S-8 1 b413786_s8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2006 REGISTRATION NO. 333-___________ -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ ROYAL BANCSHARES OF PENNSYLVANIA, INC. (Exact name of issuer as specified in its charter) Pennsylvania 23-2812193 ----------------------------------------------- --------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) 732 Montgomery Avenue, Narberth, PA 19072 (Address of Principal Executive Offices) (Zip Code) ROYAL BANCSHARES OF PENNSYLVANIA, INC. STOCK OPTION AND APPRECIATION RIGHT PLAN (Full title of the Plan) Jeffrey T. Hanuscin, Chief Financial Officer Royal Bancshares of Pennsylvania, Inc. 732 Montgomery Avenue Narberth, Pennsylvania 19072 (Name and address of agent for service) (610) 668-4700 (Telephone number, including area code, of agent for service) -------------------------------------------------------------------------------- COPIES TO: Jay W. Waldman, Esquire Salzmann Hughes, P.C. 3 Park Plaza Wyomissing, PA 19610 (610) 898-8500 1 CALCULATION OF REGISTRATION FEE
---------------------------- ------------------------ ----------------------- ------------------------- --------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered (1) per share (2) price (2) fee ---------------------------- ------------------------ ----------------------- ------------------------- --------------------- Class A 150,000 Common Stock shares $ 22.40 $ 3,360,000 $ 359.52 ($2.00 par value) ---------------------------- ------------------------ ----------------------- ------------------------- ---------------------
(1) In accordance with Rule 416, this Registration Statement shall also register any additional shares of the Registrant's common stock which may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions, as provided by the Plan. (2) Estimated solely for the purpose of calculating the registration fee. Shares are being registered for stock options and contemporaneously granted stock appreciation rights issued pursuant to the Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right Plan. The offering (exercise) price per share has been computed pursuant to Rule 457(c) and (h)(1) based on the average of the high and low prices of the common stock of the Registrant on the Nasdaq National Market on June 20, 2006. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS INCORPORATION BY REFERENCE OF EFFECTIVE REGISTRATION STATEMENT ON FORM S-8 This Registration Statement registers shares of Common Stock of Royal Bancshares of Pennsylvania, Inc. ("Royal Bancshares") in addition to those registered on Registration Statement No. 333-25855 on Form S-8 previously filed on April 25, 1997 and Registration Statement No. 333-129894 on Form S-8 previously filed on November 22, 2005 by Royal Bancshares and effective under the Securities Act of 1933. Registration Statement Nos. 333-25855 and 333-129894 relate to the same employee benefit plan as this Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of Registration Statement Nos. 333-25855 and 333-129894 are incorporated herein by reference, except as revised herein. ITEM 8. EXHIBITS. 4.1 Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right Plan, as amended March 15, 2006. (Incorporated by reference to Exhibit A to Royal Bancshares' definitive proxy statement, filed with the Securities and Exchange Commission on April 17, 2006.) 4.2 Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 attached to Royal Bancshares' Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006.) 4.3 By-Laws. (Incorporated by reference to Royal Bancshares' Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 25, 2006.) 5 Opinion Re: Legality and Consent of Salzmann Hughes, P.C., special counsel to Royal Bancshares. 23.1 Consent of Beard Miller Company LLP. 23.2 Consent of Grant Thornton, LLP. 23.3 Consent of Salzmann Hughes, P.C., special counsel to Royal Bancshares (included in Exhibit 5). 24 Power of Attorney (included on signature page). 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Narberth, Commonwealth of Pennsylvania, on this 21st day of June 2006. ROYAL BANCSHARES OF PENNSYLVANIA, INC. (Registrant) By /s/ Joseph P. Campbell ------------------------------------ Joseph P. Campbell CEO and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature appears below constitutes and appoints Joseph P. Campbell, James J. McSwiggan and Jeffrey T. Hanuscin and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURE AND TITLE /s/ Joseph P. Campbell June 21, 2006 ------------------------------------ Joseph P. Campbell CEO/President/Director (Principal Executive Officer) /s/Jeffrey T. Hanuscin June 21, 2006 ------------------------------------ Jeffrey T. Hanuscin Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 4 /s/ James J. McSwiggan ---------------------------------- June 21, 2006 James J. McSwiggan Director/Chief Operating Officer /s/ Robert R. Tabas June 21, 2006 ---------------------------------- Robert R. Tabas Chairman of the Board /s/ John M. Decker June 21, 2006 ---------------------------------- John M. Decker Director/ Senior Vice President /s/ Murray Stempel, III June 21, 2006 ---------------------------------- Murray Stempel, III Director/ Senior Vice President /s/ Carl M. Cousins June 21, 2006 ---------------------------------- Carl M. Cousins Director ---------------------------------- Jack R. Loew Director /s/ Pat McCormick June 21, 2006 ---------------------------------- Pat McCormick Director /s/ Anthony J. Micale June 21, 2006 ---------------------------------- Anthony J. Micale Director /s/ Mitchell L. Morgan June 21, 2006 ---------------------------------- Mitchell L. Morgan Director /s/ Albert Ominsky June 21, 2006 ---------------------------------- Albert Ominsky Director 5 /s/ Gregory T. Reardon June 21, 2006 ---------------------------------- Gregory T. Reardon Director ---------------------------------- Linda Tabas Stempel Director /s/ Evelyn Rome Tabas June 21, 2006 ---------------------------------- Evelyn Rome Tabas Director ---------------------------------- Lee E. Tabas Director /s/ Edward B. Tepper June 21, 2006 ---------------------------------- Edward B. Tepper Director /s/ Howard Wurzak June 21, 2006 ---------------------------------- Howard Wurzak Director 6 EXHIBIT INDEX EXHIBIT 4.1 Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right Plan, as amended March 15, 2006. (Incorporated by reference to Exhibit A to Royal Bancshares' definitive proxy statement, filed with the Securities and Exchange Commission on April 17, 2006.) 4.2 Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 attached to Royal Bancshares' Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006.) 4.3 By-Laws. (Incorporated by reference to Royal Bancshares' Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 25, 2006.) 5 Opinion Re: Legality and Consent of Salzmann Hughes, P.C., special counsel to Royal Bancshares. 23.1 Consent of Beard Miller Company LLP. 23.2 Consent of Grant Thornton, LLP. 23.3 Consent of Salzmann Hughes, P.C., special counsel to Royal Bancshares (included in Exhibit 5). 24 Power of Attorney (included on signature page). 7