As filed with the Securities and Exchange Commission on
August 24, 1998.
Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
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)
Delaware 23-2820537
(State of Incorporation) (I.R.S. Employer Identification No.)
High & Hanover Streets
P.O. Box 1090
Pottstown, Pennsylvania 19464
(610) 323-1500
(Address and telephone number of principal executive offices)
Patriot Bank Corp. Employee Stock Purchase Plan
(Full Title of the Plan)
With a copy to:
Joseph W. Major Edward C. Hogan, Esquire
President and Chief Stevens & Lee
Executive Officer One Glenhardie Corporate Center
High & Hanover Streets Suite 202
Pottstown, Pennsylvania 19464 1275 Drummers Lane
(610) 323-1500 P.O. Box 236
(Name, address and Wayne, Pennsylvania 19087-0236
telephone number of agent (610) 478-2000
for service)
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CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 250,000 $13.69 $3,422,500 $1,038
par value
$0.01 per
share(2)
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the <PAGE 1>
Securities Act of 1933, as amended (the "Securities Act").
Price per share represents the average of the high and low
prices for a share of Registrant's Common Stock on
August 18, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PAGE 2
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) Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
(c) Current Reports on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on March 4,
1998 (as amended by the Current Report on Form 8-K/A
filed with the Commission on March 24, 1998) and
June 4, 1998.
(d) The description of the common stock, par value $0.01
per share (the "Common Stock"), of the Registrant
contained in the Registration Statement on Form 8-A
filed on September 11, 1995 by the Registrant to
register the Common Stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment that 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.
Any statements contained herein or in a document
incorporated or deemed 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 subsequently filed document that also is or is
deemed 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.
The description of the authorized capital stock of
Registrant is incorporated by reference herein. See Item 3.
<PAGE 3>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the General Corporation Law
of the State of Delaware, each director and officer of the
Registrant may be indemnified by the Registrant against expenses
(including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed
legal proceedings in which he or she is involved by reason of the
fact that he or she is or was a director or officer of the
Registrant if he or she acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to
believe that his or her conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Registrant, the
director or officer may not be indemnified in respect of any
claim, issue or matter as to which he or she shall have been
adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Registrant unless a court
determines otherwise.
Article Eleventh of the Certificate of Incorporation of the
Registrant provides that, to the fullest extent permitted by law,
directors of the Registrant will not be liable for monetary
damages to the Registrant or its stockholders for breaches of
their fiduciary duties.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1* Certificate of Incorporation of Registrant.
4.2* Bylaws of Registrant.
4.3 Registrant's Employee Stock Purchase Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Stevens & Lee (Contained in Exhibit 5
of this Registration Statement).
<PAGE 4>
24. Power of Attorney of certain directors and
officers (included on signature page).
_______________
* Exhibits 4.1 and 4.2 are incorporated herein by reference to
Exhibits 3.1 and 3.2, respectively, to Registration
Statement No. 33-96530 on Form S-1.
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
the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement relating to the
securities offered hereby, and the offering of such securities at
that time 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
the purpose 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 a 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 herein 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
<PAGE 5> 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.
PAGE 6
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 Pottstown, Pennsylvania, on August 14, 1998.
PATRIOT BANK CORP.
By /s/ Richard A. Elko
Richard A. Elko,
Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph W. Major
and Richard A. Elko, 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.
PAGE 7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/ Joseph W. Major President and Chief August 17, 1998
Joseph W. Major Executive Officer
(Principal Executive
Officer)
/s/ Richard A. Elko Executive Vice August 14, 1998
Richard A. Elko President and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ James B. Elliott Chairman of the August 14, 1998
James B. Elliott Board and Director
/s/ John H. Diehl Director August 14, 1998
John H. Diehl
/s/ Leonard A. Huff Director August 14, 1998
Leonard A. Huff
/s/ Samuel N. Landis Director August 14, 1998
Samuel N. Landis
/s/ Larry V. Thren Director August 20, 1998
Larry V. Thren
/s/ James A. Bentley, Jr. Director August 14, 1998
James A. Bentley, Jr.
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Patriot Bank Corp. Employee Stock Purchase
Plan have duly caused this registration statement to be signed on
the Plan's behalf by the undersigned, thereunto duly authorized,
in Pottstown, Pennsylvania, on August 20, 1998.
PATRIOT BANK CORP. EMPLOYEE STOCK
PURCHASE PLAN
By /s/ Larry V. Thren
Name: Larry V. Thren
Title: Chairman of the
Personnel Compensation/
Benefits Committee
(Plan Administrator)
PAGE 8
EXHIBIT INDEX
4.1* Certificate of Incorporation of Registrant.
4.2* Bylaws of Registrant.
4.3 Registrant's Employee Stock Purchase Plan.
5. Opinion of Stevens & Lee.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Stevens & Lee (Contained in Exhibit 5
of this Registration Statement).
24. Power of Attorney of certain directors and
officers (included on signature page).
_______________
* Exhibits 4.1 and 4.2 are incorporated herein by reference to
Exhibits 3.1 and 3.2, respectively, to Registration
Statement No. 33-96530 on Form S-1.
<PAGE 9>