As filed with the Securities and Exchange Commission on June 27, 2005.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Nittany Financial Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2925762
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
116 East College Avenue
State College, Pennsylvania 16801
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(Address of principal executive offices)
Nittany Bank
401(k) Profit Sharing Plan
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(Full Title of the Plan)
Gary M. Bradley
Chief Accounting Officer
116 East College Avenue
State College, Pennsylvania 16801
(814)-234-7320
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(Name, address and telephone number of agent for service)
Copies to:
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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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering 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 15,636 $27.50 $429,990 $50.61
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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 Nittany Bank 401(k)
Profit Sharing Plan (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 Nittany Financial Corp.
(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 June 23, 2005.
(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. *
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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 15,636
shares of Common Stock, $0.10 par value per share, of Nittany Financial Corp.
(the "Company") reserved for issuance and delivery under the Nittany Bank 401(k)
Profit Sharing Plan (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 April 30, 2001 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 for the year ended
December 31, 2004, as filed with the Commission;
(b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2005, as filed with the Commission;
(c) Form 8-K, filed on May 20, 2005;
(d) Form 8-K, filed on May 11, 2005; and
(e) 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
April 30, 2001.
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 ("1933 Act").
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.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by The Cincinnati Insurance
Company with a $4.0 million aggregate limit of liability and an aggregate
deductible of $50,000 per loss both for claims directly against officers and
directors and for claims where the Company is required to indemnify directors
and officers.
Insofar as indemnification for liabilities arising under the 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 State College in the Commonwealth of Pennsylvania, as
of June 17, 2005.
NITTANY FINANCIAL CORP.
By: /s/David Z. Richards, Jr.
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David Z. Richards, Jr.
President and Chief Executive Officer
(Duly Authorized Representative )
POWER OF ATTORNEY
We, the undersigned directors and officers of Nittany Financial Corp.
do hereby severally constitute and appoint David Z. Richards, Jr. 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 David Z. Richards, Jr.
may deem necessary or advisable to enable Nittany Financial Corp. 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 David Z.
Richards, Jr. 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/Samuel J. Malizia /s/David Z. Richards, Jr.
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Samuel J. Malizia David Z. Richards, Jr.
Chairman of the Board of Directors President, Chief Executive Officer and Director
(Principal Executive Officer)
June 17, 2005 June 17, 2005
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(Date) (Date)
/s/David K. Goodman /s/William A. Jaffe
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David K. Goodman William A. Jaffe
Director Director and Secretary
June 17, 2005 June 17, 2005
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(Date) (Date)
/s/J. Garry McShea
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D. Michael Taylor J. Garry McShea
Director Director
June 17, 2005
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(Date) (Date)
/s/David K. Goodman, Jr.
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David K. Goodman, Jr. Donald J. Musso
Director Director
June 17, 2005
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(Date) (Date)
/s/Gary M. Bradley
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Gary M. Bradley
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
June 17, 2005
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(Date)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Nittany Bank 401(k) Profit Sharing Plan has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of State College, Commonwealth of
Pennsylvania on this 17th day of June, 2005.
Nittany Bank
401(k) Profit Sharing Plan
By: /s/John E. Arrington
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John E. Arrington
Vice President
As Plan Administrator on behalf of
Nittany Bank
INDEX TO EXHIBITS
Exhibit Description
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4.1 Nittany Bank 401(k) Profit Sharing Plan Basic Plan Document
4.2 Nittany Bank 401(k) Profit Sharing Plan Adoption Agreement
4.3 Summary Plan Description of the Plan
5.1 Favorable determination letter dated October 28, 2002, confirming
that the Plan is qualified under Section 401 of the Internal
Revenue Code of 1986, as amended
23.1 Consent of S.R. Snodgrass, A.C.