As filed with the Securities and Exchange Commission on June 1,
1994.
Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USBANCORP, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1424278
(State of Incorporation) (I.R.S. Employer Identification No.)
Main & Franklin Streets, Johnstown, PA 15901
(Address of Principal Executive Offices) (Zip Code)
USBANCORP, Inc. 1991 Stock Option Plan
(Full title of the Plan)
Terry K. Dunkle Jeffrey P. Waldron, Esquire
President and Chief Stevens & Lee
Executive Officer Four Glenhardie Corporate Center
USBANCORP, Inc. 1255 Drummers Lane, P.O. Box 236
Main & Franklin Streets Wayne, Pennsylvania 19087
(814) 533-5300 (610) 964-1480
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Offering Registration
to be Registered Registered1 Per Unit2 Price Fee
Common Stock 128,000 shares $24.125 $3,088,000 $1,064.83
$2.50 par value
_______________________________________________________________________________
<FN>
1 Based upon the maximum number of shares of the Registrant's
common stock issuable under the USBANCORP, Inc. 1991 Stock
Option Plan.
2 Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
and (h)(1), on the basis of the average of the closing high
and low prices of the Registrant's common stock as reported
on the NASDAQ National Market System as of May 26, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference
in this Registration Statement:
(a) The Annual Report on Form 10-K of USBANCORP for the
year ended December 31, 1993, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) All other reports filed by USBANCORP pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 1993.
(c) The description of USBANCORP's common stock contained
in its registration statement on Form 8A filed with the
Securities and Exchange Commission on November 13,
1985.
All documents subsequently filed by USBANCORP pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment 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 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.
Sections 1741, 1742 and 1743 of the Pennsylvania
Business Corporation Law of 1988, as amended, set forth
circumstances under which directors and officers may be
indemnified against liability. USBANCORP's Bylaws specifically
provide that the directors, officers, agents and employees of
USBANCORP may be indemnified against liability to the fullest
extent permitted by law.
USBANCORP has purchased a liability insurance policy
which insures USBANCORP, under certain circumstances, in the
event it indemnifies a director or officer of USBANCORP or a
subsidiary pursuant to the provisions of the Bylaws of USBANCORP
or otherwise or advances costs (including the cost of defending
any action) incurred by directors or officers in their capacity
as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of USBANCORP, Inc.
(incorporated herein by reference to Exhibit 4.1
to Form S-2, 33-56684).
4.2 Bylaws of USBANCORP, Inc. (incorporated herein by
reference to Exhibit 4.2 to Form S-2, 33-56684).
4.3 Shareholder Protection Rights Agreement, dated as
of November 10, 1989, between USBANCORP, Inc. and
United States National Bank in Johnstown, as
Rights Agent (incorporated by reference to
Exhibit 4.2 to Form S-2, 33-56684).
5. Opinion of Stevens & Lee re: legality of common
stock being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Price Waterhouse.
23.3 Consent of Stevens & Lee is contained in its
opinion at Exhibit 5 of this Registration
Statement.
24. Power of Attorney of Directors and Officers
(included on signature page).
99. USBANCORP, Inc. 1991 Stock Option Plan.
Item 9. Undertakings.
(a) USBANCORP 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; unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by
USBANCORP pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that is incorporated herein by
reference;
(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, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by USBANCORP pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934 that is incorporated herein by reference; 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 to such information 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) USBANCORP hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of USBANCORP'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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of USBANCORP pursuant to the
provisions described in Item 6 above, or otherwise, USBANCORP 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 USBANCORP of expenses incurred or paid
by a director, officer or controlling person of USBANCORP 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, USBANCORP 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,
USBANCORP 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 this 27th day of
May, 1994.
USBANCORP, Inc.
By:/s/ Terry K. Dunkle
Terry K. Dunkle, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry K. Dunkle,
and Orlando B. Hanselman, 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 said
attorney-in-fact and agents 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 Date
/s/Terry K. Dunkle Chairman of the Board May 27, 1994
Terry K. Dunkle President, Chief Executive
Officer (Principal
Executive Officer)
/s/ Orlando B. Hanselman Executive Vice May 27, 1994
Orlando B. Hanselman President, Chief
Financial Officer &
Manager of Corporate Services
(Principal Financial and
Accounting Officer)
/s/ Jerome M. Adams Director May 27, 1994
Jerome M. Adams
/s/ Robert A. Allen Director May 27, 1994
Robert A. Allen
/s/ Clifford A. Barton Director May 27, 1994
Clifford A. Barton
/s/ Michael F. Butler Director May 27, 1994
Michael F. Butler
/s/ Louis Cynkar Director May 27, 1994
Louis Cynkar
/s/ Dennis J. Fantaski Director May 27, 1994
Dennis J. Fantaski
/s/ Richard W. Kappel Director May 27, 1994
Richard W. Kappel
/s/ John H. Kunkle, Jr. Director May 27, 1994
John H. Kunkle, Jr.
/s/ James F. O'Malley Director May 27, 1994
James F. O'Malley
/s/ Frank J. Pasquerilla Director May 27, 1994
Frank J. Pasquerilla
/s/ Jack Sevy Director May 27, 1994
Jack Sevy
/s/ Thomas C. Slater Director May 27, 1994
Thomas C. Slater
/s/ James C. Spangler Director May 27, 1994
James C. Spangler
/s/ W. Harrison Vail Director May 27, 1994
W. Harrison Vail
/s/ Robert L. Wise Director May 27, 1994
Robert L. Wise
EXHIBIT INDEX
Page Number
in Manually
Exhibits Signed Original
5. Opinion of Stevens & Lee
re: legality of common stock
being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Price Waterhouse.
23.3 Consent of Stevens & Lee is
contained in its opinion at
Exhibit 5 of this Registration
Statement.
24.1 Power of Attorney of Directors
and Officers (included on
signature page).
99. USBANCORP, Inc. 1991 Stock
Option Plan.