As filed with the Securities and Exchange Commission on July 12,
1999
Registration No. 333-_______
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12126
(State or other jurisdiction of (Commission File No.)
incorporation or organization)
25-1440803
(I.R.S. Employer
Identification Number)
20 South Main Street, Chambersburg, Pennsylvania 17201-0819
(Address of Principal Executive Offices Including Zip Code)
FARMERS AND MERCHANTS TRUST COMPANY
PROFIT-SHARING PLAN
(Exact name of registrant as specified in its charter)
Franklin Financial Services Corporation
20 South Main Street, Chambersburg, Pennsylvania 17201-0819
(Address of Principal Executive Offices)
FARMERS AND MERCHANTS TRUST COMPANY
PROFIT-SHARING PLAN
(Full title of the Plan)
Elaine G. Meyers
Chief Financial Officer
20 South Main Street, Chambersburg, Pennsylvania 17201-0819
(717) 264-6116
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE(1)
Proposed Proposed
Title of each Maximum Maximum Amount
Class of Amount Offering Aggregate of
Securities to to be Price per Offering Registration
Registered Registered(2) Share(2) Price Fee
<PAGE 1>
Common 100,000 $ 29.75 $2,975,000 $828
Stock, shares
par value
$1.00 per
share
________________________
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated solely for calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of
Rule 457 under the Securities Act of 1933, on the basis of
the average of the high and low sale prices of such
securities on the NASDAQ National Market on July 8, 1999,
which date is within five business days prior to filing.
<PAGE 2>
PART II
This Registration Statement relates to 100,000 shares
of Common Stock, par value $1.00 per share (the "Common Stock"),
of Franklin Financial Services Corporation (the "Registrant" or
the "Company"), being registered for use under Farmers and
Merchants Trust Company Profit-Sharing Plan (the "Plan").
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the
Registrant with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998;
(ii) the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999; and
(iii) the Annual Report on Form 11-K of the Plan filed
June 29, 1999.
All Documents subsequently filed by the Registrant or
the Plan pursuant to Sections 13(a), 13(c) 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
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Authorized Capital Stock
Franklin Financial Services Corporation's authorized
capital stock consists of 5,000,000 shares of common stock, $1.00
par value per share (the "Common Stock"), and 5,000,000 shares of
no par value stock (the "Blank Check Stock"). The Board of
Directors of the Company has the authority to issue shares of the
Blank Check Stock in one or more classes or series as common or
preferred stock and to establish by resolution the voting rights,
conversion rights, redemption rights, and dividend and
liquidation rights and preferences, if any, of any such class or
series.
Cumulative Voting
Except as provided in any resolution adopted by the
Board of Directors of the Company establishing the terms of any
class or series of Blank Check Stock, each outstanding share of
capital stock of the Company is entitled to one vote on all
matters presented to the shareholders. No shareholder of the
<PAGE 3> Company may cumulate his or her votes for the election
of directors of the Company.
Amendment of Articles or Bylaws
Unless the Board of Directors has previously approved
an amendment to the Articles of Incorporation of the Company,
such amendment to the Articles of Incorporation must be approved
by the holders of two-thirds of the outstanding shares entitled
to vote. If the amendment was previously approved by the Board
of Directors, then only the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote is necessary
to approve such amendment.
The Board of Directors of the Company has the power to
amend the Bylaws of the Company, subject to the right of
shareholders of the Company to amend, repeal, or alter any
provision of the Bylaws by an affirmative vote of the holders of
two-thirds of the outstanding shares entitled to vote.
Antitakeover Provisions
Certain provisions of the Company's Articles of
Incorporation may have the effect of deterring an unsolicitated
tender offer for the Company's stock or a proxy contest to obtain
control of the Company's Board of Directors. Certain of these
provisions are summarized below.
The Articles of Incorporation of the Company provide
that the affirmative vote of holders of two-thirds of the
outstanding shares entitled to vote is required to approve any
merger or consolidation of the Company with or into another
corporation or any dissolution of the Company, unless such action
was approved in advance by the Board of Directors of the Company.
If such action was approved in advance by the Board of Directors,
then the affirmative vote of the holders of only a majority of
the outstanding shares entitled to vote is required to approve
any such merger, consolidation or dissolution.
The Articles of Incorporation of the Company provide
that if any person or corporation (an "Interested Shareholder")
shall acquire beneficial ownership of 50% or more of the
outstanding Common Stock of the Company, then the Company shall
within 30 days offer in writing to redeem all or any shares of
Common Stock of the Company held by any shareholder of the
Company, except the Interested Shareholder, at a price equal to
the greatest of:
(1) the highest price paid by the Interested
Shareholder for any share of the Company's Common Stock during
the 12 month period preceding the date of such redemption offer
(the "Offer Date");
<PAGE 4>
(2) the highest market price for the Company's Common
Stock on any trading day during the 12 month period preceding the
Offer Date; or
(3) the book value per share of the Company's Common
Stock as reported in its statement of condition for the quarterly
period immediately preceding the Offer Date.
The Company is not required to make such redemption
offer if the Board of Directors approved the acquisition by the
Interested Shareholder of 50% or more of the Company's Common
Stock prior to the Interested Shareholder's acquisition of
beneficial ownership of 5% or more of the Company's outstanding
Common Stock.
In addition, in determining whether to oppose any
tender offer for the Company's outstanding stock, the Board of
Directors may consider the effect of such offer on the Company's
employees, customers and depositors and the communities served by
the Company and its subsidiaries.
Staggered Board
The Company's Bylaws provide that the Board of
Directors shall be divided into three classes, with one class of
directors being elected each year. Accordingly, any person who
desires to acquire control of the Board of Directors through a
proxy contest must wait for two years to elect a majority of the
Directors.
Item 5. Interests of Named Experts and Counsel
None.
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 the Registrant provide for
(1) indemnification of directors, officers, employees and agents
<PAGE 5> of the registrant and its subsidiaries and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.
Item 7. Exemption from Registration Claims
Not Applicable.
Item 8. Exhibits
4.1 Farmers and Merchants Trust Company Profit-Sharing
Plan.
4.2 Articles of Incorporation of Franklin Financial
Services Corporation (Incorporated by Reference to
Exhibit 4 to Franklin Financial Services
Corporation's Registration Statement on Form S-8
(No. 33-36509)).
4.3 Bylaws of Franklin Financial Services Corporation
(Incorporated by Reference to Exhibit 4 to
Franklin Financial Services Corporation's
Registration Statement on Form S-8 (No. 33-
36509)).
5.1 Opinion of Stevens & Lee regarding legality of
shares.
23.1 Consent of Stevens & Lee (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
The undersigned Registrant hereby undertakes to submit the Plan
to the Internal Revenue Service (the "IRS") in a timely manner in
order to obtain a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code and to make any
changes in the Plan required by the IRS in order to issue such a
determination letter.
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
<PAGE 6> 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)(ii) do not
apply if the Registration Statement is on Form S-3,
Form S-8, or Form F-3, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the 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.
<PAGE 7>
(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.
(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 of 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 8>
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 Chambersburg, Pennsylvania, on July 8, 1999.
FRANKLIN FINANCIAL SERVICES
CORPORATION
By:/s/William E. Snell, Jr.
William E. Snell, Jr.
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the Plan)
have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Chambersburg, Pennsylvania, on July 7, 1999.
FARMERS AND MERCHANTS TRUST COMPANY
PROFIT SHARING PLAN
By: Plan Administrative Committee,
as Plan Administrator
By:/s/Deborah M. Kepics
Deborah M. Kepics,
Vice President
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.
Signature Title Date
/s/William E. Snell, Jr. President; Director July 8, 1999
William E. Snell, Jr. (Chief Executive
Officer)
/s/Elaine G. Meyers Treasurer and Chief July 7, 1999
Elaine G. Meyers Financial Officer
(Chief Financial and
Accounting Officer)
/s/Jay L. Benedict, Jr. Chairman of the July 8, 1999
Jay L. Benedict, Jr. Board and Director
<PAGE 9>
/s/Robert G. Zulliner Vice Chairman and July 8, 1999
Robert G. Zullinger Director
/s/Charles S. Bender II Executive Vice July 8, 1999
Charles S. Bender II President and
Director
/s/G. Warren Elliott Director July 8, 1999
G. Warren Elliott
Director July __, 1999
Omer L. Eshleman
/s/Donald A. Fry Director July 8, 1999
Donald A. Fry
Director July __, 1999
Dennis W. Good, Jr.
/s/H. Huber McCleary Director July 8, 1999
H. Huber McCleary
/s/Jeryl C. Miller Director July 8, 1999
Jeryl C. Miller
/s/Stephen E. Patterson Director July 8, 1999
Stephen E. Patterson
/s/Charles M. Sioberg Director July 8, 1999
Charles M. Sioberg
/s/Martha B. Walker Director July 8, 1999
Martha B. Walker
<PAGE 10>