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As filed with the Securities and Exchange Commission on
November 12, 1998
Registration No. 333-63625
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
PEOPLES BANKCORP, INC.
(Name of Small Business Issuer in its charter)
NEW YORK 6035 [TO BE APPLIED FOR]
--------- ---- -------------------
(State or other jurisdication (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) identification number)
825 STATE STREET
OGDENSBURG, NEW YORK 13669
(315) 393-4340
(Address and telephone number of principal executive offices and
principal place of business)
ROBERT E. WILSON, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PEOPLES BANKCORP, INC.
825 STATE STREET
OGDENSBURG, NEW YORK 13669
(315) 393-4340
(Name, address and telephone number of agent for service)
COPIES TO:
Gary R. Bronstein, Esquire
Joan S. Guilfoyle, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street, N.W., Suite 700
Washington, D.C. 20036
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.[ ] _____________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ________
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] _________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
* Legal Fees and Expenses . . . . . . . . . . . $ 50,000
* Printing, Word Processing, Postage and
Mailing. . . . . . . . . . . . . . . . . . . 40,000
* Appraisal and Business Plan Fees
and Expenses . . . . . . . . . . . . . . . . 19,000
* Accounting Fees and Expenses. . . . . . . . . 75,000
* Blue Sky Filing Fees and Expenses
(including counsel fees). . . . . . . . 10,000
* Transfer Agent Fees . . . . . . . . . . . 3,000
* Conversion Agent Fees . . . . . . . . . . 6,000
* Federal Filing Fees (OTS and SEC) . . . . 9,000
* Other Expenses. . . . . . . . . . . . . . 8,000
--------
Total . . . . . . . . . . . . . . . . . . $220,000
========
__________
* Estimated
** Does not include $90,500 in estimated underwriting fees and
expenses.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF OGDENSBURG
FEDERAL SAVINGS AND LOAN ASSOCIATION
Federal Regulations clearly define areas for indemnity coverage
by Ogdensburg Federal Savings and Loan Association (the
"Association"), as follows:
(a) Any person against whom any action is brought by
reason of the fact that such person is or was a director or
officer of the Association shall be indemnified by the
Association for:
(i) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or
incurred by such person in connection with pro-
ceedings related to the defense or settlement of
such action;
(ii) Any amount for which such person becomes
liable by reason of any judgment in such action;
(iii) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or
incurred in any action to enforce his rights under
this section, if the person attains a final judgment
in favor of such person in such enforcement action.
(b) Indemnification provided for in subparagraph (a)
shall be made to such officer or director only if the
requirements of this subparagraph are met:
(i) The Association shall make the indemnification
provided by subparagraph (a) in connection with any
such action which results in a final judgment on the
merits in favor of such officer or director.
(ii) The Association shall make the indemnification
provided by subparagraph (a) in case of settlement
of such action, final judgment against such director
or officer or final judgment in favor of such direc-
tor or officer other than on the merits except in
relation to matters as to which he shall be adjudged
to be liable for negligence or misconduct in the
performance of his duty, only if a majority of the
directors of the Association determines that such a
director or officer was acting in good faith within
what he was reasonably entitled to believe under the
circumstances was the scope
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of his employment or authority and for a purpose which
he was reasonably entitled to believe under the
circumstances was in the best interest of the
Association or their members or stockholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other
judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) "Court" includes, without limitation, any
court to which or in which any appeal or any
proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or
order which is appealable and as to which the period
for appeal has expired and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment
by consent or by confession or upon a plea of guilty
or of nolo contendere.
Ogdensburg Federal has a directors and officers liability
policy providing for insurance against certain liabilities
incurred by directors and officers of Ogdensburg Federal while
serving in their capacities as such.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF PEOPLE'S BANKCORP,
INC.
Under the New York Business Corporation Law ("NYBCL"), a
corporation may indemnify its directors and officers made, or
threatened to be made, a party to any action or proceeding,
except for stockholder derivative suits, if such director or
officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to, the best
interests of the corporation, and, in criminal proceedings, had
no reasonable cause to believe his or her conduct was unlawful.
In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith
for a purpose which he or she reasonably believed to be in or,
in the case of service to another corporation or enterprise, not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise
disposed of, or (ii) any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation, unless
and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.
Any person who has been successful on the merits or
otherwise in the defense of a civil or criminal action or
proceeding will be entitled to indemnification. Except as
provided in the preceding sentence, unless ordered by a court
pursuant to the NYBCL, any indemnification under the NYBCL
pursuant to the above paragraph may be made only if authorized
in the specific case and after a finding that the director or
officer met the requisite standard of conduct by (i) the
disinterested directors if a quorum is available, (ii) the board
upon the written opinion of independent legal counsel or (iii)
the stockholders.
The indemnification described above under the NYBCL is not
exclusive of other indemnification rights to which a director or
officer may be entitled, whether contained in the certificate of
incorporation or bylaws or when authorized by (i) such
certificate of incorporation or bylaws, (ii) a resolution of
stockholders, (iii) a resolution of directors, or (iv) an
agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts were
committed in bad faith or were the result of active and
deliberate dishonesty and
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were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The foregoing statement is qualified in its entirety by
reference to Section 715, 717, 721 through 725 of the NYBCL.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Pursuant to its Charter and New York law, the Company is
permitted to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent
of the Company. The Association currently maintains such a
policy and it is intended that the Company will become a party
to such policy.
ELEVENTH:
A. RIGHT TO INDEMNIFICATION. Each person who was
or is made a party or is 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 "indemnitees." 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. The rights to indemnification
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
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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 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) 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 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not applicable.
Item 16. Exhibits and Financial Statement Schedules:
The exhibits and financial statement schedules filed as a
part of this registration statement are as follows:
(a) LIST OF EXHIBITS
EXHIBIT NO. DESCRIPTION
---------- -----------
* 1 Agency Agreement with Trident Securities, Inc.
* 2 Plan of Conversion (Exhibit A to Proxy
Statement filed as Exhibit 99.2)
* 3.1 Certificate of Incorporation of Peoples Bankcorp,
Inc.
* 3.2 Bylaws of People's Bankcorp, Inc.
* 4 Form of Common Stock Certificate of Peoples
Bankcorp, Inc.
* 5 Opinion of Housley Kantarian & Bronstein, P.C.
regarding legality of securities being registered
8.1 Federal Tax Opinion of Housley Kantarian &
Bronstein, P.C.
8.2 State Tax Opinion of Silver & Silver
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* 8.3 Opinion of Feldman Financial Advisors as to the
value of subscription rights for tax purposes
* 10.1 Proposed People's Bankcorp, Inc. 1999 Stock Option
and Incentive Plan
* 10.2 Proposed People's Bankcorp, Inc. Management
Recognition Plan and Trust Agreement
* 10.3 Employment Agreement between Ogdensburg Federal
Savings and Loan Association and Robert E. Wilson
* 10.4 Guaranty Agreement between People's Bankcorp, Inc.
and Robert E. Wilson
* 10.5 Employment Agreement between Ogdensburg Federal
Savings and Loan Association and Todd R. Mashaw
* 10.6 Grantor Trust Agreement
* 23.1 Consent of Housley Kantarian & Bronstein, P.C. (in
opinions filed as Exhibits 5 and 8.1)
* 23.2 Consent of KPMG Peat Marwick LLP
* 23.3 Consent of Feldman Financial Advisors
* 24 Power of Attorney (reference is made to the
signature page of the Form SB-2)
* 27 Financial Data Schedule
* 99.1 Proposed Stock Order Form and Form of
Certification
* 99.2 Proxy Statement for Special Meeting of Members of
Ogdensburg Federal Savings and Loan Association;
Form of Proxy
* 99.3 Form of Miscellaneous Solicitation and
Marketing Materials
* 99.4 Appraisal Report
__________________
* Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES.
No financial statement schedules are filed because the
required information is not applicable or is included in the
consolidated financial statements or related notes.
ITEM 17. UNDERTAKINGS
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:
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(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;
(iii) To include any additional or changed material
information on the plan of distribution.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement of the
securities offered, 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 or remove from
registration any of the securities that remain unsold at the end
of the offering.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") 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 questions 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.
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SIGNATURES
In accordance with 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 SB-2 and authorized this amended registration statement to
be signed on its behalf by the undersigned, in the City of
Ogdensburg, State of New York, on November 11, 1998.
PEOPLES BANKCORP, INC.
By: /s/ Robert E. Wilson
------------------------------
Robert E. Wilson
President and Chief Executive
Officer
(Duly Authorized Representative)
In accordance with the requirements of the Securities Act
of 1933, this amended registration statement has been signed by
the following persons in the capacities and on the dates stated.
Signatures Title Date
/s/ Robert E. Wilson President, Chief Executive November 11, 1998
- ----------------------------- Officer and Director
Robert E. Wilson (Principal Executive,
Accounting and Financial
Officer)
* /s/ Robert E. Hentschel Chairman of the Board
- -----------------------------
Robert E. Hentschel
* /s/ Anthony P. LeBarge, Sr. Director
- -----------------------------
Anthony P. LeBarge, Sr.
* /s/ Wesley L. Stitt Director
- -----------------------------
Wesley L. Stitt
* /s/ George E. Silver Director
- -----------------------------
George E. Silver
* By: /s/ Robert E. Wilson November 11, 1998
------------------------
Robert E. Wilson
Attorney-in-Fact