As filed with the Securities and Exchange Commission on November
22, 1996.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QNB CORP.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2318082
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 North Third Street, P.O. Box 9005
Quakertown, Pennsylvania 18951
--------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
QNB CORP. STOCK INCENTIVE PLAN,
QNB CORP. EMPLOYEE STOCK PURCHASE PLAN, AND
THE QUAKERTOWN NATIONAL BANK PROFIT SHARING
AND SECTION 401(K) SALARY DEFERRAL PLAN
(Full title of the plans)
----------------------------------
Thomas J. Bisko, President and CEO Copies To:
QNB CORP. Nicholas Bybel, Jr., Esquire
10 North Third Street Robin M. Wilder, Esquire
P. O. Box 9005 Shumaker Williams, P.C.
Quakertown, Pennsylvania Post Office Box 88
(215) 538-5715 Harrisburg, Pennsylvania 17108
- -------------------------------- (717) 763-1121
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered <F1><F2> Per Share <F3>
Common Stock
$1.25 par value 107,000 $33.05
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price <F3> Fee
Common Stock
$1.25 par value $3,536,350 $1,071.62
<FN>
<F1> Based on the maximum number of shares of QNB Corp. common
stock, par value $1.25 per share ("Common Stock") authorized for
issuance under the QNB Corp. Stock Incentive Plan(40,000
additional shares), QNB Employee Stock Purchase Plan (25,000
shares) and The Quakertown National Bank Profit Sharing and
Section 401(k) Salary Deferral Plan (42,000 shares)
(Collectively, the "Plans").
<F2> Includes 7,066 shares of Common Stock which have been
previously issued under The Quakertown National Bank Profit
Sharing and Section 401(K) Salary Deferral Plan.
<F3> Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of
Registrant's Common Stock on November 19, 1996, with respect to the
107,000 shares of Common Stock issuable under the Plans.
</FN>
TO PARTICIPANTS IN THE QNB CORP. STOCK INCENTIVE PLAN,
QNB CORP. EMPLOYEE STOCK PURCHASE PLAN, AND
THE QUAKERTOWN NATIONAL BANK PROFIT SHARING
AND SECTION 401(K) SALARY DEFERRAL PLAN
QNB Corp. (the "Company") has filed a registration statement
concerning its shares of common stock, $1.25 par value ("Common
Stock") that may, from time to time, be issued pursuant to the
QNB Corp. Stock Incentive Plan, the QNB Corp. Employee Stock
Purchase Plan and The Quakertown National Bank Profit Sharing and
Section 401(K) Salary Deferral Plan (collectively, the "Plans").
The Prospectus deemed to form a part of the registration
statement consists of certain documents and explanatory memoranda
regarding the Plans. Also deemed to comprise part of the
Prospectus, are the following documents, each of which is
specifically incorporated by reference into the registration
statement and each of which is on file with the United States
Securities and Exchange Commission ("SEC") (Periodic Report File
No. 0-17706):
(a) the Company's annual report on Form 10-KSB, for the year
ended December 31, 1995;
(b) the Company's Current Report on Form 8-K filed on June
21, 1996;
(c) the Company's quarterly report on Form 10-QSB for the
quarter ended September 30, 1996; and
(d) the description of the Company's Common Stock which
appears in the Company's Prospectus filed on or about August 4,
1989, which forms a part of the Company's Registration Statement
on Form 8-A (Registration No. 0-17706), the Company's Current
Report on Form 8-K filed on June 15, 1994, and the Company's
Report on Form 10-C filed on or about June 15, 1994.
In addition, the contents of the Company's Registration Statement
on Form S-8 (SEC File No. 33-79802) filed with the Securities and
Exchange Commission on or about June 3, 1994 are incorporated in
this Registration Statement on Form S-8 by reference.
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of the Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in the Prospectus and to be a part
thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be 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 the Prospectus.
The Company will provide without charge to each Plan
participant who so requests, a copy of any or all of the
documents mentioned above as well as all documentation relating
to the Plan required to be delivered to Plan participants
pursuant to the rules adopted under the Securities Act of 1933.
Requests for such copies should be addressed orally or in writing
to: Attention: Corporate Secretary QNB Corp., 10 North Third
Street, P.O. Box 9005, Quakertown, Pennsylvania 18951; or
telephoning (215) 538-5600.
REGISTRATION OF ADDITIONAL SECURITIES
INCREASE IN NUMBER OF SHARES ISSUABLE PURSUANT
TO THE QNB CORP. STOCK INCENTIVE PLAN
On April 19, 1988, the shareholders of the Company approved
the adoption of the QNB Corp. Stock Incentive Plan ("Stock
Incentive Plan"). The Stock Incentive Plan provides for the
issuance of an aggregate of 42,000 shares of common stock, par
value $1.25 per share (as adjusted for the Company's four-for-one
split on July 15, 1994)("Common Stock") pursuant to options
granted under the Stock Incentive Plan. On March 14, 1995, the
Board of Directors unanimously approved an amendment to the Stock
Incentive Plan providing for an increase in the number of shares
of Common Stock issuable under the Stock Incentive Plan by an
aggregate of 40,000 shares. On April 10, 1995, the shareholders
of the Company approved the amendment. As a result, an aggregate
total of 82,000 shares (subject to certain anti-dilution
provisions) are available for issuance pursuant to options
granted under the Stock Incentive Plan, as amended. The Company
previously registered 42,000 shares of Common Stock issuable
under the Stock Incentive plan on Form S-8 (SEC File No. 33-79802) and, pursuant
to General Instruction E of Form S-8, hereby registers an additional 40,000
shares of Common Stock issuable under the Stock Incentive Plan, as amended.
November 22, 1996
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
registration statement the following documents filed by the
Company with the Commission (Periodic Report File No. 0-17706):
(a) Annual Report on Form 10-KSB for the year ended
December 31, 1995;
(b) The Company's Current Report on Form 8-K filed on June
21, 1996;
(c) The Company's quarterly report on Form 10-QSB for the
quarter ended September 30, 1996; and
(d) The description of the Company's Common Stock which
appears in the Company's Prospectus filed on or about August 4,
1989, which forms a part of the Company's Registration Statement
on Form 8-A, Registration No. 0-17706, and the Company's Report
on Form 10-C filed on June 15, 1994.
In addition, the contents of the Company's Registration Statement
on Form S-8 (SEC File No. 33-79802) filed with the Securities and
Exchange Commission on or about June 3, 1994 are incorporated in
this Registration Statement on Form S-8 by reference.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, and prior to the
termination of the offering made hereby 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. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be 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.
Information Required in the Section 10(a) Prospectus
The document(s) containing the information specified in
Items 1 and 2 of Part I of Form S-8 will be sent or given to plan
participants as specified in Rule 428(b)(1) and, in accordance
with the instructions to Part I of Form S-8, are not filed with
the Securities and Exchange Commission as part of this
registration statement.
II-1
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A.
Sections 1741-1750) provides that a business corporation shall have the
power under certain circumstances to indemnify directors,
officers, employees and agents against certain expenses incurred
by them in connection with any threatened, pending or completed
action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a by-law
adopted by the shareholders, all powers enumerated in Section
1502 (relating to general powers) and elsewhere in the BCL or
otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and
affairs of every business corporation shall be managed under the
direction of, a board of directors. If any such provision is
made in the by-laws, the powers and duties conferred or imposed
upon the board of directors under the BCL shall be exercised or
performed to such extent and by such person or persons as shall
be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand
in a fiduciary relation to the corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
(2) counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person; or
(3) a committee of the board upon which he does not serve,
duly designated in accordance with law, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.
A director shall not be considered to be acting in good faith, if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
II-2
Section 1716 also states that in discharging the duties of
their respective positions, the board of directors, committees of
the board and individual directors may, in considering the best
interests of the corporation, consider the effects of any action
upon employees, upon suppliers and customers of the corporation
and upon communities in which offices or other establishments of
the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken
as a director or any failure to take any action shall be presumed
to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of
directors and states that if a by-law adopted by the shareholders
so provides, a director shall not be personally liable, as such,
for monetary damages for any action taken, or any failure to take
any action, unless:
(1) the director has breached or failed to perform the duties
of his office under this section; and
(2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to
any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a
corporation who is present at a meeting of its board of
directors, or of a committee of the board, at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent is entered in the minutes of
the meeting or unless he files his written dissent to the action
with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the
corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the
fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with the action or proceeding if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to
any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person
II-3
did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of the action if
such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this
section in respect of 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 of common pleas of the
judicial district embracing the county in which the registered
office of the corporation is located or the court in which such
action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of common pleas or
such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory
indemnification) provides for mandatory indemnification of
directors and officers such that to the extent that a
representative of the business corporation has been successful on
the merits or otherwise in defense of any action or proceeding
referred to in Sections 1741 (relating to third party actions) or
1742 (relating to derivative actions), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting
indemnification. Under this section unless ordered by a court,
any indemnification under Section 1741 (relating to third party
actions) or 1742 (relating to derivative actions) shall be made
by the business corporation only as authorized in the specific
case upon a determination that indemnification of the
representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those
sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding;
(2) if such quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses)
provides that expenses (including attorneys' fees) incurred in
defending any action or proceeding referred to above may be paid
by the
II-4
business corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by or on
behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified by the corporation as authorized by the BCL or
otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the other sections of the BCL
shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
Section 1746 of the BCL also provides that indemnification
referred to above shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.
Section 1746 further declares that indemnification under any
by-law, agreement, vote of shareholders or directors or
otherwise, may be granted for any action taken or any failure to
take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other
provision of law except as provided in this section and whether
or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent
with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its
by-laws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the
request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against
that liability under the provisions of the BCL. Such insurance
is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and
personal representative of that person.
Section A of Article XIII of the Company's Articles of
Incorporation and Section 7-1 of Article VII of the Company's By-laws provide
that the Company shall indemnify, to the fullest extent now or hereafter
permitted by law, each director or officer (including each former director
or officer) of the Company who was or is made a party to or a witness in or
is threatened to be made a party to or a witness in any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was an authorized representative of the Company,
against all expenses (including attorney's fees and
disbursements), judgments, fines (including
II-5
excise taxes and penalties) and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding.
Section B of the Company's Articles of Incorporation and
Section 7-2 of Article VII of the Company's By-laws provide that
the Company shall pay expenses (including attorneys' fees and
disbursements) incurred by a director or officer of the Company
referred to in Section A and Section 7-1, respectively, thereof,
in defending or appearing as a witness in any civil or criminal
action, suit or proceeding described in Section A and Section 7-1,
respectively, thereof in advance of the final disposition of
such action, suit or proceeding. The expenses incurred by such
director officer shall be paid by the Company in advance of the
final disposition of such action, suit or proceeding referred to
in such Section C or Section 73 in advance of the final
disposition of such action, suit or proceeding only upon receipt
of an undertaking by or on behalf of such director pr officer to
repay all amounts advanced if it shall be determined that he is
not entitled to be indemnified by the Company.
Section C of Article XIII of the Company's Articles of
Incorporation and Section 7-3 of Article VII of the Company's By-laws provide
that the Company may, as determined by the Board of Directors from time to
time, indemnify to the fullest extent now or hereafter permitted by law, any
person who was or is a party to or a witness in or is threatened to be made
a party to or a witness in, or is otherwise involved in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is
or was an authorized representative of the Company, both as to
action is his official capacity and as to action in another
capacity while holding such office or position, against all
expenses (including attorney's fees and disbursements),
judgments, fines (including excise taxes and penalties), and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding. The
Company may, as determined by the Board of Directors from time to
time, pay expenses incurred by any such person by reason of his
participation in an action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the Company.
Section D Article XIII of the Company Articles of
Incorporation and Section 7-4 of Article VII of the Company's By-laws provide
that indemnification under such Articles is provided pursuant to Section 8365
of the Pennsylvania Director's Liability Act (or successor provision or
statute) and such Articles are intended to provide indemnification in
accordance with their terms whether the Company would have the power to so
indemnify under any other provision of law except such Act and whether or
not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
Company; indemnification under such provisions shall not be made
by the Company in any case where the alleged act or failure to
act giving rise to the claim for indemnification is expressly
prohibited by the Pennsylvania Director's Liability Act or any
successor statue as in effect at the time of such alleged action
or failure to take action.
Section E of Article XIII of the Company's Articles of
Incorporation and Section 7-5 of Article VII of the Company's By-laws provide
that the Company shall have the power to purchase and maintain insurance on
behalf of any authorized representative of the Company against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Company would have the power
to indemnify him against such liability. The Board of Directors,
without further approval of the shareholders, shall have the
power to borrow money on behalf of the
II-6
Company, including the power to pledge the assets of the Company,
from time to time, to discharge the Company's obligations with
respect to indemnification and the advancement and reimbursement
of expenses, and the purchase and maintenance of insurance on
behalf of each director and officer against any liability
asserted against or incurred by such director or officer in any
capacity.
Finally, Section F of Article XIII of the Company's Articles
of Incorporation and Section 7-6 of Article VII of the Company's
By-laws provide that each director and officer of the Company
shall be deemed to act in such capacity in reliance upon such
rights of indemnification and advancement of expenses. The
rights of indemnification and advancement of expenses provided
shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement or expenses may be
entitled under any agreement, vote of shareholders or
disinterested directors, statute or otherwise, both as to action
in such person's official capacity and as to action in another
capacity while holding such office or position, and shall
continue as to a person who has ceased to be an authorized
representative of the Company and shall inure to the benefit of
the heirs, executors and administrators of such person. Any
repeal or modification such Articles or By-laws by the
shareholders or the Board of Directors of the Company shall not
adversely affect any right or protection existing at the time of
such repeal or modification to which any person may be entitled
under such Articles or By-laws.
The Company maintains insurance insuring its directors,
officer, employees or agents against certain liabilities which
they might incur as directors, officer, employees or agents
including, if possible, certain liabilities under the Securities
Act of 1933, as amended (the "1933 Act").
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
otherwise, the Registrant has been advised that in the opinion of
the 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 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 a director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the manner
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 1933 Act and will be governed by the final adjudication of
such issue.
Item 7. Exemption From Registration Claimed
Inapplicable.
II-7
Items 8. Exhibits
Page Number in
Sequential Numbering
System
Exhibit No.
4A QNB Corp. Stock Incentive Plan (included in Exhibit 99A)
4B QNB Corp. Employee Stock Purchase Plan (included in Exhibit
99B)
4C The Quakertown National Bank Profit Sharing
and Section 401(K) Salary Deferral Plan(included in Exhibit
99C)
4D QNB Corp. Articles of Incorporation (incorporated by
reference to the Company's Registration Statement on Form
S-4, dated August 4, 1989)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of Shumaker Williams, P.C. (included in
Exhibit 5)
24 Power of Attorney of Directors and Officers
(included on Signature Page)
99A QNB Corp. Stock Incentive Plan
99B QNB Corp. Employee Stock Purchase Plan
99C The Quakertown National Bank Profit Sharing
and Section 401(K) Salary Deferral Plan
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 Securities Act of 1933;
II-8
(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) shall not
apply if 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 Section 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
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 the 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
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.
(h) 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 Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other
than the payment of 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
II-9
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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-10
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 Quakertown, Commonwealth of Pennsylvania on
November 19, 1996.
QNB CORP.
By: /s/ Thomas J. Bisko
--------------------
President, Treasurer,
Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas J. Bisko
and Robert C. Werner, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, will all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully 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 by the following
persons in the capacities and on the dates indicated.
Capacity Date
- ----------------------- Director November 19, 1996
Norman L. Baringer
/s/ Thomas J. Bisko Director, November 19, 1996
- ----------------------- President
Thomas J. Bisko Treasurer
and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Kenneth F. Brown, Jr. Director November 19, 1996
- ------------------------
Kenneth F. Brown, Jr.
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/s/ Donald T. Knauss Director November 19, 1996
- ---------------------------
Donald T. Knauss
/s/Charles M. Meredith, III Director November 19, 1996
- ---------------------------
Charles M. Meredith, III
/s/ Philip D. Miller Chairman November 19, 1996
- --------------------------- of the Board
Philip D. Miller and Director
/s/ Gary S. Parzych Director November 19, 1996
- --------------------------
Gary S. Parzych
/s/ Henry L. Rosenberger Director November 19, 1996
- --------------------------
Henry L. Rosenberger
- -------------------------- Director November 19, 1996
Edgar L. Stauffer
/s/ Bret H. Krevolin (Principal November 19, 1996
- -------------------------- Accounting
Bret H. Krevolin Officer)
II-12
INDEX TO EXHIBITS
Exhibit No.
4A QNB Corp. Stock Incentive Plan (included in Exhibit 99A)
4B QNB Corp. Employee Stock Purchase Plan (included in Exhibit
99B)
4C The Quakertown National Bank Profit Sharing
and Section 401(K) Salary Deferral Plan(included in Exhibit
99C)
4D QNB Corp. Articles of Incorporation (incorporated by
reference to the Company's Registration Statement on Form
S-4, dated August 4, 1989)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of Shumaker Williams, P.C. (included in
Exhibit 5)
24 Power of Attorney of Directors and Officers
(included on Signature Page)
99A QNB Corp. Stock Incentive Plan
99B QNB Corp. Employee Stock Purchase Plan
99C The Quakertown National Bank Profit Sharing
and Section 401(K) Salary Deferral Plan
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