Registration No. 33-_____ As filed with the Securities and Exchange
Commission on June 24, 1997
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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Peoples Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Federal To be applied for
(State of Incorporation) (IRS Employer Identification No.)
134 Franklin Corner Road
Lawrenceville, New Jersey 08648-0950
(Address of Principal Executive Offices)
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Trenton Savings Bank FSB
and Peoples Bancorp, M.H.C.
1996 Stock Option Plan
(Full Title of the Plans)
Copies to:
Wendell T. Breithaupt Kenneth R. Lehman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Peoples Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
134 Franklin Corner Road A Professional Corporation
Lawrenceville, New Jersey 08648-0950 5335 Wisconsin Ave., N.W., #400
(609) 844-3106 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
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Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also relates to the Form S-4 Registration Statement of
Peoples Bancorp, Inc. (Registration No. 333-23029), originally filed with the
Securities and Exchange Commission on March 10, 1997, as amended on April 17,
1997.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee (5)
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Options to Purchase
Common Stock
Common Stock, par
value $.10 per share 234,000 shares (2) $13.50(3) $3,159,000 $ 958
Common Stock, par
value $.10 per share 77,650 shares (4) $19.50(3) $1,514,175 $ 459
Total: 311,650 shares $4,673,175 $1,417
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Trenton Savings Bank FSB and Peoples Bancorp, M.H.C. 1996 Stock Option
Plan (the "1996 Stock Option Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of Peoples
Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance underlying
options which have already been granted pursuant to the 1996 Stock Option
Plan.
(3) Determined by the exercise price of the options pursuant to 17
C.F.R. ss. 230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance underlying
options which may be granted pursuant to the 1996 Stock Option Plan.
(5) Shares underlying options granted or to be granted pursuant to the 1996
Stock Option Plan were registered on the Form S-4 Registration Statement of
Peoples Bancorp, Inc. (Registration No. 333-23029), originally filed with
the Securities and Exchange Commission on March 10, 1997, as amended on
April 17, 1997. The registration of these 311,650 shares is being carried
forward to this Form S-8 Registration Statement. A filing fee of $1,275 was
previously paid in connection with the registration of these shares.
Accordingly, a fee of $132 has been transmitted in connection with this
filing.
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This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
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PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of (i) options
to purchase up to 311,650 shares Common Stock of Peoples Bancorp, Inc. (the
"Company") pursuant to the 1996 Stock Option Plan; and (ii) 311,650 shares of
Common Stock reserved for issuance and delivery upon the exercise of options
under the 1996 Stock Option Plan. Documents containing the information required
by Part I of the Registration Statement have been or will be sent or given to
participants in the 1996 Stock Option Plan, as appropriate, as specified by
Securities Act Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The following document filed or to be filed with the Commission is
incorporated by reference in this Registration Statement:
(A) The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-23029), originally filed by the
Company's predecessor with the SEC under the Securities Act of 1933 on March 10,
1997, as amended on April 17, 1997.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Registrant's Charter defines areas for indemnity coverage, 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 Registrant shall be
indemnified by the Registrant for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in connection with
proceedings 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;
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(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 Registrant 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 Registrant 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 director 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 Registrant 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 of his employment and
authority and for a purpose which he was reasonably entitled to believe under
the circumstances was in the best interest of the Registrant or its
stockholders.
(c) As used in Section (a) and (b):
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceedings, 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 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 nolo contendere.
The Registrant maintains a directors' and officers' liability policy
with Fidelity and Deposit Company of Maryland. Such policy provides for an
aggregate liability coverage of $10.0 million.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
4.1 Trenton Savings Bank FSB and Peoples Bancorp, M.H.C. 1996
Stock Option Plan (Incorporated by reference to Exhibit 10.3
of the Registrant's Registration Statement on Form S-4
(Registration No. 333-23029) originally filed with the SEC on
March 10, 1997, as amended on April 17, 1997.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the Common
Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion included as
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
99.1 Annual Report on Form 10-K of Trenton Savings Bank for the
fiscal year ended December 31, 1996.
99.2 Quarterly Report on Form 10-Q of Trenton Savings Bank for the
fiscal quarter ended March 31, 1997.
Item 9. 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 to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information in this 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 1996 Stock Option Plan; and
4. 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 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 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 question 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
The Registrant. 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 Lawrenceville, State of New Jersey, on this 20th
day of June, 1997.
Peoples Bancorp, Inc.
By: \s\ Wendell T. Breithaupt
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Wendell T. Breithaupt, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
By: \s\ Wendell T. Breithaupt By: \s\ Robert Russo
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Wendell T. Breithaupt, President and Robert Russo, Vice President and Treasurer
Chief Executive Officer (Chief Financial and Accounting Officer)
(Principal Executive Officer)
Date: June 20, 1997 Date: June 20, 1997
By: \s\ John B. Sill, Jr. By: \s\ Peter S. Longstreth
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John B. Sill, Jr., Chairman Peter S. Longstreth, Director
Date: June 20, 1997 Date: June 20, 1997
By: \s\ George A. Pruitt By: \s\ George W. Reinhard
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George A. Pruitt, Director George W. Reinhard, Director
Date: June 20, 1997 Date: June 20, 1997
By: \s\ Charles E. Stokes By: \s\ Raymond E. Trainer
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Charles E. Stokes, Director Raymond E. Trainer, Director
Date: June 20, 1997 Date: June 20, 1997
By: \s\ Miles W. Truesdell, Jr.
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Miles W. Truesdell, Jr., Director
Date: June 20, 1997
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers the 1996 Stock Option Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lawrenceville, State of New Jersey, on this 20th
day of June, 1997.
Trenton Savings Bank FSB and
Peoples Bancorp, M.H.C. 1996 Stock
Option Plan
\s\ Wendell T. Breithaupt
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Wendell T. Breithaupt, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
99.1 Annual Report on Form 10-K of Trenton Savings Bank for
the fiscal year ended December 31, 1996.
99.2 Quarterly Report on Form 10-Q of Trenton Savings Bank for
the fiscal quarter ended March 31, 1997.
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