-----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, Ohp6q+O9u9ATJ91IafhtgvM5Miy1VjpAUCC6BfYOhH4UE5w2Y/Mpt2s7bMl+ndcr u9kRXcx4NG39U76dmW3YaA== 0000950165-97-000104.txt : 19970819 0000950165-97-000104.hdr.sgml : 19970819 ACCESSION NUMBER: 0000950165-97-000104 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970818 EFFECTIVENESS DATE: 19970818 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL BANCSHARES OF PENNSYLVANIA INC CENTRAL INDEX KEY: 0000922487 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 231627866 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-25855 FILM NUMBER: 97665884 BUSINESS ADDRESS: STREET 1: 732 MONTGOMERY AVE CITY: NARBERTH STATE: PA ZIP: 19072 BUSINESS PHONE: 6106684700 MAIL ADDRESS: STREET 1: 732 MONGTOMERY AVENUE CITY: NARBERTH STATE: PA ZIP: 19072 S-8 POS 1 ROYAL BANCSHARES FORM S-8POS As filed with the Securities and Exchange Commission on August 18, 1997 Registration No. 333-25855 _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROYAL BANCSHARES OF PENNSYLVANIA, INC. (Exact Name of Registrant As Specified In Its Charter) Pennsylvania 23-2812193 ----------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 732 Montgomery Avenue, Narberth, Pennsylvania 19072-2090 - -------------------------------- ---------------- (Address of principal executive (Zip Code) offices) ROYAL BANCSHARES OF PENNSYLVANIA, INC. STOCK OPTION AND APPRECIATION RIGHT PLAN ROYAL BANCSHARES OF PENNSYLVANIA, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN -------------------------------------------------------- (Full title of the plans) ___________________________ Lee E. Tabas, President and Copies to: Chief Executive Officer Nicholas Bybel, Jr., Esquire ROYAL BANCSHARES OF PENNSYLVANIA, B. Tyler Lincoln, Esquire INC. SHUMAKER WILLIAMS, P.C. 732 Montgomery Avenue Post Office Box 88 Narberth, Pennsylvania 19072-2090 Harrisburg, Pennsylvania 17108 (610) 668-4700 (717) 763-1121 - --------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Page 1 of 17 Sequentially Numbered Pages Index to Exhibits Found on Page 6 Royal Bancshares of Pennsylvania, Inc. (the "Company") files this Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 33-25855, filed with the Commission on April 25, 1997, to amend Section 2.1(d) of the Plan to revise the definition of "Outside Director". Item 8. Exhibit No. 4.1 Articles of Incorporation of Royal Bancshares of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3(i) to Registrant's Registration Statement No. 0-26366 on Form S-4.) 4.2 Bylaws of Royal Bancshares of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3(ii) to Registrant's Registration Statement No. 0-26366 on Form S-4.) 4.3 Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right Plan. (Previously Filed). 4.4 Amended and Restated Royal Bancshares of Pennsylvania, Inc. Outside Directors' Stock Option Plan. 5 Opinion of Shumaker Williams, P.C. (Previously Filed). 23.1 Consent of Grant Thornton, LLP. (Previously Filed). 23.2 Consent of Shumaker Williams, P.C. (Previously Filed). 24 Power of Attorney of Directors and Officers (Previously Filed). 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; and (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) shall 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 Commission 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 the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (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 of the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action 2 suit or proceeding as 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. 3 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 Post Effective Amendment No. 1 to the Registrant's Registration Statement No. 333-25855, originally filed with the Commission on April 25, 1997, to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Narberth, Commonwealth of Pennsylvania, on August 15, 1997. ROYAL BANCSHARES OF PENNSYLVANIA, INC. By: /s/ Lee E. Tabas -------------------------- Lee E. Tabas, President and Chief Executive Officer Exhibit Index Page Number In Sequential Numbering Exhibit No. System - ----------- ------------- 4.1 Articles of Incorporation of Royal Bancshares of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3(i) to Registrant's Registration Statement No. 0-26366 on Form S-4.) 4.2 Bylaws of Royal Bancshares of Pennsylvania, Inc.(Incorporated by reference to Exhibit 3(ii) to Registrant's Registration Statement No. 0-26366 on Form S-4.) 4.3 Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right Plan. (Previously Filed) 4.4 Amended and Restated Royal Bancshares of Pennsylvania, Inc. Outside Directors' Stock Option Plan. 7 5 Opinion of Shumaker Williams, P.C. (Previously Filed). 23.1 Consent of Grant Thornton, LLP. (Previously Filed). 23.2 Consent of Shumaker Williams, P.C. (Previously Filed). 24 Power of Attorney of Directors and Officers (Previously Filed). EX-4 2 EX 4.4 STOCK OPTION AND APPRECIATION RIGHT PLAN0 EXHIBIT 4.4 AMENDED AND RESTATED ROYAL BANCSHARES OF PENNSYLVANIA, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN ROYAL BANCSHARES OF PENNSYLVANIA, INC. AMENDED AND RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN Table of Contents Section Page # - -------- ------ 1. Purpose 1 2. Definitions 1 3. Administration 2 4. Stock Subject to the Plan 2 5. Eligibility to Receive Awards 2 6. Amount of Awards 2 7. Stock Options 2 8. General Restrictions 4 9. Single or Multiple Agreements 4 10. Rights of a Shareholder 4 11. Withholding 5 12. Non-Assignability 5 13. Participants Not Obligated 5 14. Effect of Changes in Stock Subject to the Plan 5 15. Reservation of Shares of Stock 6 16. Amendment 6 17. Effect on Other Plans 6 18. Effective Date and Duration of the Plan 6 19. Miscellaneous Provisions 6 ROYAL BANCSHARES OF PENNSYLVANIA, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN Section 1. Purpose. 1.1 The purpose of the Royal Bancshares of Pennsylvania, Inc. Outside Directors' Stock Option Plan (the "Plan") is to advance the interest of Royal Bancshares of Pennsylvania, Inc. (the "Corporation") by providing incentives to attract, retain, and motivate the non-employee members of the Board of Directors of the Corporation ("Outside Directors"). The Corporation hopes to achieve these purposes through the grant of options to purchase shares of the Corporation's Class "A" Common Stock. Section 2. Definitions. 2.1 Unless otherwise required by the context, the following terms shall have the meaning set forth below: (a) "Board" shall mean the Corporation's Board of Directors. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Corporation" shall mean Royal Bancshares of Pennsylvania, Inc., a Pennsylvania Business Corporation. (d) "Outside Director" shall mean (i) an individual duly elected to serve as a member of the Board and who is not an employee of the Corporation or any of its subsidiaries and (ii) an individual who formerly served as a member of the Board and who was not an employee of the Corporation or any of its subsidiaries. (e) "Option Price" shall mean the purchase price for Stock under a Stock Option, as determined in Section 7(a) below. (f) "Participant" shall mean an Outside Director to whom a Stock Option is granted under the Plan. (g) "Plan" shall mean this Royal Bancshares of Pennsylvania, Inc. Outside Directors' Stock Option Plan. (h) "Stock" shall mean the Class "A" Common Stock of the Corporation, par value $2.00. (i) "Stock Option" shall mean a right to purchase Stock, granted pursuant to Section 7 below. (j) "Subsidiary" shall mean a subsidiary corporation of the Corporation, as defined in Sections 425(f) and 425(g) of the Code. Section 3. Administration. 3.1 The Plan shall be administered by the Board. A simple majority of the members of the Board shall constitute a quorum for the transaction of business. Except as provided in Section 16 below, the interpretation and construction of any provision of the Plan by the Board shall be final. No member of the Board shall be liable for any action or determination made by the member in good faith. Except as provided in Section 16 below, the Board shall have full and final authority in its discretion to interpret the provisions of the Plan, to decide all questions of fact arising in its application, and to make all other determinations necessary or advisable for the administration of the Plan. The Board may authorize one or more directors, the Corporation's Secretary or any other Corporation Officers to execute and deliver documents on behalf of the Board. Section 4. Stock Subject to the Plan. 4.1 Subject to the provisions of Section 14 below and the next sentence of this Section, the maximum number of shares of Stock that may be optioned or sold under the Plan is One Hundred Fifty Thousand (150,000) shares. However, at no time shall the maximum number of shares of Stock that may be optioned or sold under the Plan exceed ten percent (10%) of the shares of Stock outstanding. Such shares may be treasury, or authorized, but unissued, shares of Stock. Except as otherwise provided herein, any shares subject to a Stock Option which for any reason expires or is terminated unexercised, shall again be available under the Plan. Section 5. Eligibility to Receive Awards. 5.1 Persons eligible to receive awards under the Plan shall be limited to Outside Directors. Directors of the Corporation who are officers or employees of the Corporation or any of its subsidiaries shall not be eligible to participate in this Plan. Section 6. Amount of Awards. 6.1 Each year, as of the date of the Annual Meeting of Stockholders of the Corporation, each Outside Director who has been elected or re-elected or who is continuing as a member of the Board as of the adjournment of the Annual Meeting shall automatically receive an Option for 1500 shares of Stock, provided, however, that the number of shares awarded may be adjusted downward by the Board or upward by the shareholders. Section 7. Stock Options. 7.1 Stock Options for the purchase of Stock shall be evidenced by written agreements in such form not inconsistent with the Plan as the Board shall approve from time to time, which agreements shall contain in substance the following terms and conditions: 2 (a) Option Price. The purchase price of Stock subject to a Stock Option shall be the "fair market value" at the time of grant. The "fair market value" shall be the average of the high and low sales prices reported in the NASDAQ NATIONAL MARKET ISSUES for shares of Stock traded on the date of the grant or the last preceding date on which any sales took place. In the event that the shares of Stock are traded on a stock exchange, then the reported sales prices on such exchange shall be used in lieu of the sales prices reported in the NASDAQ NATIONAL MARKET ISSUES. (b) Exercise Term. Subject to the rights granted in subsection (e) below and the limitations of the final sentence of this Section, the Stock Option may be exercised only after the Outside Director has served a one year term as a member of the Board after the date on which the Option was granted. At that time, one hundred percent (100%) of the total number of shares of Stock covered by the Option shall become exercisable. However, no Stock Option shall be exercised after ten (10) years from the date of the grant thereof. (c) Payment for Shares. The purchase price of the shares of Stock with respect to which a Stock Option is exercised shall be payable in full at the time of exercise in cash. (d) Number of Shares. Each Stock Option shall state the total number of shares of Stock to which it pertains. No Stock Option may be exercised for a fractional share of Stock. (e) Rights Upon Termination of Board Membership. In the event that a Participant ceases to be a member of the Board of Directors of the Corporation for any cause other than retirement, death, or disability, subject to the limitations of the final sentence in Subsection 7(b) above, the remaining portion of a Participant's unexercised Stock Options shall terminate one year after the date of termination as a Board member. In the event that a Participant retires, dies, or becomes disabled prior to the expiration of the Participants' Stock Option and without having fully exercised the Participant's Stock Option, to the extent that the Stock Option is exercisable at the time of such retirement, death, or disability, the Participant or the Participant's attorney in fact, personal representative, heirs or next of kin shall have the right to exercise the Stock Option during its term within a period of three (3) years after termination of Board membership due to retirement, death, or disability. 3 (f) Non-transferability. Each Stock Option agreement shall state that the Stock Option is not transferable other than pursuant to Subsection 7(e) above by will or the laws of descent and distribution; and that during the lifetime of the Participant, the Stock Option is exercisable only by the Participant or in the event of the Participant's disability by the Participant's attorney in fact. (g) Non-Qualified Stock Option. It is not intended that this Stock Option qualify as an Incentive Stock Option under Section 422A of the Code. Section 8. General Restrictions. 8.1 Each award under the Plan shall be subject to the requirement that if at any time the Board shall determine that (i) the listing, registration or qualification of the shares of Stock upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body, or (iii) an agreement by the recipient of an award with respect to the disposition of shares of Stock is necessary or desirable as a condition of or in connection with the granting of such award or the issuance or purchase of shares of Stock; such award shall not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board. Moreover, as a condition to the exercise of any portion of a Stock Option, the Corporation may require the person exercising such Stock Option to represent and warrant at the time of such exercise that any shares of Stock acquired at exercise are being acquired only for investment and without any present intention to sell or distribute such shares, if, in the opinion of the Corporation's counsel, such a representation is required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. Section 9. Single or Multiple Agreements. 9.1 Multiple forms of awards or combinations thereof may be evidenced by a single agreement or multiple agreements, as determined by the Board. Section 10. Rights of a Shareholder. 10.1 The recipient of any award under the Plan, unless otherwise provided by the Plan, shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Stock are issued to the recipient. Promptly after the exercise of a Stock Option and the payment of the full Option Price, the Participant shall be entitled to the issuance of a stock certificate evidencing the Participant's ownership of such Stock. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 4 Section 11. Withholding. 11.1 Whenever the Corporation proposes or is required to issue or transfer shares of Stock under the Plan, the Corporation shall have the right to require the recipient to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirements prior to the delivery of any certificate or certificates for such shares. Section 12. Non-Assignability. 12.1 Except by will or by the laws of descent and distribution, no award under the Plan shall be assignable or transferable by the recipient thereof. Except as provided in Subsection 7(e) above, during the life of the recipient, such award shall be exercisable only by such person or by such person's guardian or legal representative. Section 13. Participants Not Obligated. 13.1 The granting of an Award of a Stock Option shall impose no obligation upon the Participant to exercise such Stock Option. Section 14. Effect of Changes in Stock Subject to the Plan. 14.1 The aggregate number of shares of Stock available for Stock Options under the Plan, the shares subject to any Stock Option, and the price per share, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Stock subsequent to the effective date of the Plan resulting from (i) a subdivision or consolidation of shares or any other capital adjustment, (ii) the payment of a stock dividend, or (iii) other increase or decrease in such shares effected without receipt of consideration by the Corporation. The aforesaid adjustment shall be made in such a manner so that the aggregate amount payable under the Stock Option after the increase or decrease equals the aggregate amount payable prior to such increase or decrease. If the Corporation shall be the surviving corporation in any merger or consolidation, any Stock Option shall pertain, apply, and relate to the securities to which a holder of the number of shares of Stock subject to the Stock Option would have been entitled after the merger or consolidation. Upon dissolution or liquidation of the Corporation, or upon a merger or consolidation in which the Corporation is not the surviving corporation, all Stock Options outstanding under the Plan shall terminate; provided, however, that each Participant (and each other person entitled under Subsection 7(e) above to exercise a Stock Option) shall have the right, immediately prior to such dissolution or liquidation, or such merger or consolidation, to exercise such Participant's Stock Option in whole to the extent that such Stock Option is otherwise exercisable under the terms of the Plan. 5 Section 15. Reservation of Shares of Stock. 15.1 The Corporation, during the term of this Plan, shall at all times reserve and keep available, and shall seek or obtain from any regulatory body having jurisdiction any requisite authority necessary to issue and to sell, the number of shares of Stock that shall be sufficient to satisfy the requirements of this Plan. The inability of the Corporation to obtain from any regulatory body having jurisdiction the authority deemed necessary by the Corporation's counsel for the lawful issuance and sale of its Stock hereunder shall relieve the Corporation of any liability in respect of the failure to issue or sell Stock as to which the requisite authority has not been obtained. Section 16. Amendment 16.1 Except as provided in the next sentence, the Corporation may terminate or amend the Plan at any time. However, only with shareholder approval, may the Corporation increase the maximum number of shares of Stock which may be issued under the Plan (other than increases pursuant to Section 14 above), increase the number of shares of Stock subject to an Option, change the class of persons eligible to receive Options under this Plan, extend the period during which any award may be exercised, extend the term of the Plan or change the minimum Option Price. The termination, any modification, or amendment of the Plan shall not, without the consent of a Participant, affect a Participant's rights under an award previously granted. Section 17. Effect on Other Plans. 17.1 Participation in this Plan shall not affect a Board member's eligibility to participate in any other benefit or incentive plan of the Corporation. Unless specifically provided, any awards made pursuant to this Plan shall not be used in determining the benefits provided under any other plan of the Corporation. Section 18. Effective Date and Duration of the Plan. 18.1 The Plan shall be effective from the date that the Plan is approved by the Corporation's Board, subject to the ratification of the Board's action by the Corporation's shareholders and shall remain in effect until all awards under the Plan have been satisfied by the issuance of shares of Stock or the payment of cash, but no award shall be granted more than ten years after the earlier of the date the Plan is adopted by the Corporation or is approved by the Corporation's shareholder. Section 19. Miscellaneous Provisions. 19.1 Except as expressly provided for in this Plan, no Outside Director or any other person shall have any claim or right to be granted an Option under this Plan. Neither this Plan nor any action taken under this Plan shall be construed as giving any Outside Director any right to be retained in the service of the Corporation in any capacity whatsoever. 6 19.2 The expenses of this Plan shall be paid by the Corporation. 19.3 This Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of shares of Stock upon exercise of any Option under this Plan and issuance of shares of Stock upon exercise of Options shall be subordinate to the claims of the Corporation's general creditors. 19.4 By accepting any Option or other benefit under this Plan, each Participant and any person claiming under or through such Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under this Plan by the Corporation or the Board. As amended and restated, July 17, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----