As filed with the Securities and Exchange Commission on September 08, 1997
Registration No. 33-33307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
Form S-8
Registration Statement
Under
The Securities Act of 1933
and
Pursuant to Rule 414 issued thereunder by the Commission
PRIME BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2860688
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7111 Valley Green Road
Fort Washington, PA 19034-2209
(215) 836-2400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
JAMES J. LYNCH
President and Chief Executive Officer
Prime Bancorp., Inc.
7111 Valley Green Road
Fort Washington, PA 19034-2209
(215) 836-2400
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Prime Bancorp, Inc. 1989 Incentive Stock Option Plan
as Supplemented and Restated Effective April 19, 1995
Prime Bancorp, Inc. Retirement Savings Plan
(Full Title of the Plans)
Copies of all communications should be sent to:
David F. Scranton, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8000
Fax: (215) 564-8120
Approximate date of commencement of proposed sale of the securities
pursuant to the Plans: As soon as practicable after this Amendment No. 2
to the Registration Statement on Form S-8 becomes effective. If any of the
securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box: X
Item 1 (a). General Plan Information.
Effective April 19, 1995, the Prime Bancorp, Inc. 1989 Incentive Stock
Option Plan was supplemented and restated. A copy of the 1989 Incentive
Stock Option Plan as supplemented and restated was set forth in Exhibit
10.2 to Prime Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, dated March 30, 1995. As amended and
restated, the Plan provided for issuance of an aggregate of up to 353,617
additional shares of common stock of Prime Bancorp, Inc. A copy of the
current amended and restated Prospectus is attached to this Registration
Statement as Exhibit 1.
On December 31, 1996, effective at 5:00:01 PM, Prime Bancorp., Inc.
("Prime"), a Delaware corporation and First Sterling Bancorp, Inc. ("First
Sterling"), a Pennsylvania corporation, completed their mergers with and
into Prime Bancorp, Inc., a Pennsylvania corporation (the "Registrant",
known as "Prime Newco, Inc." prior to the consummation of the transactions
described herein). The Registrant is the surviving corporation as a result
of the mergers and is the successor to Prime and First Sterling, including
for purposes of future filings by the Registrant pursuant to the
requirements of the Securities Exchange Act of 1934. Such transactions are
further described in greater detail in the Registration Statement No.
33-13741 on Form S-4 under the Securities Act of 1933, as amended (the
"Act"), and in Amendment No. 1 thereto filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, respectively, on
October 8, 1996 and October 31, 1996 (together, the "Registration
Statement"), which was declared effective by the Commission at 2:30 p.m. on
November 4, 1996. The descriptions of such transactions in the
Registration Statement are incorporated herein in their entirety. The
Registrant is also the successor to Prime, and has assumed all obligations
of Prime under, the Prime Bancorp, Inc. 1989 Stock Option Plan as
supplemented and restated effective April 15, 1995, and the Prime Bancorp,
Inc. Retirement Savings Plan.
The Registrant's Articles of Incorporation and Bylaws (attached as
Exhibits 3.1 and 3.2 to the Registration Statement) contain certain
differences from the Delaware charter documents of Prime. The more
significant differences are described in the Registration Statement.
The Registrant's common stock continues to be traded on the NASDAQ
National Market under the symbol "PSAB".
Part II. Information Required in the Registration Statement.
Item 8. Exhibits.
The following documents are hereby filed as part of this Amendment No. 2:
1 Amended and restated Prospectus.
Exhibit 99. Additional Exhibits.
99.1 Press Release, issued by the Registrant on January 2, 1997.
99.2 Registration Statement No. 33-13741 on Form S-4 under the Act
and Amendment No. 1 thereto, as filed with the Commission,
respectively, on October 8, 1996 and on October 31, 1996, are
hereby incorporated herein by reference in their entirety as
Exhibits hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in Fort Washington,
Commonwealth of Pennsylvania, on the 8th day of September, 1997.
PRIME BANCORP, INC.
By: /s/ James J. Lynch
James J. Lynch
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Erwin T. Straw
Erwin T. Straw
Chairman of the Board of Directors Dated: September 08, 1997
/s/ James J. Lynch
James J. Lynch
President, Chief Executive Officer
and Director Dated: September 08, 1997
/s/ Frederick G. Betz
Frederick G. Betz
Director Dated: September 08, 1997
/s/ Joseph A. Fluehr, III
Joseph A. Fluehr, III
Director Dated: September 08, 1997
/s/ Ernest Larenz
Ernest Larenz
Director Dated: September 08, 1997
/s/ David H. Platt
David H. Platt
Director Dated: September 08, 1997
/s/ William J. Cunningham
William J. Cunningham
Director Dated: September 08, 1997
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/s/ Joseph G. Markmann
Joseph G. Markmann
Director Dated: September 08, 1997
/s/ Arthur L. Powell
Arthur L. Powell
Director Dated: September 08, 1997
/s/ Roy Peraino
Roy Peraino
Director Dated: September 08, 1997
/s/ Robert A. Fox
Robert A. Fox
Director Dated: September 08, 1997
/s/ Frank H. Reeves
Frank H. Reeves
Senior Vice President-Finance Dated: September 08, 1997
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