As filed with the Securities and Exchange Commission on July 26, 2002.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Reserve Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-3102103
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Mt. Troy Road
Pittsburgh, Pennsylvania 15212
(412) 322-6107
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(Address of principal executive offices)
Mt. Troy Bank
Employees' Savings & Profit Sharing Plan and Trust
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(Full Title of the Plan)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434 4660
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Offering Registration
be Registered(1) Registered(2) Price Per Share(3) Price (4) Fee
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Common Stock
$0.10 par value
per share 19,842 $12.60 $250,009 $23.00
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(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 Mt. Troy Bank
Employees' Savings & Profit Sharing Plan and Trust (the "Plan"), as
described herein.
(2) Estimates the maximum number of shares expected to be issued under the
Plan assuming that all employer and employee contributions to the Plan
are used to purchase shares of Common Stock of Reserve Bancorp, Inc.
(the "Company"), together with an indeterminate number of shares which
may be necessary to adjust the number of additional shares of Common
Stock reserved for issuance pursuant to the Plan and being registered
herein, as the result of a stock split, stock dividend,
reclassification, recapitalization, or similar adjustment(s) of the
Common Stock of the Company.
(3) Estimated solely for the purpose of calculating the registration fee
and calculated pursuant to Rule 457(c) based on the average of the bid
and ask prices of the Common Stock of the Registrant as reported on the
OTC Bulletin Board on July 22, 2002.
(4) Estimated based on (2) and (3) above.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 19,842
shares of Common Stock, $0.10 par value per share, of Reserve Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Mt. Troy Bank Employees'
Savings & Profit Sharing Plan and Trust (the "Plan"). 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.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on March 18, 2002 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 Quarterly Report on Form 10-QSB for the period ending
March 31, 2002, as filed with the Commission;
(b) Current Report on Form 8-K (Date of Event: April 5, 2002), as filed
with the Commission on April 5, 2002;
(c) The Company's Quarterly Report on Form 10-QSB for the period ending
December 31, 2001, as filed with the Commission; and
(d) 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
March 18, 2002.
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
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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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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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.
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Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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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.
In lieu of an opinion of counsel concerning the Plan's compliance with
the requirements of ERISA, the Company hereby undertakes that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
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(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 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
Securities 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.
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(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) 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 Securities Exchange Act of
1934; 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
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 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.
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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 Pittsburgh in the Commonwealth of Pennsylvania, as of
July 24, 2002.
RESERVE BANCORP, INC.
By: /s/Richard A. Sinewe
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Richard A. Sinewe
President
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Reserve Bancorp, Inc., do
hereby severally constitute and appoint Richard A. Sinewe 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 Richard A. Sinewe may
deem necessary or advisable to enable Reserve Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the 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 Richard A. Sinewe 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 July 24, 2002.
/s/Richard A. Sinewe /s/David P. Butler
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Richard A. Sinewe David P. Butler
President and Director Chairman
(Principal Executive Officer)
/s/Louis J. Slais /s/Fred L. Maitz, Jr.
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Louis J. Slais Fred L. Maitz, Jr.
Vice Chairman Director
/s/Robert B. Shust /s/Timothy Schneider
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Robert B. Shust Timothy Schneider
Vice Chairman and Secretary Director
/s/Robert B. Kastan
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Robert B. Kastan
Treasurer and Controller
(Principal Financial and Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Mt. Troy Bank Employees' Savings & Profit Sharing Plan and
Trust has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh
Commonwealth of Pennsylvania, on this 24th day of July, 2002.
Mt. Troy Bank
Employees' Savings & Profit Sharing Plan
and Trust
By: /s/Robert B. Kastan
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Robert B. Kastan
Its Treasurer and Controller
As Plan Administrator on behalf of
Mt. Troy Bank
INDEX TO EXHIBITS
Exhibit Description
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4.1 Mt. Troy Bank Employees' Savings and Profit Sharing Plan and Trust
Basic Plan Document
4.2 Mt. Troy Bank Employees' Savings and Profit Sharing Plan and Trust
Adoption Agreement
4.3 Summary Plan Description of the Plan
4.4 Trust Document for the Plan
5.1 Favorable determination letter dated March 7, 2002, confirming that
the Plan is qualified under Section 401 of the Internal Revenue
Code of 1986, as amended
23.1 Consent of Stokes & Hinds, LLC