As filed with the Securities and Exchange Commission on August
18, 1997
Registration No. 333-25855
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania 23-2812193
----------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
732 Montgomery Avenue,
Narberth, Pennsylvania 19072-2090
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(Address of principal executive (Zip Code)
offices)
ROYAL BANCSHARES OF PENNSYLVANIA, INC. STOCK OPTION AND
APPRECIATION RIGHT PLAN
ROYAL BANCSHARES OF PENNSYLVANIA, INC. OUTSIDE DIRECTORS'
STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the plans)
___________________________
Lee E. Tabas, President and Copies to:
Chief Executive Officer Nicholas Bybel, Jr., Esquire
ROYAL BANCSHARES OF PENNSYLVANIA, B. Tyler Lincoln, Esquire
INC. SHUMAKER WILLIAMS, P.C.
732 Montgomery Avenue Post Office Box 88
Narberth, Pennsylvania 19072-2090 Harrisburg, Pennsylvania 17108
(610) 668-4700 (717) 763-1121
- ---------------------------------
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Page 1 of 17 Sequentially Numbered Pages
Index to Exhibits Found on Page 6
Royal Bancshares of Pennsylvania, Inc. (the "Company") files
this Amendment No. 1 to the Registration Statement on Form S-8,
Registration No. 33-25855, filed with the Commission on April 25,
1997, to amend Section 2.1(d) of the Plan to revise the
definition of "Outside Director".
Item 8.
Exhibit No.
4.1 Articles of Incorporation of Royal Bancshares of
Pennsylvania, Inc. (Incorporated by reference to
Exhibit 3(i) to Registrant's Registration Statement
No. 0-26366 on Form S-4.)
4.2 Bylaws of Royal Bancshares of Pennsylvania, Inc.
(Incorporated by reference to Exhibit 3(ii) to
Registrant's Registration Statement No. 0-26366
on Form S-4.)
4.3 Royal Bancshares of Pennsylvania, Inc. Stock Option
and Appreciation Right Plan. (Previously Filed).
4.4 Amended and Restated Royal Bancshares of
Pennsylvania, Inc. Outside Directors' Stock Option Plan.
5 Opinion of Shumaker Williams, P.C. (Previously
Filed).
23.1 Consent of Grant Thornton, LLP. (Previously Filed).
23.2 Consent of Shumaker Williams, P.C.
(Previously Filed).
24 Power of Attorney of Directors and
Officers (Previously Filed).
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) 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; and
(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 with or
furnished to the Commission 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
2
suit or proceeding as 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.
3
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 Post Effective Amendment No. 1 to
the Registrant's Registration Statement No. 333-25855,
originally filed with the Commission on April 25, 1997, to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Narberth, Commonwealth of
Pennsylvania, on August 15, 1997.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
By: /s/ Lee E. Tabas
--------------------------
Lee E. Tabas, President and
Chief Executive Officer
Exhibit Index
Page Number
In Sequential
Numbering
Exhibit No. System
- ----------- -------------
4.1 Articles of Incorporation of Royal
Bancshares of Pennsylvania, Inc.
(Incorporated by reference to
Exhibit 3(i) to Registrant's Registration
Statement No. 0-26366 on Form S-4.)
4.2 Bylaws of Royal Bancshares of Pennsylvania,
Inc.(Incorporated by reference to Exhibit
3(ii) to Registrant's Registration Statement
No. 0-26366 on Form S-4.)
4.3 Royal Bancshares of Pennsylvania, Inc.
Stock Option and Appreciation Right Plan.
(Previously Filed)
4.4 Amended and Restated Royal Bancshares of
Pennsylvania, Inc. Outside Directors'
Stock Option Plan. 7
5 Opinion of Shumaker Williams, P.C.
(Previously Filed).
23.1 Consent of Grant Thornton, LLP.
(Previously Filed).
23.2 Consent of Shumaker Williams, P.C.
(Previously Filed).
24 Power of Attorney of Directors and
Officers (Previously Filed).