As filed with the Securities and Exchange Commission on April 21, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Steelton Bancorp, Inc.
--------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-1830745
- -------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 South Front Street
Steelton, Pennsylvania 17113
------------------------------------
(Address of principal executive offices)
Steelton Bancorp, Inc. 2000 Stock Option Plan
Mechanics Savings Bank Restricted Stock Plan
--------------------------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
---------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ===============
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
- ------------- -------------- --------------- ---------------------- ---------------
Common Stock
$0.10 par value
per share 53,900 shares (2) $503,965 $133.05
======================== =================== ====================== ======================= ===============
(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Steelton Bancorp, Inc. 2000 Stock Option Plan
consists of 38,500 shares, and under the Mechanics Savings Bank
Restricted Stock Plan (the "RSP") consists of 15,400 shares which are
being registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number
of additional shares which may be offered and issued to prevent
dilution resulting from stock splits, dividends or similar
transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 53,900 shares are being registered
hereby, of which 38,500 shares are under option at a weighted average
exercise price of $9.19 per share ($353,815 in the aggregate). The
remainder of such shares (15,400 shares) awarded under the RSP, are
being registered based upon the average of the bid and ask prices of
the Common Stock of the Registrant as reported on the OTC Bulletin
Board on April 18, 2000, of $9.75 per share ($150,150 in the
aggregate), for a total offering of $503,965.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
- ------
Item 2. Registrant Information and Employee Plan Annual Information. *
- ------
*This Registration Statement relates to the registration of 53,900
shares of Steelton Bancorp, Inc. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the Steelton Bancorp, Inc. 2000 Stock Option Plan under which
38,500 shares are issuable, and the Mechanics Savings Bank Restricted Stock Plan
under which 15,400 shares are issuable (together, the "Plans"). Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule
428(b)(1). 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 pursuant to Rule 424, in reliance on
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------
The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on June 25, 1999 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 following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB or the fiscal year ended
December 31, 1999;
(b) Current Report on Form 8-K (Date of Event: February 17, 2000), as
filed with the Commission on February 25, 2000; and
(c) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
June 25, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 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
2
Item 5. Interests of Named Experts and Counsel.
- ------
Not Applicable
Item 6. Indemnification of Directors and Officers.
- ------
Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer, director, employee or agent may be indemnified by the
Company from and against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with threatened, pending
or contemplated proceedings (other than an action by or in the right of the
Company) if such person acted in good faith and in a manner that such person
reasonably believes to be in, or not opposed to, the best interests of the
Company.
Provisions regarding indemnification of directors, officers, employees
or agents of the Company are contained in Article 10 of the Company's Articles
of Incorporation.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the Registrant
could be required to be repaid by the Registrant to an indemnified party.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person against such liability
under the provisions of the Certificate of Incorporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ------
Not Applicable
Item 8. Exhibits.
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
3
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
1933 Act;
(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 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)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or
4
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 1933 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 whether
such indemnification by it is against public policy expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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 the City of Steelton in the Commonwealth of Pennsylvania, as of
April 19, 2000.
Steelton Bancorp, Inc.
By: /s/Harold E. Stremmel
-------------------------------------
Harold E. Stremmel
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Steelton Bancorp, Inc.,
do hereby severally constitute and appoint Harold E. Stremmel as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Harold E. Stremmel may
deem necessary or advisable to enable Steelton Bancorp, 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
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of 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 Harold E. Stremmel shall 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 below by the following persons in the
capacities indicated as of the date indicated.
/s/Marino Falcone /s/Harold E. Stremmel
- --------------------------------------- --------------------------------------
Marino Falcone Harold E. Stremmel
Director President, CEO, and Director
April 19, 2000 April 19, 2000
- --------------------------------------- --------------------------------------
Date Date
/s/James F. Stone /s/Joseph A. Wiedeman
- --------------------------------------- --------------------------------------
James F. Stone Joseph A. Wiedeman
Director Director and Treasurer
April 19, 2000 April 19, 2000
- --------------------------------------- --------------------------------------
Date Date
/s/Victor J. Segina /s/Richard E. Farina
- --------------------------------------- --------------------------------------
Victor J. Segina Richard E. Farina
Director and Secretary Director
April 19, 2000 April 19, 2000
- --------------------------------------- --------------------------------------
Date Date
/s/James S. Nelson /s/Shannon Aylesworth
- --------------------------------------- --------------------------------------
James S. Nelson Shannon Aylesworth
Senior Vice President and Director Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
April 19, 2000 April 19, 2000
- --------------------------------------- --------------------------------------
Date Date
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Steelton Bancorp, Inc. 2000 Stock Option Plan
4.2 Mechanics Savings Bank Restricted Stock Plan
4.3 Form of Stock Option Agreement to be entered into
with respect to Incentive Stock Options under the Stock Option
Plan
4.4 Form of Stock Option Agreement to be entered into with
respect to Non-Incentive Stock Options under the Stock
Option Plan
4.5 Form of Restricted Stock Award Agreement
4.6 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of McKonly & Asbury LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein