As filed with the Securities and Exchange Commission on July 2, 2002
Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PEOPLES BANKCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 16-1560886
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
825 STATE STREET
OGDENSBURG, NEW YORK 13699
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(Address of Principal Executive Offices)
PEOPLES BANKCORP, INC. MANAGEMENT RECOGNITION PLAN
PEOPLES BANKCORP, INC. 2000 STOCK OPTION AND INVENTIVE PLAN
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(Full Title of the Plans)
ROBERT E. WILSON, PRESIDENT
PEOPLES BANKCORP, INC.
825 STATE STREET
OGDENSBURG, NEW YORK 13669
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(Name and Address of Agent For Service)
(315) 393-4340
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOAN S. GUILFOYLE, ESQUIRE
STRADLEY RONON STEVENS & YOUNG, LLP
1220 19TH STREET NW, SUITE 700
WASHINGTON, DC 20036
(202) 419-8410
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock
$.01 par value 18,814 (2) $325,794 (2) $29.97
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<FN>
(1) Maximum number of shares issuable under the Peoples Bankcorp, Inc.
Management Recognition Plan (5,375 shares) and the Peoples Bankcorp, Inc.
2000 Stock Option and Incentive Plan (13,439 shares), as such amounts may
be increased in accordance with said plans in the event of a merger,
consolidation, recapitalization or similar event involving the Registrant.
(2) Pursuant to Rule 457(h), 7,342 shares being registered hereby are presently
subject to options at an exercise price of $11,625 per share ($85,932 in
the aggregate) and 11,422 shares being registered hereby are based upon the
average of the bid and asked selling prices of the common stock of the
Registrant as reported on the OTC Electronic Bulletin Board on July 1, 2002
of $21.00 per share ($239,862 in the aggregate).
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*This Registration Statement relates to the registration of 18,814 shares
of Common Stock, $.01 par value per share, of Peoples Bankcorp, Inc. (the
"Company") reserved for issuance and delivery under the Peoples Bankcorp, Inc.
Management Recognition Plan and the Peoples Bankcorp, Inc. 2000 Stock Option and
Incentive Plan (together, the "Plans"). Documents containing the information
required by Part I of this Registration Statement will be sent or given to
participants in the Plans in accordance with Rule 428(b)(1). In accordance with
Note to Part I of Form S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Peoples Bankcorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and, accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 filed with the Commission on April 1, 2002 (Commission File
No. 0-25217).
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002 filed with the Commission on May 15, 2002 (Commission File No.
0-25217).
(c) The description of the Company's Securities as contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 29, 1998 (Commission File No. 333-63625).
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER
THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") 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
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Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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In addition to and apart from the indemnification provided for in the
Corporation Law of New York, as from time to time amended, the Company shall
provide indemnification to its directors as outlined in Article 11 of the
Company's Certificate of Incorporation as stated below:
A. Right to Indemnification. Each person who was or is made a party or is
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threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact:
(1) that he or she is or was a director or officer of the Corporation,
or
(2) that he or she, being at the time a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
trustee, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (collectively, "another enterprise" or "other
enterprise"), whether either in case (i) or in case (ii) the basis of such
proceeding is alleged action or inaction (x) in an official capacity as a
director or officer of the Corporation, or as a director, trustee, officer,
employee or agent of such other enterprise, or (y) in any other capacity related
to the Corporation or such other enterprise while so serving as a director,
trustee, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Business Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, with respect to actions taken prior to such amendment, only to
the extent that such amendment does not prohibit the Corporation from providing
broader indemnification rights than permitted prior thereto), against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. The persons indemnified by this Article Eleventh are hereinafter
referred to as "indemnities." Such indemnification as to such alleged action or
inaction shall continue as to an indemnitee who has after such alleged action or
inaction ceased to be a director or officer of the Corporation, or director,
officer, employee or agent of another enterprise; and shall inure to the benefit
of the indemnitee's heirs, executors and administrators. The right to
indemnification conferred in this Article Eleventh: (i) shall be a contract
right; (ii) shall not be affected adversely as to any indemnitee by any
amendment of this Certificate of Incorporation with respect to any action or
inaction occurring prior to such amendment; and (iii) shall, subject to any
requirements imposed by law and the Bylaws, include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition.
B. Relationship to Other Rights and Provisions Concerning Indemnification.
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The rights to indemni- fication and to the advancement of expenses conferred in
this Article Eleventh shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, this Certificate of
Incorporation, Bylaws, agreement (including any agreement between such person
and any of the Corporation's affiliates, predecessor or subsidiary corporations
or any constituent corporation absorbed by the Corporation in a consolidation or
merger), vote of shareholders or disinterested directors or otherwise. The
Bylaws may contain such other provisions concerning indemnification, including
provisions specifying reasonable procedures relating to and conditions to the
receipt by indemnitees of indemnification, provided that such provisions are not
inconsistent with the provisions of this Article Eleventh.
C. Agents and Employees. The Corporation may, to the extent authorized from
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time to time by the Board of Directors and to the fullest extent authorized by
the Business Corporation Law, as the same exists or may hereafter be amended,
grant rights to indemnification, and to the advancement of expenses, to any
employee or agent of the Corporation (or any person, other than a director or
officer of the Corporation, serving at the Corporation's request as a director,
trustee, officer, employee or agent of another enterprise) or to persons who are
or were a director, officer, employee or agent of any of the Corporation's
affiliates, predecessor or subsidiary corporations or of a constituent
corporation absorbed by the Corporation in a consolidation or merger or who is
or was serving at the request of such affiliate, predecessor or subsidiary
corporation or of such constituent corporation as a director, officer, employee
or agent of another enterprise, in each case as determined by the Board of
Directors to the fullest extent of the provisions of this Article Eleventh in
cases of the indemnification and advancement of expenses of directors and
officers of the Corporation, or to any lesser extent (or greater extent, if
permitted by law)
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determined by the Board of Directors. Nothing in this Article Eleventh C. shall
limit the indemnification provided in Article Eleventh A. hereof to any officer
or director of the Corporation who was or is made a party or is threatened to be
made a party to or is otherwise involved in any proceeding by reason of the fact
that he or she is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of any subsidiary of the
Corporation or any other enterprise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:
5 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Morrow & Poulsen, P.C.
24 Power of Attorney (contained in signature page to this registration
statement)
99.1 Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
trust agreement, as amended
99.2 Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the Peoples Bankcorp,
Inc. 2000 Stock Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the Peoples
Bankcorp, Inc. 2000 Stock Option and Incentive Plan
99.5 Form of Agreement to be entered into with Optionees with respect to
Stock Appreciation Rights granted under the Peoples Bankcorp, Inc.
2000 Stock Option and Incentive Plan
99.6 Notice of MRP Award
ITEM 9. UNDERTAKINGS
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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 which,
individually or together, 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 SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent
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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 additional or changed material information on
to the plan of distribution; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or
S-8, and the information required to be included in a post-effective
amendment is incorporated by reference from the periodic reports filed by
the small business issuer under the Securities Exchange Act of 1934.
(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 file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the small business issuer 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 small business
issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Ogdensburg, State of New York, on ____________, 2002.
PEOPLES BANKCORP, INC.
By:/s/ Robert E. Wilson
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Robert E. Wilson
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Peoples Bankcorp, Inc., hereby severally
constitute and appoint Robert E. Wilson, who may act, with full power of
substitution, our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Robert E. Wilson, who
may act, may deem necessary or advisable to enable Peoples Bankcorp, Inc. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the registration of Peoples Bankcorp, Inc. common stock, including specifically,
but not limited to, power and authority to sign for us in our names in the
capacities indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Robert E. Wilson, shall do or cause to be done by
virtue thereof.
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.
Signatures Title Date
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By:/s/ Robert E. Wilson President and ChiefExecutive July 2, 2002
----------------------------------- Officer (Principal Executive
Robert E. Wilson Officer)
By:/s/ Todd R. Mashaw Vice President July 2, 2002
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Todd R. Mashaw
By:/s/ Robert E. Hentschel Chairman of the Board July 2, 2002
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Robert E. Hentschel
By:/s/ Anthony P. LeBarge, Sr. Director July 2, 2002
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Anthony P. LeBarge, Sr.
By:/s/ George E. Silver Director July 2, 2002
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George E. Silver
By:/s/ Wesley L. Stitt Director July 2, 2002
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Wesley L. Stitt
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of Morrow & Poulsen, P.C.
24 Power of Attorney (contained in signature page to this registration
statement)
99.1 Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
trust agreement, as amended
99.2 Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the Peoples Bankcorp,
Inc. 2000 Stock Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the Peoples
Bankcorp, Inc. 2000 Stock Option and Incentive Plan
99.5 Form of Agreement to be entered into with Optionees with respect to
Stock Appreciation Rights granted under the Peoples Bankcorp, Inc.
2000 Stock Option and Incentive Plan
99.6 Notice of MRP Award