REGISTRATION STATEMENT NO. 33-
Filed November 21, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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York Financial Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2427539
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
101 South George Street
York, Pennsylvania 17401
(717) 846-8777
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(Address of principal executive offices)
1995 Non-Qualified Stock Option Plan for Directors
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(Full title of the Plan)
Robert A. Angelo, Esquire Copies to:
Executive Vice President and Eric S. Kracov, Esquire
General Counsel Breyer & Aguggia
York Financial Corp. 601 13th Street, N.W.
101 South George Street Suite 1120 South
York, Pennsylvania 17401 Washington, D.C. 20005
(717) 846-8777 (202) 737-7900
Name, address and telephone
number of agent for service
Page 1 of 7 Pages
Index to Exhibits Appears on Page 4.
Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock,
$1.00 par
value 300,000 $17.25 (2) $5,175,000 $1,784.48
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933
as amended, (the "Securities Act"), the price per share is estimated to be
$ 17.25 , based upon the average of the high and low trading prices of
the common stock, $1.00 par value per share (the "Common Stock"), of York
Financial Corp. (the "Registrant"), as reported on the Nasdaq Stock Market
on November 17, 1995.
(2) 300,000 shares are being registered hereby for issuance under the
1995 Non-Qualified Stock Option Plan for Directors (the "Plan") together
with an indeterminate number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are incorporated in this
Registration Statement by reference:
(1) The Annual Report of the Registrant on Form 10-K for the year ended
June 30, 1995.
(2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report
referred to in (1) above.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of the Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold, shall also be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law sets
forth circumstances under which directors, officers, employees and agents may
be insured or indemnified against liability which they may incur in such
capacities.
Article XVI of the Registrant's Articles of Incorporation provides for
indemnification of the directors, officers, employees and agents of the
Registrant for expenses actually and reasonably incurred in connection with the
defense or settlement of any threatened, pending or completed action or suit.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
No. Exhibit
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5 Opinion of Breyer & Aguggia
23.1 Consent of Ernst & Young LLP
23.2 Consent of Breyer & Aguggia (see Exhibit 5)
24 Power of attorney (see signature pages)
99.1 1995 Non-Qualified Stock Option Plan for Directors
Item 9. Undertakings
The undersigned Restraint 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 the
Registration Statement (or 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 in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated be reference in the Registration Statement.
2. That, for the purposes 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 that time shall be deemed 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against liabilities (other than the payment by the Registrant 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 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, York
Financial Corp. 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 York, and State of Pennsylvania the 20th day of
November, 1995.
YORK FINANCIAL CORP.
By: /s/ ROBERT W. PULLO
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Robert W. Pullo
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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. Each person whose signature appears
below hereby makes, constitutes and appoints Robert W. Pullo his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ ROBERT W. PULLO Date: November 17, 1995
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Robert W. Pullo
President, Chief Executive Officer
and Director
(Principal Executive Officer)
By: /s/ JAMES H. MOSS Date: November 17, 1995
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James H. Moss
Senior Vice President
(Principal Financial and
Accounting Officer)
By: /s/ THOMAS W. WOLF Date: November 17, 1995
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Thomas W. Wolf
Chairman of the Board
By: /s/ CYNTHIA A. DOTZEL Date: November 17, 1995
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Cynthia A. Dotzel
Director
By: /s/ PAUL D. MILLS Date: November 17, 1995
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Paul D. Mills
Director
By: /s/ BYRON M. REAM Date: November 17, 1995
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Byron M. Ream
Director
By: /s/ ROBERT W. ERDOS Date: November 17, 1995
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Robert W. Erdos
Director
By: /s/ RANDAL A. GROSS Date: November 17, 1995
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Randall A. Gross
Director
By: /s/ CAROLYN E. STEINHAUSER Date: November 17, 1995
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Carolyn E. Steinhauser
Director
By: /s/ ROBERT L. SIMPSON Date: November 17, 1995
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Robert L. Simpson
Director
Exhibit 5
Opinion of Breyer & Aguggia
Breyer & Aguggia
Attorneys At Law
November 21, 1995
Board of Directors
York Financial Corp.
101 South George Street
York, Pennsylvania 17401
Gentlemen:
We have acted as special counsel to York Financial Corp., a Washington
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 300,000 shares of
Corporation common stock, $1.00 par value per share ("Common Stock"),to be
issued pursuant to the Corporation's 1995 Non-Qualified Stock Option Plan for
Directors (the "Plan") upon the exercise of stock options ("Option Rights").
The Registration Statement also registers an undeterminable number of
additional shares which may be necessary under the Plan to adjust the number of
shares reserved for issuance as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Corporation. We have
been requested by the Corporation to furnish an opinion to be included as an
exhibit to the Registration Statement.
We have reviewed the Registration Statement and related Prospectus, the
Articles of Incorporation and Bylaws of the Corporation, the Plan, a specimen
stock certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose
of rendering this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate records
of the Corporation and such other instruments, certificates and representations
of public officials, officers and representatives of the Corporation as we have
deemed appropriate or relevant as a basis for the opinion set forth below. In
addition, we have assumed, without independent verification, the genuineness of
all signatures and the authenticity of all documents furnished to us and the
conformity in all respects of copies to originals.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) no change occurs in applicable law or the pertinent facts; and
(iv) the provisions of "blue sky" and other securities laws as may be
applicable have been complied with to the extent required.
Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion as of the date hereof that
the shares of Common Stock to be issued pursuant to the Plan, when issued and
sold pursuant to and in accordance with the Registration Statement and the Plan
and upon receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ BREYER & AGUGGIA
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BREYER & AGUGGIA
Exhibit 23.1
Consent of Independent Auditors
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the 1995 Non-Qualified Stock Option Plan for Directors of
York Financial Corp. of our report dated July 21, 1995, with respect to the
consolidated financial statements of York Financial Corp. incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 30, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG, L.L.P.
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ERNST & YOUNG, L.L.P.
Baltimore, Maryland
November 17, 1995
Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
Exhibit 24
Power of Attorney (see signature page)
Exhibit 99.1
York Financial Corp.
1995 Non-Qualified Stock Option Plan For Directors
YORK FINANCIAL CORP.
1995 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
I. Purpose
The purpose of the York Financial Corp. 1995 Non-Qualified Stock Option
Plan for Directors (the "Directors' Option Plan" or "Plan") is to promote the
growth and profitability of York Financial Corp. (the "Holding Company") and
York Federal Savings and Loan Association (the "Association"), its wholly-owned
subsidiary, and to provide directors of the Holding Company with an incentive
to achieve long-term objectives of the Holding Company, attract and retain
directors of outstanding competence and to provide such directors with an
opportunity to acquire an equity interest in the Holding Company.
II. Grant of Options
(A)Initial Grants. Upon the effective date of the Plan (as set forth in
Section V hereof), each Director shall receive a grant of an immediately
exercisable non-tax qualified stock option covering 15,000 shares of the Common
Stock of the Holding Company (the "Common Stock") at an exercise price equal to
100% of the Fair Market Value of the Common Stock. For purposes of the Plan,
"Director" shall mean a member of the Board of Directors of the Holding
Company, including any director who is an employee of the Holding Company.
(B)Grants to Current Directors. Each Director as of each October 1
subsequent to the date of adoption of the Plan by the Board of Directors shall
receive an immediately exercisable, non-tax qualified stock option to purchase
2,500 shares per year to the extent shares reserved pursuant to this Plan are
available at an exercise price equal to 100% of the Fair Market Value of the
Common Stock.
(C)Fair Market Value. For purposes of this Directors' Option Plan, when
used in connection with Common Stock on a certain date, "Fair Market Value"
means the reported closing price of the Common Stock on the Nasdaq Stock Market
or such other national securities exchange on which the shares are traded on
the last business day before the date of grant.
III. Terms and Conditions
(A)Self-Administration. The grant of options under the Plan shall be made
pursuant to Section II. Accordingly, the Plan should be deemed to be self-
administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
(B)Option Agreement. Each option shall be evidenced by a written option
agreement between the Holding Company and the Director specifying the number of
shares of Common Stock that may be acquired through its exercise and containing
such other terms and conditions which are not inconsistent with the terms of
this grant.
(C) Termination of Option. Each option shall expire one hundred and
twenty (120) months following the date of grant. If the Director dies before
fully exercising any portion of an option then exercisable, such option may be
exercised by such Director's personal representative(s), heir(s) or devisee(s)
at any time within the one (1) year period following his or her death;
provided, however, that in no event shall the option be exercisable more than
one hundred and twenty (120) months after the date grant. If the Director is
terminated for cause, all options awarded to him shall expire upon such
termination.
(D)Manner of Exercise. The option may be exercised from time to time, in
whole or in part, by delivering a written notice of exercise to the President
of the Holding Company. Such notice is irrevocable and must be accompanied by
full payment of the purchase price in cash or by such other means as determined
by the Board of Directors.
(E)Transferability. Each option granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's death, his
or her personal representative(s), heir(s) or devisee(s) pursuant to the terms
of Section III(C).
(F)Change of Control. In the event of a change in control or imminent
change in control of the Holding Company, the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value
of the Common Stock subject to any option over the option price of such shares,
in exchange for the surrender of such options by the optionee on that date.
For purposes of this Section, "change in control" shall mean: (i) the execution
of an agreement for the sale of all, or a material portion, of the assets of
the Holding Company; (ii) the execution of an agreement for a merger or
recapitalization of the Holding Company or any merger or recapitalization
whereby the Holding Company is not the surviving entity; (iii) a change in
control of the Holding Company, as otherwise defined or determined by the
Office of Thrift Supervision or regulations promulgated by it or, if
applicable, by any other applicable bank regulatory agency; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934, as amended and the rules promulgated thereunder) of ten percent
(10%) or more of the outstanding voting securities of the Holding Company by
any person, trust, entity or group. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any other form
of entity not specifically listed herein. For purposes of this Section,
"imminent change in control" shall refer to any offer or announcement, oral or
written, by any person or persons acting as a group, to acquire control of the
Holding Company.
IV. Common Stock Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as treasury stock. The number of shares of Common Stock
reserved for issuance under this Directors' Option Plan shall not exceed
300,000 shares of the Common Stock of the Holding Company, par value $1.00 per
share, subject to adjustments pursuant to this Section IV. Any shares of
Common Stock subject to an option which for any reason either terminates
unexercised or expires, shall again be available for issuance under this
Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock by
reason of a stock dividend or split, recapitalization, reorganization, merger,
consolidation, split-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock
which may be issued under this Directors' Option Plan, the number of shares of
Common Stock subject to options granted or to be granted under this Directors'
Option Plan, and the option price of such options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to a Director
under this Directors' Option Plan.
V. Effective Date of the Plan; Shareholder Ratification
The Directors' Option Plan was effective upon adoption by the Board of
Directors on January 6, 1995, subject to shareholder approval. This Directors'
Option Plan shall be presented to shareholders of the Holding Company at the
first annual meeting of shareholders following the effective date for
ratification for purposes of (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act of 1934; and (ii) maintaining listing on
the Nasdaq Stock Market or such other national securities exchange on which the
Common Stock is traded.
VI. Amendment; Termination of the Plan
The Board of Directors of the Holding Company may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply. The right to grant options under this
Directors'Option Plan will terminate upon the earlier of ten years after the
Effective Date of the Plan, or upon the issuance of the Common Stock or
exercise of options equal to the maximum number of shares of Common Stock
reserved for issuance under this Plan. A majority of the outstanding shares of
the Common Stock entitled to vote is required to terminate this Plan; provided,
however, no such termination shall, without the consent of the affected
individual, affect such individual's rights under a previously granted option.
VII. Applicable Law
The Plan will be administered in accordance with the laws of the
Commonwealth of Pennsylvania, to the extent not superseded by Federal law.