-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LdebEOvflvDmKUcYbrsPnbSAAZPqhfndTYN4TC3DZFdN7uT4zIP60R8uktjne7Gg YvnRZ4ywCQjv9wE2j8kpOw== 0000950165-98-000052.txt : 19980603 0000950165-98-000052.hdr.sgml : 19980603 ACCESSION NUMBER: 0000950165-98-000052 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980602 EFFECTIVENESS DATE: 19980602 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NATIONAL COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001035976 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: SEC FILE NUMBER: 333-24121 FILM NUMBER: 98640960 BUSINESS ADDRESS: STREET 1: 102 EAST DRINKER STREET CITY: DUMORE STATE: PA ZIP: 18512 BUSINESS PHONE: 7173486438 MAIL ADDRESS: STREET 1: 102 EAST DRINKER STREET CITY: DUNMORE STATE: PA ZIP: 18512 S-4 POS 1 S-4 AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on June 2, 1998 Registration No. 333-24121 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST NATIONAL COMMUNITY BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 6021 (Primary Standard Industrial Classification Code Number) 23-2900790 (I.R.S. Employer Identification No.) 102 East Drinker Street Dunmore, Pennsylvania 18512 (717) 346-7667 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) J. David Lombardi, President FIRST NATIONAL COMMUNITY BANCORP, INC. 102 East Drinker Street Dunmore, Pennsylvania 18512 (717) 346-7667 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) With A Copy To: Nicholas Bybel, Jr., Esquire B. Tyler Lincoln, Esquire Shumaker Williams, P.C. Post Office Box 88 Harrisburg, Pennsylvania 17108 Telephone: (717) 763-1121 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of the Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [x] 1 INTRODUCTION The Registrant hereby amends Item 21 of this Registration Statement No.333-24121 on Form S-4 to submit Amendment No. 2 to the Plan of Merger, dated March 12, 1997, and as amended December 17, 1998, between, First National Community Bank and First National Community Interim Bank (the "Plan Amendment"), at Exhibit 2D, in all other respects, the Registration Statement remains the same. The Amendment No 2 extends the date of automatic termination from June 30, 1998, to December 31, 1998. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits. 2A Plan of Reorganization, dated as of March 12, 1997, among Registrant, First National Community Bank and First National Community Interim Bank.* 2B Plan of Merger, dated as of March 12, 1997, between First National Community Bank and First National Community Interim Bank.* 2C Amendment to Plan of Merger, dated December 17, 1997, by and between First National Community Bank and First National Community Interim Bank.* 2D Amendment No. 2 to Plan of Merger, dated May 27, 1998, by and between First National Community Bank and First National Community interim Bank. 3(i) Articles of Incorporation of Registrant.* 3(ii) By-laws of Registrant.* 5 Opinion of Shumaker Williams, P.C. of Camp Hill, Pennsylvania, Special Counsel to Registrant, as to the legality of the shares of Registrant's stock being registered.* 23 Consent of Shumaker Williams, P.C. of Camp Hill, Pennsylvania, Special Counsel to Registrant.* 24 Power of Attorney given by the Officers and Directors of the Registrant.* 99D Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended, (15 Pa. C.S. ss.ss.1741-1750) relating to indemnification.* 99E Excerpts from Section 215a of the National Bank Act Relating to Dissenters' Rights -- incorporated herein by reference and filed as Exhibit E to the Proxy Statement/Prospectus included in this Registration Statement.* (b) Not Applicable. (c) Not Applicable. * Previously filed. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 2 to Registration Statement No. 333-24121 to be signed on its behalf by the undersigned, thereunto duly authorized, in Dunmore, Commonwealth of Pennsylvania, on the 27th day of May, 1998. FIRST NATIONAL COMMUNITY BANCORP, INC. By: /s/ J. David Lombardi ------------------------------------ J. David Lombardi, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement No. 333-24121 has been signed by the following persons in the capacities and on the dates indicated. Signature and Capacity Date /s/ J. David Lombardi ____________________________________ May 27, 1998 J. David Lombardi, President and CEO /s/ Louis A. DeNaples ____________________________________ May 27, 1998 Louis A. DeNaples, Chairman of the Board /s/ Angelo F. Bistocchi ____________________________________ May 27, 1998 Angelo F. Bistocchi, Director /s/ Michael G. Cestone ____________________________________ May 27, 1998 Michael G. Cestone, Director /s/ Michael J. Cestone, Jr. ____________________________________ May 27, 1998 Michael J. Cestone, Jr., Director /s/ Dominick L. DeNaples ____________________________________ May 27, 1998 Dominick L. DeNaples, Director /s/ Joseph J. Gentile ____________________________________ May 27, 1998 Joseph J. Gentile, Director /s/ Martin F. Gibbons ____________________________________ May 27, 1998 Martin F. Gibbons, Director /s/ Joseph O. Haggerty ____________________________________ May 27, 1998 Joseph O. Haggerty, Director ____________________________________ May 27, 1998 George N. Juba, Director /s/ John R. Thomas ____________________________________ May 27, 1998 John R. Thomas, Director INDEX TO EXHIBITS Exhibit Index Number Page 2A Plan of Reorganization, dated as of March 12, 1997, among Registrant, First National Community Bank and First National Community Interim Bank.* 2B Plan of Merger, dated as of March 12, 1997, between First National Community Bank and First National Community Interim Bank.* 2C Amendment to Plan of Merger, dated December 17, 1997, by and between First National Community Bank and First National Community Interim Bank.* 2D Amendment No. 2 to Plan of Merger, dated May 27, 1998, by and between First National Community Bank and First National Community Interim Bank. 3(i) Articles of Incorporation of Registrant.* 3(ii) By-laws of Registrant.* 5 Opinion of Shumaker Williams, P.C. of Camp Hill, Pennsylvania, Special Counsel to Registrant, as to the legality of the shares of Registrant's stock being registered.* 23 Consent of Shumaker Williams, P.C. of Camp Hill, Pennsylvania, Special Counsel to Registrant.* 24 Power of Attorney given by the Officers and Directors of the Registrant.* 99D Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended, (15 Pa.C.S.ss.ss.1741-1750) relating to indemnification.* 99E Excerpts from Section 215a of the National Bank Act Relating to Dissenters' Rights--incorporated herein by reference and filed as Exhibit E to the Proxy Statement /Prospectus included in this Registration Statement.* * Previously Filed. EX-2 2 EX-2D AMENDMENT NO. 2 TO PLAN OF MERGER EXHIBIT 2D Amendment No. 2 to Plan of Merger, dated May 27, 1998, by and between First National Community Bank and First National Community Interim Bank. AMENDMENT No. 2 TO PLAN OF MERGER THIS AMENDMENT, made as of this 27th day of May, 1998, to that certain Plan of Merger, dated March 12, 1997 (the "Plan"), as amended on December 17, 1997, by and between First National Community Bank (the "Bank"), a banking association organized under the laws of the United States, and First National Community Interim Bank (the "Interim Bank"), a banking association organized under the laws of the United States (Collectively, the Bank and the Interim Bank are referred to herein as the "Parties"). WHEREAS, the Parties desire to extend the date of termination of the Plan, which, as currently in effect, will automatically expire on June 30, 1998; NOW, THEREFORE in consideration of the mutual promises set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, and intending to bind their respective successors and assigns, mutually agree as follows: 1. Section 11 of the Plan is amended in its entirety to read as follows: Section 11. This Agreement may be terminated by the unilateral action of the Board of Directors of either participant prior to the approval of the participant's stockholders or by the mutual consent of the Board of Directors of both participants after the stockholders have taken affirmative action. Time is of the essence in this Agreement. If for any reason the transaction contemplated herein is not consummated by December 31, 1998, this Agreement shall terminate automatically unless extended, in writing, by mutual action of the Boards of Directors of each participant. 2. All remaining provisions of the Plan shall remain in full force and effect. 3. Unless otherwise defined herein, all capitalized terms, used in this Amendment and that are defined in the Plan shall have the respective meanings therein ascribed to them. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Plan to be executed as of the day and year first written above, pursuant to a resolution of its respective Board of Directors, acting by a majority thereof . ATTEST: FIRST NATIONAL COMMUNITY BANK /s/ Robert J. Mancuso By: /s/ J. David Lombardi - -------------------------- -------------------------------- Robert J. Mancuso, Cashier J. David Lombardi, President /s/ Angelo F. Bistocchi -------------------------------- Angelo F. Bistocchi /s/ Michael G. Cestone -------------------------------- Michael G. Cestone /s/ Michael J. Cestone, Jr. -------------------------------- Michael J. Cestone, Jr. /s/ Dominick L. DeNaples -------------------------------- Dominick L. DeNaples /s/ Louis A. DeNaples -------------------------------- Louis A. DeNaples /s/ Joseph J. Gentile -------------------------------- Joseph J. Gentile /s/ Martin F. Gibbons -------------------------------- Martin F. Gibbons /s/ Joseph O. Haggerty -------------------------------- Joseph O. Haggerty -------------------------------- George N. Juba /s/ J. David Lombardi -------------------------------- J. David Lombardi /s/ John R. Thomas -------------------------------- John R. Thomas Directors of First National Community Bank Lackawanna County, Pennsylvania ATTEST: FIRST NATIONAL COMMUNITY INTERIM BANK /s/ Robert J. Mancuso By: /s/ J. David Lombardi - -------------------------- -------------------------------- Robert J. Mancuso, Cashier J. David Lombardi, President /s/ Angelo F. Bistocchi -------------------------------- Angelo F. Bistocchi /s/ Michael G. Cestone -------------------------------- Michael G. Cestone /s/ Michael J. Cestone, Jr. -------------------------------- Michael J. Cestone, Jr. /s/ Dominick L. DeNaples -------------------------------- Dominick L. DeNaples /s/ Louis A. DeNaples -------------------------------- Louis A. DeNaples /s/ Joseph J. Gentile -------------------------------- Joseph J. Gentile /s/ Martin F. Gibbons -------------------------------- Martin F. Gibbons /s/ Joseph O. Haggerty -------------------------------- Joseph O. Haggerty -------------------------------- George N. Juba /s/ J. David Lombardi -------------------------------- J. David Lombardi /s/ John R. Thomas -------------------------------- John R. Thomas Directors of First National Community Interim Bank, Lackawanna County, Pennsylvania COMMONWEALTH OF PENNSYLVANIA : : SS. COUNTY OF LACKAWANNA : On this 27, May, 1998, before me, a Notary Public for the State and County aforesaid, personally came J. David Lombardi, as President, and Robert J. Mancuso, as Cashier, of First National Community Bank (the "Bank"), and each in his capacity acknowledged the foregoing instrument to be the act and deed of the Bank and the seal affixed thereto to be its seal; and came also Angelo F. Bistocchi, Michael G. Cestone, Michael J. Cestone, Jr., Dominick L. DeNaples, Louis A. DeNaples, Joseph J. Gentile, Martin F. Gibbons, Joseph O. Haggerty, J. David Lombardi and John R. Thomas, being at least a majority of the Board of Directors of the Bank, and each of them acknowledged said instrument to be the act and deed of the Bank and of himself as director thereof. WITNESS my official seal and signature this day and year aforesaid. /s/ Nancy T. Michalik -------------------------------- (Seal of Notary) Notary Public, Lackawanna County My commission expires:Aug. 7, 1999 COMMONWEALTH OF PENNSYLVANIA : : SS. COUNTY OF LACKAWANNA : On this 27, May, 1998, before me, a Notary Public for the Commonwealth and County aforesaid, personally came J. David Lombardi, as President, and Robert J. Mancuso, as Cashier, of First National Community Interim Bank (the "Interim Bank"), and each in his capacity acknowledged the foregoing instrument to be the act and deed of the Interim Bank and the seal affixed thereto to be its seal; and came also Angelo F. Bistocchi, Michael G. Cestone, Michael J. Cestone, Jr., Dominick L. DeNaples, Louis A. DeNaples, Joseph J. Gentile, Martin F. Gibbons, Joseph O. Haggerty, J. David Lombardi and John R. Thomas, being at least a majority of the Board of Directors of the Interim Bank and each of them acknowledged said instrument to be the act and deed of the Interim Bank and of himself as a director thereof. WITNESS my official seal and signature this day and year aforesaid. /s/ Nancy T. Michalik -------------------------------- (Seal of Notary) Notary Public, Lackawanna County My commission expires: Aug 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----