Registration No. 333-__________
As filed with the Securities and Exchange Commission on
August 15, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERISERV FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1424278
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Main & Franklin Streets, P.O. 430, Johnstown, PA 15901
(Address of principal executive offices) (Zip Code)
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AMERISERV FINANCIAL, INC.
2001 Stock Incentive Plan of AmeriServ Financial, Inc.
(Full title of the plan)
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Jeffrey A. Stopko,
Chief Financial Officer
AmeriServ Financial, Inc.
Main & Franklin Streets
P.O. Box 430
Johnstown, Pennsylvania 15901
(814) 533-5300
(Name, Address and telephone number of agents for service)
Copies of communications to:
Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, PA 19087
(610) 293-4961
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CALCULATION OF REGISTRATION FEE
<table>
<caption>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share(2) Price(2) Registration Fee(3)
- ------------------- ------------- ---------------- ------------------ -------------------
<s> <c> <c> <c> <c>
Common Stock (par 800,000 Shares $5.52 $4,416,000 $1,104
value $2.50 per
share)
</table>
(1) The provisions of Rule 416 of the Securities Act of 1933, as
amended shall apply to the number of shares registered on
this Registration Statement and shall automatically increase
or decrease as a result of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(h) of the Securities
Act of 1933, as amended. In accordance with Rule 457(h) of
the Securities Act of 1933, as amended, such price is the
average of the high and low sale prices for the Common Stock
as quoted on the Nasdaq National Market on August 14, 2001,
which is the last day the common stock traded prior to the
filing of this registration statement.
(3) Calculated pursuant to Section 6(b) of the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the 2001 Stock
Incentive Plan of AmeriServ Financial, Inc. (the "Plan").
AmeriServ Financial, Inc. ("AmeriServ"), a Pennsylvania
corporation, is sometimes referred to herein as the "Company" or
the "Registrant."
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (d)
below:
(a) The Annual Report of the Company filed on Form 10-K for
the fiscal year ended December 31, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the
Quarter ended March 31, 2001 and June 30, 2001;
(c) The Company's Current Reports on Form 8-K filed January
12, 2001, April 30, 2001 and May 1, 2001; and
(d) The description of the capital stock of the Company,
par value $2.50 per share, as set forth in the Company's Form 8-A
filed with the Commission on November 13, 1985.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
The bylaws of AmeriServ provide for (1) indemnification of
directors, officers, employees and agents of AmeriServ and
(2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law
unless the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by AmeriServ.
Insofar as indemnification by AmeriServ for liabilities
arising under the Securities Act of 1933, as amended may be
permitted to directors, officers and controlling persons of
AmeriServ pursuant to the foregoing provisions, AmeriServ has
been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended and is, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a complete list of exhibits filed as part
of this Registration Statement:
Exhibit
Number Description Method of Filing
4.1 2001 Stock Incentive Plan Filed Herewith
of AmeriServ Financial, Inc.
5.1 Opinion of Stevens & Lee Filed herewith.
23.1 Consent of Arthur Andersen Filed herewith.
LLP
23.2 Consent of Stevens & Lee See Exhibit 5.1 hereof.
24.1 Power of Attorney Included as part of the
signature pages hereof.
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 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 to be the
initial bona fide offering thereof; and
(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 this
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.
(c) 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of 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 question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 Johnstown, Commonwealth of
Pennsylvania, on the 27th day of July, 2001.
AMERISERV FINANCIAL, INC.
By: /s/Orlando B. Hanselman
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Orlando B. Hanselman
President, Chief Executive
Officer and Chairman of the
Board
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Orlando B.
Hanselman and Jeffrey P. Waldron, and each of them, such person's
true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's
name, place and stead, to execute in the name of each such person
any and all amendments (including post-effective 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 said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
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 date indicated.
Date: July 27, 2001 By: /s/Orlando B. Hanselman
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Orlando B. Hanselman
President, Chairman of the
Board, and Chief Executive
Officer
Date: July 27, 2001 By: /s/Jeffrey A. Stopko
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Jeffrey A. Stopko
Senior Vice President, Chief
Financial Officer
(Chief Accounting Officer)
Date: July 27, 2001 By:/s/J. Michael Adams, Jr.
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J. Michael Adams, Jr.
Member of the Board of
Directors
Date: July 27, 2001 By:
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Edward J. Cernic, Sr.
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Daniel R. DeVos
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Daniel R. DeVos
Member of the Board of
Directors
Date: July 27, 2001 By: /s/James C. Dewar
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James C. Dewar
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Bruce E. Duke III, M.D.
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Bruce E. Duke III, M.D.
Member of the Board of
Directors
Date: July 27, 2001 By: /s/James M. Edwards, Sr.
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James M. Edwards, Sr.
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Kim W. Kunkle
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Kim W. Kunkle
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Margaret A. O'Malley
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Margaret A. O'Malley
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Christian R. Oravic
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Rev. Christian R. Oravic
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Mark E. Pasquerilla
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Mark E. Pasquerilla
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Howard M. Picking III
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Howard M. Picking, III
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Sara A. Sargent
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Sara A. Sargent
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Thomas C. Slater
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Thomas C. Slater
Member of the Board of
Directors
Date: July 27, 2001 By: /s/Robert L. Wise
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Robert L. Wise
Member of the Board of
Directors
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
4.1 2001 Stock Incentive Plan
of AmeriServ Financial, Inc. Filed herewith
5.1 Opinion of Stevens & Lee Filed herewith.
23.1 Consent of Arthur Andersen Filed herewith.
LLP
23.2 Consent of Stevens & Lee See Exhibit 5.1 hereof.
24.1 Power of Attorney Included as part of the
signature pages hereof.
Exhibit 5.1
August __, 2001
Board of Directors
AmeriServ Financial, Inc.
Main & Franklin Streets
P.O. Box 430
Johnstown, Pennsylvania 15901
Re: Registration Statement on Form S-8
2001 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to AmeriServ Financial, Inc., a
Pennsylvania corporation ("AmeriServ"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 800,000 shares of common stock, par value
$2.50 per share of AmeriServ (the "Common Stock") reserved for
issuance pursuant to the 2001 Stock Incentive Plan of AmeriServ
Financial, Inc. (the "Plan"). In such capacity, we have reviewed
the following:
1. The Articles of Incorporation of AmeriServ;
2. The Bylaws of AmeriServ;
3. The Registration Statement on Form S-8 with respect to
the Plan (the "Registration Statement") filed by AmeriServ with
the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act;
4. Proceedings of the Board of Directors of AmeriServ
relating to the adoption of the Plan and the authorization,
execution and filing of the Registration Statement; and
5. The Plan.
Based upon the foregoing, it is our opinion that when the
Common Stock is issued and delivered pursuant to the terms of the
Plan, such shares of Common Stock will be validly issued, fully
paid and nonassessable.
We hereby consent to be named in the Registration Statement
as counsel that has passed upon the legality of the shares of
Common Stock to be issued pursuant to the Plan. We further
consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement. In giving this consent we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the SEC thereunder.
STEVENS & LEE P.C.,
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated January 22, 2001, included in AmeriServ
Financial, Inc.'s (formerly USBANCORP, Inc.) Form 10-K for the
year ended December 31, 2000.
/s/Arthur Andersen LLP
Pittsburgh, Pennsylvania
August 13, 2001