UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number TO BE ASSIGNED
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2900790
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
102 East Drinker Street
Dunmore, Pennsylvania 18512
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(Address of Principal Executive Offices) (Zip Code)
(717) 346-7667
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.25 Par Value
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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PAGE 1 OF 12 SEQUENTIALLY NUMBERED PAGES
EXHIBIT INDEX IS LOCATED ON SEQUENTIAL PAGE 11
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The aggregate market value of the shares of Common Stock of the Registrant
held by nonaffiliates of the Registrant was $0 at March 13, 1998 (a date within
60 days of the date hereof).
As of March 5, 1998, the Registrant had 2 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
FIRST NATIONAL COMMUNITY BANCORP, INC.
PART I
ITEM 1. BUSINESS.
FIRST NATIONAL COMMUNITY BANCORP, INC. (the "Registrant"), was incorporated
in the Commonwealth of Pennsylvania on February 4, 1997. The Registrant was
incorporated to serve as the holding company for First National Community Bank,
a national bank (the "Bank") in connection with the Bank's reorganization into a
one-bank holding company structure. As of the date hereof, the Bank has not
completed its reorganization, and, accordingly, the Registrant has no assets or
liabilities, has not engaged in any operations or transactions except pursuant
to the reorganization and currently has $2.50 of initial capitalization.
ITEM 2. PROPERTIES.
None.
ITEM 3. LEGAL PROCEEDINGS.
Management, after consulting with the Registrant's legal counsel, is not
aware of any litigation that would have a material adverse effect on the
consolidated financial position of the Registrant. There are no proceedings
pending other than ordinary routine litigation incident to the business of the
Registrant. In addition, management does not know of any material proceedings
contemplated by governmental authorities against the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Registrant's common stock is not currently traded, and it is
anticipated that no trading will occur until the Bank's reorganization is
consummated. No dividends are paid on the Registrant's common stock. As of March
5,1998, there were two shareholders of record of the Registrant's common stock.
ITEM 6. SELECTED FINANCIAL DATA.
See Item 1, supra.
i
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
See Item 1, supra.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Registrant does not own any Market Risk Sensitive Instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 1, supra.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth selected information about the directors of
the Registrant.
Principal Occupation
For the Past Director Age as of
Name Five Years Since March 5, 1998
---- ---------- ----- -------------
Angelo F. Bistocchi Retired Restauranteur 1997 78
Michael G. Cestone(1) President, S. G. 1997 35
Mastriani Company
Michael J. Cestone, Jr.(1) President, M.R. 1997 66
Company; CEO, S.G.
Mastriani Company
Dominick L. DeNaples(2) President, F&L Realty 1997 60
Corp; Vice President,
DeNaples Auto Parts,
Inc.; Vice President
Keystone Landfill, Inc.
ii
Louis A. DeNaples(2) President, DeNaples Auto 1997 57
Parts, Inc.; President,
Keystone Landfill, Inc.;
Vice President, F&L
Realty Corp
Joseph J. Gentile President, Dunmore Oil 1997 67
Co., Inc.
Martin F. Gibbons Partner, Gibbons Ford 1997 82
Joseph O. Haggerty Retired Superintendent 1997 58
Dunmore School District
George N. Juba Consultant to the Bank 1997 71
J. David Lombardi President and CEO of the 1997 49
Bank
John R. Thomas Chairman of the Board, 1997 80
Wesel Manufacturing
Company (design and
manufacturing of
precision machinery)
(1) Michael G. Cestone is the son of Michael J. Cestone, Jr.
(2) Louis A. DeNaples and Dominick L. DeNaples are brothers.
The following table sets forth selected information about the principal
officers of the Registrant, each of whom is elected by the Board of Directors
and each of whom holds office at the discretion of the Board of Directors.
Age as
Office and Position Held of
Name with Registrant Since March 5, 1998
---- --------------- ----- -------------
Louis A. DeNaples Chairman of the Board 1997 57
J. David Lombardi President and CEO 1997 49
Michael J. Cestone, Jr. Secretary 1997 66
William S. Lance Treasurer 1997 38
Section 16(a) Beneficial Ownership Compliance. First National Community
Bancorp, Inc. in not subject to Section 16(a) of the Securities Exchange Act of
1934.
iii
ITEM 11. EXECUTIVE COMPENSATION.
The Corporation does not compensate its officers and directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth as of March 5, 1998, the amount and
percentage of the Common Stock of the Corporation beneficially owned by each
director and all officers and directors of the Corporation as a group. This
information has been furnished by the reporting persons.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership of Class(1)
- -------------------- -------------------- -----------
Angelo F. Bistocchi 0 --
Michael G. Cestone 0 --
Michael J. Cestone, Jr. 0 --
Dominick L. DeNaples 0 --
Louis A. DeNaples 1 50%
Joseph J. Gentile 0 --
Martin F. Gibbons 0 --
Joseph O. Haggerty 0 --
J. David Lombardi l 50%
George N. Juba 0 --
John R. Thomas 0 --
All Officers and Directors 2 100%
as a Group (17 persons)
- -----------------------
(1) Less than 1% unless otherwise indicated.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Item 1, supra.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) 1. Financial Statements.
None. See Item 1, supra.
v
2. Financial Statement Schedules.
Financial Statement Schedules are omitted because the required
information is either not applicable or not required. See Item 1,
supra.
3. The following Exhibits are filed herewith or incorporated by
reference as a part of this Annual Report.
3(i) Registrant's Articles of Incorporation. (Incorporated By
Reference to Exhibit 3(i) of Registrant's S-4, Registration
Statement No. 333-24121, filed with the SEC on March 28,
1997.)
3(ii)Registrant's By-laws. (Incorporated By Reference to Exhibit
3(ii) of Registrant's S-4, Registration Statement No. 333-
24121, filed with the SEC on March 28, 1997.)
10.1 Plan of Reorganization. (Incorporated by reference to
Exhibit 2A of Registrant's S-4, Registration Statement No.
333-24121, filed with the SEC on March 28, 1997.)
10.2 Plan of Merger. (Incorporated by reference to Exhibit 2B of
Registrant's S-4, Registration Statement No. 33-24121, filed
with the SEC on March 28, 1997.)
27. Financial Data Schedule.
(b) No Current Report on Form 8-K was filed by the Registrant during
the fourth quarter of the fiscal year ended December 31, 1997.
(c) The exhibits required to be filed by this Item are listed under
Item 14(a)3, above.
(d) NOT APPLICABLE.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
First National Community Bancorp. Inc.
(Registrant)
By /s/ J. David Lombardi
-----------------------------------------
J. David Lombardi, President
Date: March 26, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
DATE
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By /s/ J. David Lombardi March 26, 1998
------------------------------------
J. David Lombardi, President and CEO
By /s/ William S. Lance March 26, 1998
------------------------------------
William S. Lance, Treasurer
By /s/ Angelo F. Bistocchi March 26, 1998
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Angelo F. Bistocchi, Director
By /s/ Michael G. Cestone March 26, 1998
------------------------------------
Michael G. Cestone, Director
By /s/ Michael J. Cestone, Jr. March 26, 1998
------------------------------------
Michael J. Cestone, Jr., Director
By /s/ Dominick L. DeNaples March 26, 1998
------------------------------------
Dominick L. DeNaples, Director
By /s/ Louis A. DeNaples March 26, 1998
------------------------------------
Louis A. DeNaples, Director
By /s/ Joseph J. Gentile March 26, 1998
------------------------------------
Joseph J. Gentile, Director
By /s/ Martin F. Gibbons March 26, 1998
------------------------------------
Martin F. Gibbons, Director
By /s/ Joseph O. Haggerty March 26, 1998
------------------------------------
Joseph O. Haggerty, Director
By /s/ George N. Juba March 26, 1998
--------------------------------------
George N. Juba, Director
By /s/ John R. Thomas March 26, 1998
--------------------------------------
John R. Thomas, Director
EXHIBIT INDEX
Page Number
in Manually Signed
Exhibit No. Original
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3(i) Registrant's Articles of Incorporation.
(Incorporated By Reference to
Exhibit 3(i) of Registrant's S-4,
Registration Statement No. 33-24121,
filed with the SEC on March 28, 1997.)
3(ii)Registrant's By-laws.(Incorporated
By Reference to Exhibit 3(ii) of
Registrant's S-4, Registration Statement
No. 33- 24121, filed with the
SEC on March 28, 1997.)
10.1 Plan of Reorganization.(Incorporated
by reference to Exhibit 2A of
Registrant's S-4 Registration
Statement No. 33-24121,filed with the
SEC on March 28, 1997.)
10.2 Plan of Merger. (Incorporated
by reference to Exhibit 2B of
Registrant's S-4, Registration
Statement No. 33-24121, filed with
the SEC on March 28, 1997.)
27 Financial Data Schedule. 12