As filed with the Securities and Exchange Commission on
July 30, 2002
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PATRIOT BANK CORP.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2820537
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Patriot Bank Corp. 2002 Stock Option Plan
(Full title of Plan)
Patriot Bank Corp.
High and Hanover Streets
Pottstown, Pennsylvania 19464
(610) 323-1500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Richard A. Elko
President and Chief Executive Officer
Patriot Bank Corp.
High and Hanover Streets
Pottstown, Pennsylvania 19464
(610) 323-1500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
William J. Reynolds, Esquire
Stevens & Lee, P.C.
111 North Sixth Street
P.O. Box 679
Reading, Pennsylvania 19603-0679
(610) 478-2099
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of each Maximum Maximum of
Class of Amount Offering Aggregate Regist-
Securities to to be Price per Offering ration
Registered(1) Registered Share(2) Price(2) Fee
Common Stock, 300,000 $12.96 $3,888,000 $357.70
no par value
(1) Based on the maximum number of shares of Patriot Bank Corp.
common stock, no par value per share, authorized for issuance
under the plan set forth above. An indeterminate number of
shares of common stock as may become issuable by reason of the
anti-dilution provisions of the plans are also hereby
registered.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the bid and asked prices for a share of the
Registrant's common stock on July 24, 2002.
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PART II
Item 3. Incorporation of Documents by Reference.
In this Registration Statement, "we," "us" and "our" refer
to Patriot Bank Corp.
The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:
(a) our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
(b) our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2002; and
(c) all other documents filed by us after the date of this
Registration Statement under Section 13(a), 13(c),14 and
15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and part of
this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Our authorized capital stock consists of 20,000,000 shares
of common stock, no par value, and 5,000,000 shares of preferred
stock. Set forth below is a brief outline of certain material
information concerning our authorized capital stock. This
summary outline is qualified by reference to the express terms
of our articles of incorporation.
Preferred Stock
Our preferred stock may, in the discretion of our Board of
Directors, be issued, from time to time, as a class without
series or, if so determined by the Board of Directors, either in
whole or in part, in one or more series. The Board of Directors
will have the power to determine the par value, voting rights,
designations, preferences and other rights, and the
qualifications, limitations and restrictions thereof, of the
preferred stock.
Common Stock
Each share of our common stock will have the same relative
rights and will be identical in all respects with every other
share of our common stock. The holders of our common stock will
possess exclusive voting rights, except to the extent that
shares of preferred stock issued in the future may have voting
rights, if any. Each holder of shares of our common stock will
be entitled to one vote of each share held of record on all
matters submitted to a vote of holders of shares of our common
stock. Holders of our common stock will not be entitled to
cumulate their votes for election of directors.
Dividends
Our Board of Directors may, from time to time, declare
dividends to the holders of our common stock, who will be
entitled to share equally in any such dividends.
Liquidation
In the event of our liquidation, dissolution or winding up,
each holder of shares of our common stock would be entitled to
receive, after payment of all of our debts and liabilities, a
pro rata portion of all of our assets available for distribution
to holders of or common stock. If any preferred stock is
issued, the holders thereof may have a priority in liquidation
or dissolution over the holders of our common stock.
Other Characteristics
Holders of our common stock will not have preemptive rights
with respect to any additional shares of our common stock that
may be issued. Our common stock is not subject to call for
redemption, and the outstanding shares of our common stock are
fully paid and nonassessable.
Special Charter and Pennsylvania Corporate Law Provisions
Our articles of incorporation and bylaws contain certain
provisions which may have the effect of deterring or
discouraging, among other things, a nonnegotiated tender or
exchange offer for our stock, a proxy contest for control of us,
the assumption of control of us by a holder of a large block of
our stock and the removal of our management. These provisions:
* empower our board of directors, without shareholder
approval, to issue our preferred stock, the terms of
which, including voting power, are set by our board of
directors;
* divide our board of directors into three classes serving
staggered three-year terms;
* restrict the ability of shareholders to remove
directors;
* require that shares with at least 80% of votes cast
approve mergers and other similar transactions if the
transaction is not approved, in advance, by 75% of
the members of our board of directors;
* prohibiting a shareholder with total voting power in
excess of 10% from voting shares in excess of 10% of
voting power;
* prohibit shareholders' actions without a meeting;
* require that shares with at least 80%, or in certain
instances a majority, of total voting power approve the
repeal or amendment of our articles of incorporation;
* require any person who acquires our stock with voting
power of 25% or more to offer to purchase for cash all
remaining shares of our voting stock at the highest
price paid by such person for shares of our voting stock
during the preceding year;
* eliminate cumulative voting in elections of directors;
* require an affirmative vote of at least two-thirds of
out total voting power in order for shareholders to
repeal or amend our bylaws; and
* require advance notice of nominations for the election
of directors and the presentation of shareholder
proposals at meetings of shareholders.
The Pennsylvania Business Corporation Law of 1988 also
contains certain provisions applicable to us which may have the
effect of impeding a change in control. These provisions, among
other things:
* require that, following any acquisition of 20% of a
public corporation's voting power, the remaining
shareholders have the right to receive payment for their
shares, in cash, from the acquiring person or group in
an amount equal to the "fair value" of the shares,
including an increment representing a proportion of any
value payable for control of the corporation;
* prohibit for five years, subject to certain exceptions,
a "business combination," which includes a merger or
consolidation of the corporation or a sale, lease or
exchange of assets, with a shareholder or group of
shareholders beneficially owning 20% or more of a public
corporation's voting power;
* require disgorgement by any person or group who or which
has acquired or publicly disclosed an intent to acquire
20% or more of a corporation's voting power of any
profit realized from the sale of any shares acquired
within specified time periods of such acquisition or
disclosure if the shares are sold within eighteen months
thereafter; and
* prohibit a person or group who or which exceeds certain
stock ownership thresholds (20%, 33-1/3% and 50%) for
the first time from voting the "control shares" (i.e.,
the shares owned in excess of the applicable threshold)
unless voting rights are restored by a vote of
disinterested shareholders.
In 1990, Pennsylvania adopted legislation further amending
the Pennsylvania Business Corporation Law of 1988. To the
extent applicable to us at the present time, this legislation
generally:
* expands the factors and groups (including shareholders)
which our board of directors can consider in determining
whether a certain action is in the best interests of the
corporation;
* provides that our board of directors need not consider
the interests of any particular group as dominant or
controlling;
* provides that our directors, in order to satisfy the
presumption that they have acted in the best interests
of the corporation, need not satisfy any greater
obligation or higher burden of proof for actions
relating to an acquisition or potential acquisition of
control;
* provides that actions relating to acquisitions of
control that are approved by a majority of
"disinterested directors" are presumed to satisfy the
directors' standard, unless it is proven by clear and
convincing evidence that the directors did not assent to
such action in good faith after reasonable
investigation; and
* provides that the fiduciary duty of our directors is
solely to the corporation and may be enforced by the
corporation or by a shareholder in a derivative action,
but not by a shareholder directly.
The 1990 amendments to the Pennsylvania Business
Corporation Law of 1988 explicitly provide that the fiduciary
duty of directors does not require directors to:
* redeem any rights under, or to modify or render
inapplicable, any shareholder rights plan;
* render inapplicable, or make determinations under,
provisions of the Pennsylvania Business Corporation Law
of 1988, relating to control transactions, business
combinations, control share acquisitions or disgorgement
by certain controlling shareholders following attempts
to acquire control; or
* act as the board of directors, a committee of the board
or an individual director solely because of the effect
such action might have on an acquisition or potential or
proposed acquisition of control of the corporation or
the consideration that might be offered or paid to
shareholders in such an acquisition.
One of the effects of the 1990 fiduciary duty statutory
provisions may be to make it more difficult for a shareholder to
successfully challenge the actions of our board of directors in
a potential change in control context. Pennsylvania case law
appears to provide that the fiduciary duty standard under the
1990 amendments to the Pennsylvania Business Corporation Law of
1988 grants directors the statutory authority to reject or
refuse to consider any potential or proposed acquisition of the
corporation.
Item 5. Interest 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.
Our bylaws provide for (1) indemnification of our
directors, officers, employees and agents and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by us.
Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to our directors, officers and
controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the 1933 Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibits:
Number Description
3.1 Articles of Incorporation of Patriot Bank Corp.
(Incorporated by reference to Exhibit 3.1 to Patriot
Bank Corp.'s Registration Statement No. 333-65045 on
Form S-4.)
3.2 Bylaws of Patriot Bank Corp. (Incorporated by
reference to Exhibit 3.2 to Patriot Bank Corp.'s
Registration Statement No. 333-65045 on Form S-4.)
5.1 Opinion of Stevens & Lee, P.C.
23.1 Consent of Stevens & Lee, P.C. (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
99.1 Patriot Bank Corp. 2002 Stock Option Plan.
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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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(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) do not apply if the information
required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed 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 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.
(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, 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 that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pottstown, Commonwealth of
Pennsylvania, on July 25, 2002.
PATRIOT BANK CORP.
By /s/ Richard A. Elko
Richard A. Elko,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A.
Elko, James G. Blume or Jeffrey P. Waldron, and each of them,
his true and lawful attorney-in-fact, as agent with full power
of substitution and resubstitution of 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.
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.
Signature Title
/s/ James B. Elliott Chairman of the July 25, 2002
James B. Elliott Board and Director
/s/ Richard A. Elko President, Chief July 25, 2002
Richard A. Elko Executive Officer
and Director
/s/ Larry V. Thren Director July 25, 2002
Larry V. Thren
/s/ James A. Bentley, Jr. Director July 25, 2002
James A. Bentley, Jr.
Director July __, 2002
Russell J. Kunkel
/s/ Thomas D. Paulus Director July 25, 2002
Thomas D. Paulus
/s/ James G. Blume Senior Vice President July 25, 2002
James G. Blume and Chief Financial
Officer (principal
accounting officer)
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation of Patriot Bank Corp.
(Incorporated by reference to Exhibit 3.1 to Patriot
Bank Corp.'s Registration Statement No. 333-65045 on
Form S-4.)
3.2 Bylaws of Patriot Bank Corp. (Incorporated by
reference to Exhibit 3.2 to Patriot Bank Corp.'s
Registration Statement No. 333-65045 on Form S-4.)
5.1 Opinion of Stevens & Lee, P.C.
23.1 Consent of Stevens & Lee, P.C. (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
99.1 Patriot Bank Corp. 2002 Stock Option Plan.
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