As filed with the Securities and Exchange Commission on January 6, 2004
REGISTRATION NO. 333-________
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UNITED STATES
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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FIRST COMMONWEALTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 6021 25-1428528
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
OLD COURTHOUSE SQUARE
22 NORTH SIXTH STREET
INDIANA, PA 15701
(724) 349-7220
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PITTSBURGH FINANCIAL CORP. STOCK OPTION PLAN
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PITTSBURGH FINANCIAL CORP. 2000 STOCK OPTION PLAN
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(Full Title of the Plans)
DAVID R. TOMB, JR., ESQ.
SECRETARY AND TREASURER
FIRST COMMONWEALTH FINANCIAL CORPORATION
22 NORTH SIXTH STREET
INDIANA, PENNSYLVANIA 15701
(724) 349-7220
(Name, address, including zip code and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to offering price aggregate registration
securities to be registered be registered (1) per share offering price (1) fee (1)
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Common stock, $1.00 par value 62,322 (2) $6.82 (3) $425,036 $34
(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 Pittsburgh Financial Corp. Stock Option
Plan and the Pittsburgh Financial Corp. 2000 Stock Option Plan
(collectively, the "Plans") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock,
$1.00 par value per share ("Common Stock"), of the Registrant.
(2) Represents shares currently reserved for issuance pursuant to
the Plans.
(3) Estimated solely for the purpose of calculating the registration
fee, which has been calculated pursuant to Rule 457(h) promulgated
under the Securities Act of 1933, as amended. The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise
price for the options to purchase 62,322 shares of Common Stock
which are outstanding under the Plans as of the date hereof.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of this Form is included in documents
sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428(a) and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by First Commonwealth Financial
Corporation (the "Company" or the "Registrant") with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
- Annual Report on Form 10-K for the year ended December 31, 2002;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003;
- Current Reports on Form 8-K filed on April 17, 2003, July 17, 2003,
July 29, 2003, August 12, 2003, October 23, 2003, December 5, 2003 and
December 12, 2003; and
- The description of the Registrant's common stock set forth in the
Registration Statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating any
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.
Recent Developments
In the Corporation's Form 10-Q dated September 30, 2003, the Corporation
disclosed that it had and has automobile leases that might not qualify as
financing leases pursuant to the recently released SEC Staff Interpretation
Topic D-107, and that the Corporation was in process of analyzing the impact of
the Staff Interpretation. The Corporation has subsequently determined that Topic
D-107 will apply. Management is in the process of determining the effects of
applying the Staff Interpretation to its leases. If the Corporation determines
that the effects on the financial statements are material, the Corporation will
restate prior period financial statements, as permitted, not later than the
fiscal quarter beginning January 1, 2004.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's common stock is registered under Section 12 of the
Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock offered pursuant to the
Plans will be passed upon by Tomb & Tomb, Indiana, Pennsylvania. David R. Tomb,
Jr., Esq. is Senior Vice
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President, Secretary and Treasurer of the Registrant and beneficially owns, or
has rights to acquire under our employee benefit plans, an aggregate of
approximately 1.2% of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification under the Registrant's Bylaws. The Registrant's Bylaws
require the Registrant to indemnify its directors and officers against expenses
and liabilities to the fullest extent permitted by law. Any director or officer
who is made, or threatened to be made, a party to any claim, action, suit or
proceeding by reason of such person being or having been a director or officer
of the Registrant or a subsidiary of the Registrant, or by reason of the fact
that such person is or was serving at the request of the Registrant as a
director, officer, employee, fiduciary or other representative of another
corporation or entity, will be entitled to indemnification. The Bylaws further
provide that such indemnification is not exclusive of any other rights to which
such individual may be entitled under the Bylaws, any agreement, charter
provision, vote of shareholders or directors, or otherwise.
Indemnification under the PBCL. The Pennsylvania Business Corporation
Law ("PBCL") authorizes indemnification of a director or officer against
expenses and liabilities 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. Indemnification may be made only upon
a determination that indemnification of the director or officer is proper under
the circumstances because the director or officer has met this standard of care.
The determination may be made:
(1) by the board of directors of the Registrant by a majority vote of a
quorum consisting of directors who were not parties to the action or proceeding;
or
(2) if such a 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 Registrant's shareholders.
Notwithstanding the above, to the extent that a director or officer has been
successful on the merits or otherwise in defense of any action or proceeding, or
in defense of any claim, issue or matter in any such action or proceeding, such
person is entitled to indemnification against expenses (including attorneys'
fees) actually and reasonably incurred by in connection with the action or
proceeding.
Limitation of Liability under the Registrant's Bylaws. The Registrant's
Bylaws provide that no director or officer of the Registrant will be liable by
reason of having been a director or officer of the Registrant if the person
performs his or her duties in good faith and in a manner reasonably believed to
be in the best interests of the Registrant. This standard will be satisfied if
the person acted without self-dealing, willful misconduct or recklessness.
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Directors' and Officers' Liability Insurance. The Registrant maintains
directors' and officers' liability insurance with a $25 million limit per year.
The Registrant pays annual premiums and expenses relating to the policy of
approximately $192,000 per year.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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 (i) and (ii) do 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(b) 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.
(c) 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.
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2. 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 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 Exchange Act) 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.
3. 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 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the Borough of Indiana, Commonwealth
of Pennsylvania, on January 6, 2004.
First Commonwealth Financial Corporation
By: /s/ Joseph E. O'Dell
____________________________________
Name: Joseph E. O'Dell
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John J. Dolan and David R. Tomb, Jr., and each of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his 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.
SIGNATURE TITLE DATE
/s/ Joseph E. O'Dell
___________________________ President and Chief Executive January 6, 2004
Joseph E. O'Dell Officer/Director
/s/ John J. Dolan
___________________________ Executive Vice President and Chief January 6, 2004
John J. Dolan Financial Officer
___________________________ Chairman of the Board
E. James Trimarchi
/s/ David S. Dahlmann
___________________________ Director January 6, 2004
David S. Dahlmann
SIGNATURE TITLE DATE
___________________________ Director
James W. Newill
/s/ John A. Robertshaw, Jr.
___________________________ Director January 6, 2004
John A. Robertshaw, Jr.
___________________________ Director
Laurie Stern Singer
/s/ Alan R. Fairman
___________________________ Director January 6, 2004
Alan R. Fairman
/s/ Ray T. Charley
___________________________ Director January 6, 2004
Ray T. Charley
/s/ Edward T. Cote
___________________________ Director January 6, 2004
Edward T. Cote
/s/ Johnston A. Glass
___________________________ Director January 6, 2004
Johnston A. Glass
/s/ Dale P. Latimer
___________________________ Director January 6, 2004
Dale P. Latimer
/s/ David R. Tomb, Jr.
___________________________ Director January 6, 2004
David R. Tomb, Jr.
EXHIBITS
EXHIBIT DESCRIPTION
NO.
5.1 Opinion of Tomb & Tomb regarding the validity of the securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Tomb & Tomb (included as part of Exhibit 5.1)
24.1 Power of Attorney (included as part of Signature pages)
99.1 Pittsburgh Financial Corp. Stock Option Plan
99.2 Pittsburgh Financial Corp. 2000 Stock Option Plan