("COMMON STOCK"), of ExecuFirst Bancorp, Inc. (the "COMPANY") offered hereby are being sold by certain officers of the Company (the "SELLING SHAREHOLDERS") who are offering or may offer shares of Common Stock (the "SHARES") which may be acquired by them from time to time from the Company upon the exercise of options to purchase such Shares granted to the Selling Shareholders by the Company pursuant to the Company's Stock Option Plan, as amended (the "1988 PLAN"). See "SELLING SHAREHOLDERS." It is anticipated that the Shares may be offered for sale by one or more of the Selling Shareholders, in the discretion of each, on delayed or continuous basis from time to time in transactions in the open market at prices prevailing at the time of sale on the National Association of Securities Dealers Automated Quotation System or in negotiated transactions. Such transactions may be effected directly by the Selling Shareholders, each acting as principal for his own account. Alternatively, such transactions may be effected through brokers, dealers or other agents designated from time to time by the Selling Shareholders, and such brokers, dealers or other agents may receive compensation in the form of customary brokerage commissions or concessions from the Selling Shareholders or from the purchasers of the Shares. The Selling Shareholders also may pledge Shares as collateral, and such Shares could be resold pursuant to the terms of such pledges. The Selling Shareholders, brokers who execute orders on their behalf, and other persons who participate in the offering of the Shares on their behalf may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and a portion of the proceeds of sales and commissions or concessions therefore may be deemed underwriting compensation for purposes of the Securities Act. The Company will not receive any part of the proceeds from the sale of Shares by Selling Shareholders. The Company will pay all costs and expenses incurred by it in connection with the registration of the Shares under the Securities Act. The Selling Shareholders will pay the costs associated with any sales of Shares, including any discounts, commissions and applicable transfer taxes. See "RISK FACTORS" beginning on page 5 for a discussion of certain factors to be considered by purchasers of the Shares. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS JANUARY 26, 1996. 1 NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY A SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. __________ TABLE OF CONTENTS __________ PAGE ---- Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Description of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 8 83,500 Shares EXECUFIRST BANCORP, INC. Common Stock __________ PROSPECTUS __________ JANUARY 26, 1996 2 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS OF WHICH INFORMATION IS SET FORTH HEREIN. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "COMMISSION"). Such reports, proxy and information statements and other information can be inspected and copied at prescribed rates at the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional offices located at 7 World Trade Center, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The Common Stock of the Company is listed on the NASDAQ Small Cap Market, and reports, proxy and information material and other information concerning the Company may be inspected at the offices of NASDAQ, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. The Prospectus constitutes a part of the registration statement on Form S-8 (the "REGISTRATION STATEMENT") filed by the Company with the Commission under the Securities Act with respect to the securities offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to the Company and the securities offered hereby. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Commission and may be obtained upon payment of the prescribed fee or may be examined without charge at the Public Reference Section of the Commission described above. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the company of the applicable document filed with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994; (b) The Company's Quarterly Report on Form 10-QSB for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995 (as amended by Form 10-QSB/A dated January 18, 1996); (c) The Company's Current Report on Form 8-K dated April 7, 1995; and (d) The description of the Common Stock contained in the Company's Registration Statement (filed under the Company's former name, First Executive Bancorp, Inc.) on Form S-1, No. 33-22492 dated June 14, 1988, including all amendments and reports filed for the purpose of updating such description (the "REGISTRATION STATEMENT ON FORM S-1"). All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the completion or termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing or such documents. Any statement contained 3 in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request, a copy of any or all such documents which are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Written or oral request for copies should be directed to Corporate Secretary, ExecuFirst Bancorp, Inc., 1513 Walnut Street, Philadelphia, Pennsylvania 19102. THE COMPANY The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BANK HOLDING COMPANY ACT"). It was incorporated under the laws of the Commonwealth of Pennsylvania on November 16, 1987 and became a bank holding company on November 2, 1988 when it acquired all of the authorized capital stock of First Executive Bank ("FIRST EXECUTIVE BANK"). The Company provides banking services through First Executive Bank and does not presently engage in any activities other than banking activities. The principal executive offices of the Company and First Executive Bank are located at 1513 Walnut Street, Philadelphia, PA 19102. The telephone number is (215) 564-3300. RISK FACTORS The securities offered hereby are speculative in nature and involve a high degree of risk. In addition to the other information set forth in this Prospectus (including the information set forth in the documents incorporated herein by reference), the following factors should be considered carefully by prospective investors in evaluating an investment in the Shares offered by this Prospectus. PROPOSED MERGER; MATTERS RELATED TO MARKET PRICE. On November 17, 1995, the Company entered into an Agreement and Plan of Merger (the "PLAN OF MERGER") with Republic Bancorporation, a Pennsylvania corporation ("REPUBLIC"), pursuant to which Republic will be merged with and into the Company (the "MERGER"). Republic is a bank holding company, registered under the Bank Holding Company Act, which owns all of the authorized capital stock of Republic Bank ("REPUBLIC BANK"). Under the terms of the Plan of Merger, each outstanding share of Republic common stock will be exchanged for shares of the Company's Common Stock, subject to any perfected exercise of dissenters' rights, with cash being paid in lieu of any fractional share interest. The exchange ratio for the stock exchange will be determined by the relative per share book values of the Company's Common Stock and Republic's common stock at the end of the quarter immediately preceding the consummation of the Merger. The Merger is subject to regulatory and shareholder approval and is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. Following the Merger, First Executive Bank and Republic Bank will merge and conduct business under Republic Bank's charter (the "MERGED BANK"). The Merger is expected to be consummated in April 1996. It is currently anticipated that approximately 1,350,250 shares of Common Stock will be issued to Republic shareholders in exchange for their Republic common stock in the Merger. In addition, as an inducement and condition to Republic's willingness to enter into the Plan of Merger, the Company entered into the ExecuFirst Stock Option Agreement with Republic (the "STOCK OPTION AGREEMENT"). Pursuant to the Stock Option Agreement, the Company granted an option to Republic to purchase up to an aggregate of 243,985 shares of the Company's Common Stock, which shares represent approximately 19.9% of the issued and outstanding Common Stock, at an exercise price of $5.00 (the "REPUBLIC OPTION"). The Republic Option is exercisable only in the event that (a) any person, or any group, acquires beneficial ownership of 22.5% or more of the voting power of the Company or any of its subsidiaries, or (b) the Company shall have proposed or entered into an agreement to effect (i) a merger, consolidation or similar transaction, (ii) the disposition, by sale, lease, exchange or otherwise, of assets or deposits of the Company or any of its subsidiaries representing 22.5% or more of the consolidated assets or deposits, or (iii) the issuance, sale, or other disposition by the Company of securities 4 representing 22.5% or more of the voting power of the Company or any of its subsidiaries (each, a "PURCHASE EVENT"). The Republic Option will terminate upon the earliest to occur of the effective time of the Merger, the termination of the Plan of Merger prior to the occurrence of a Purchase Event, or 12 months after the termination of the Plan of Merger following (y) occurrence of a Purchase Event or (z) if such termination is due to the willful breach by the Company of any covenant, representation or warranty contained therein. If the Merger is accomplished or the Republic Option exercised, the number of the Company's shares of Common Stock that are outstanding will be substantially increased. The influx of a large number of shares into the trading market may create downward pressures on the trading price of the Common Stock. REPURCHASE RIGHT UNDER STOCK OPTION AGREEMENT. In the event that the Plan of Merger and the Merger are terminated, Republic may have the right to require the Company to repurchase the Republic Option granted pursuant to the Stock Option Agreement, or any part thereof, or any shares of Common Stock issued pursuant to the Stock Option Agreement (the "REPURCHASE RIGHT"). If Republic exercises its Repurchase Right, the Company is obligated, within 10 business days of such exercise, to repurchase the Republic Option (or the Common Stock) at a specified price from immediately available funds (the "REPURCHASE CONSIDERATION"). The Company's repurchase obligation is subject to the approval of any regulatory authority which may be required in connection with the payment of all or any portion of the Repurchase Consideration, and will be modified or waived to the extent required by any such authority. The Repurchase Right will terminate when the right to exercise the Republic Option terminates (other than as a result of a complete exercise of the Republic Option). If and when the Repurchase Right is exercised, there can be no assurance that the Company will have the funds to pay the Repurchase Consideration or that if the Company has such immediately available funds, payment of the Repurchase Consideration, as modified or limited by any regulatory authority, will not have a material adverse effect on the Company's financial condition. INTEGRATION OF OPERATIONS. The Company and Republic have entered into the Plan of Merger with the expectation that the Merger will result in certain beneficial synergies. These include the combination of certain of the administrative and operational functions of the companies and their subsidiaries. Achieving these anticipated benefits will depend in part on whether the operations of First Executive Bank and Republic Bank can be integrated in an efficient and effective manner. There can be no assurances that such integration will occur or, if such integration does occur, that the anticipated benefits will result. The combination of the companies will require, among other things, integration of the banks' respective computer and software systems and coordination of the banks' marketing and customer service efforts. The successful integration of operations will be significantly influenced by the ability of the combined business to retain key management and other personnel. In addition, the integration of operations following the Merger may temporarily distract the attention of certain members of management from other responsibilities. The inability of management successfully to integrate the operations of the companies could have an adverse effect on the business and results of operations of the Merged Bank. RECENT COMPANY LOSSES; LOAN LOSS RESERVES. The Company sustained a net loss for the year ended December 31, 1994 of $834,339, or approximately $.68 per share of Common Stock. The net loss in 1994 was primarily the result of an increase in the provision for loan loss reserves associated with loan losses resulting from the bankruptcy of two significant borrowers. There can be no assurance that additions in the provision for loan loss reserves will not be required, and, if required, such additions could have a material adverse effect on the results of operation and profitability of First Executive Bank, the Merged Bank and the Company. WRITTEN AGREEMENTS. On May 24, 1995, the Company and First Executive Bank entered into Written Supervisory Agreements (the "WRITTEN AGREEMENTS") with each of the Board of Governors of the Federal Reserve System (the "FEDERAL RESERVE") and the Pennsylvania Department of Banking (the "DEPARTMENT OF BANKING"). In the course of a joint examination, the Federal Reserve and the Department of Banking identified certain alleged deficiencies and violations relating to (a) certain policies and procedures of First Executive Bank with respect to the documentation, review and granting of loans, certain aspects of its loan loss reserves, and certain internal controls; (b) the staff of First Executive Bank; and (c) certain reporting requirements under the Currency and Foreign Transaction Reporting Act. In order to remedy such alleged deficiencies and violations, but without admitting such 5 allegations, the Company and First Executive Bank agreed, among other things, to (a) not pay dividends or incur any debt except in the ordinary course of business without the prior approval of the Federal Reserve and/or the Department of Banking; (b) submit certain plans and reports with respect to the capital position of First Executive Bank, its proposed business activities, its executive management, and its loan policies and procedures and internal controls to the Federal Reserve and/or the Department of Banking; and (c) to establish a "Compliance Committee" composed of three outside directors to ensure compliance with the Written Agreements. There can be no assurances that the Company and the Merged Bank will not be subject to the terms of the Written Agreements or that the Company and the Merged Bank will not be subject to similar or identical agreements in the future. DIVIDENDS ON COMMON STOCK. The Company has not historically paid any dividends on its Common Stock. In addition to restrictions on the payment of dividends imposed by applicable Pennsylvania banking and/or corporate law, the payment of dividends is further restricted by the Written Agreements which require the Company to receive the prior approval of the Federal Reserve and/or the Department of Banking before paying any such dividends. In addition, upon consummation of the Merger, the payment of dividends will be further restricted by the terms of certain subordinated debentures previously issued by Republic, which subordinated debentures will be assumed by the Company. There can be no assurance that the Company will pay any dividends on its Common Stock in the future. COMPETITION. The market in which the Company and First Executive Bank compete is highly competitive. As a result of certain recent mergers and consolidations in the banking industry, many of the banks with which First Executive Bank competes are much larger, have more branches, greater name recognition and financial resources, and offer a wider variety of financial products and services. The Company believes that the Merged Bank will be more competitive in the Philadelphia market as a result of, among other things, certain projected internal cost savings, a projected increase in funds available for loans and the offering of more diversified products and services. However, there can be no assurance that the Company and the Merged Bank will be able to compete more successfully in the Philadelphia market than First Executive Bank on a stand alone basis or at all. KEY PERSONNEL. The Company and First Executive Bank are, and the Company and the Merged Bank will be, dependent to a large extent on the services of certain key personnel, including Mr. Zvi H. Muscal (currently President, Chief Executive Officer and Director of the Company and President and Chief Executive Officer of First Executive Bank), George Rapp (currently Executive Vice President and Chief Operating Officer for the Company and First Executive Bank), and certain personnel of Republic Bank. Each of such persons are expected to provide such services to the Company and/or the Merged Bank. The loss or disruption of the services of one or more of such persons could have a material adverse effect on the operations and the future performance of the Company and the Merged Bank. USE OF PROCEEDS The Company will not receive any proceeds from the sale of the Shares offered hereby; the Selling Shareholders will receive all of the net proceeds from the sale of the Shares of Common Stock offered hereby. 6 SELLING SHAREHOLDERS The following persons are current or former officers of the Company, each of whom is eligible to sell pursuant to this Prospectus the number of Shares set forth opposite his name in the table below.
TOTAL TOTAL NUMBER NUMBER OF OF SHARES SHARES SELLING OF COMMON STOCK OF COMMON STOCK PERCENTAGE SHAREHOLDERS BENEFICIALLY OWNED OF CLASS (1) SHARES OFFERED BENEFICIALLY OWNED OF CLASS(1) ------------ ------------------ ------------ -------------- ------------------ ----------- Zvi Muscal, 96,046 7.7% 60,000 36,046 * Chairman of the Board, President and Chief Executive Officer of the Company; President and Chief Executive Officer of First Executive Bank Ralph DeMucy, 17,000 * 12,000 5,000 * Senior Vice President of First Executive Bank Peter Bucci, former 3,500 * 3,500 0 0 Vice President of First Executive Bank Susan Horner, 1,500 * 1,500 0 0 Operations Officer of First Executive Bank David Altimari, 1,500 * 1,500 0 0 Operations Officer of First Executive Bank Kevin McAllister, 2,000 * 2,000 0 0 Vice President of First Executive Bank Madeline McLaughlin, 1,000 * 1,000 0 0 Assistant Vice President of First Executive Bank Michael Liebner, 1,000 * 1,000 0 0 Credit Manager of First Executive Bank Dawn Miller, 1,000 * 1,000 0 0 Banking Officer of First Executive Bank
_________________________ * Indicates less than 1% (1) Calculated in accordance with Section 13(d) of the Exchange Act and rules promulgated thereunder, based on 1,226,057 Shares of Common Stock outstanding as of January 25, 1996. 7 PLAN OF DISTRIBUTION The Common Stock is listed for trading on the NASDAQ Small Cap Market. The sale of the Shares offered hereby is not being underwritten. The Shares covered by this Prospectus may be offered and sold by the Selling Shareholders from time to time on the NASDAQ Small Cap Market through broker-dealers selected by the Selling Shareholders at market prices prevailing at the time of sale or on any other exchanges or automated quotation systems on which the Shares may be traded, in private transactions at negotiated prices, or otherwise. It is anticipated that such transactions will be effected without payment of any underwriting commissions or discounts, other than brokers' commissions or fees customarily paid in connection with such transactions, which commissions and fees will be borne by each Selling Shareholder. The Company has agreed to bear the costs of registering the Shares offered hereby under the Securities Act, but will not receive any of the proceeds from the sale of the Shares. There can be no assurance that the Selling Shareholders will sell any or all of the Shares offered hereby. DESCRIPTION OF COMMON STOCK The description of the Common Stock in the Registration Statement on Form S-1 is hereby incorporated by reference. 8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Company with the Securities and Exchange commission pursuant to the Securities Exchange Act of 1934 are incorporated into this Registration Statement by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994; (b) The Company's Quarterly Report on Form 10-QSB for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995 (as amended by Form 10-QSB/A dated January 18, 1996); (c) The Company's Current Report on Form 8-K dated April 7, 1995; and (d) The description of the Common Stock contained in the Company's Registration Statement (filed under its former name, First Executive Bancorp, Inc. on Form S-1, dated June 14, 1988, including all amendments and reports filed for the purpose of updating such description. All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the completion or termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Articles of Incorporation provide for (a) mandatory indemnification of officers and directors (including former officers and directors) of the Company to the fullest extent now or hereafter permitted by applicable law, (b) mandatory advancement or reimbursement of expenses to such indemnified persons (subject to an undertaking to repay all amounts so advanced in the event that it is determined that such person was not entitled to indemnification), and (c) indemnification, at the discretion of the Company's Board of Directors, of employees or agents of the Company, or of directors, officers, employees, agents, fiduciaries or trustees of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise so serving at the request of the Company. Indemnification may not be made by the Company in any case where the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by the Pennsylvania Business Corporation Law (the "BCL"). Section 1741 of the BCL permits indemnification only where the indemnified party acted in good faith and in a manner the indemnified party reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, where the indemnified party had no reasonable cause to believe that such indemnified party's conduct was unlawful. 9 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Any restricted securities to be offered or resold pursuant to this Registration Statement are exempt under Section 4(2) of the Securities Act, as amended, as a non-public offering of securities. ITEM 8. EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, counsel to the Company 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (included in the signature pages hereto) ITEM 9. UNDERTAKINGS. (a) The Company 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 posteffective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 the time shall be deemed to be the initial bona fide offering hereof. (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. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to its Articles of Incorporation, its bylaws, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification 10 is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Philadelphia, Commonwealth of Pennsylvania, on this ___ day of January, 1996. EXECUFIRST BANCORP, INC. By: /s/ Zvi H. MUSCAL -------------------------------- Zvi H. Muscal, Chairman of the Board President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned officers and directors of ExecuFirst Bancorp, Inc. whose signature appears below hereby appoints Zvi H. Muscal and George S. Rapp, jointly and each individually, as true and lawful attorneys-in-fact for the undersigned with full power of substitution, to execute in his name and on his behalf in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement as the attorney-in-fact shall deem appropriate, and to cause to be filed any such amendment (including exhibits thereto and other documents in connection therewith) to this Registration Statement with the Securities and Exchange Commission, as fully and to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact, or either of them, 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.
SIGNATURE TITLE(S) DATE - --------- -------- ---- /s/ ZVI H. MUSCAL Chairman of the Board, President January 10, 1996 ____________________ and Chief Executive Officer Zvi H. Muscal /s/ MICHAEL J. BRADLEY Director January 10, 1996 ____________________ Michael J. Bradley /s/ JOHN F. D'APRIX Director January 18, 1996 ____________________ John F. D'Aprix /s/ SHELDON E. GOLDBERG Director January 17, 1996 ____________________ Sheldon E. Goldberg /s/ JAMES E. SCHLEIF Director January 17, 1996 ____________________ James E. Schleif /s/ JOHN M. O'DONNELL Director January 17, 1996 ____________________ John M. O'Donnell /s/ ALLEN L. KRAMER Director January 9, 1996 ____________________ Allen L. Kramer /s/ GERALD LEVINSON Director January 17, 1996 ____________________ Gerald Levinson /s/ GEORGE RAPP Executive Vice President and January 9, 1996 ____________________ Chief Operating Officer George Rapp
12 EX-5 2 LETTER [KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LETTERHEAD] January 25, 1996 ExecuFirst Bancorp,Inc. 1513 Walnut Street Philadelphia, PA 19102 Gentlemen: We have acted as counsel to ExecuFirst Bancorp, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of the Company's registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") on January 24, 1996. The Registration Statement relates to the sale of an aggregate of up to 83,500 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"). In connection therewith, we have examined and relied upon the original or copies of (i) the Articles of Incorporation, as amended through the date hereof, and the By-laws of the Company; (ii) minutes and records of the corporate proceedings with respect to the issuance of the Shares of Common Stock described above; (iii) the Company's Amended Stock Option Plan as amended (the "Stock Option Plan"); and (iv) such other documents as we have deemed necessary as a basis for the opinion herewith set forth. In our examination of the foregoing documents, we have assumed (i) the due execution, by all relevant parties, and authorization of all agreements to which the Company or any of its subsidiaries is a party; (ii) the genuineness of all signatures; and (iii) the authenticity of all documents submitted to us as originals as well as the conformity to the originals of all documents submitted to us photostatic copies. January 24, 1996 Page 2 As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company, without any independent verification of their accuracy. Based upon the foregoing and subject to the qualifications hereinafter set forth, we are of the opinion that the aggregate of up to 83,500 Shares included in the Registration Statement and issuable upon exercise of options in accordance with the terms of the Stock Option Plan will, when issued, in accordance with the terms thereof, be legally issued, fully paid and non-assessable. We are members of the Bar of the Commonwealth of Pennsylvania and do not express any opinion as to matters governed by laws other than the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /S/ KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS EX-23.1 3 CONSENT LETTER [COOPERS & LYBRAND LETTERHEAD] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statement of ExecuFirst Bancorp, Inc. on Form S-8 of our report dated March 16, 1995, on our audits of the consolidated financial statements of ExecuFirst Bancorp, Inc. as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which report is included in the Annual Report on Form 10-KSB. /s/ COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania January 3, 1996 -----END PRIVACY-ENHANCED MESSAGE-----