- Securities Registration: Employee Benefit Plan (S-8)
April 07 2010 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 6,
2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
VIST FINANCIAL CORP.
(Exact name of registrant as specified in its
charter)
Pennsylvania
(State or other jurisdiction
of incorporation or organization)
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23-2354007
(I.R.S. Employer
Identification Number)
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1240 Broadcasting Road
Wyomissing, Pennsylvania
(Address of Principal Executive Offices)
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19610
(Zip Code)
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VIST Financial Corp.
2010 Non-Employee Director Compensation Plan
(Full title of the plan)
Robert D. Davis
President and Chief Executive Officer
VIST Financial Corp.
1240 Broadcasting Road
Wyomissing, Pennsylvania 19610
(Name and address of agent for service)
(610) 208-0966
(Telephone number, including area code, of agent for
service)
Copies to:
David W. Swartz,
Esquire
Stevens & Lee
111 North Sixth Street
P.O. Box
679
Reading, Pennsylvania 19603-0679
(610) 478-2184
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated filer
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o
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Smaller
reporting company
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x
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CALCULATION OF
REGISTRATION FEE
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Title of
securities to be
registered
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Amount
to be
registered(1)(2)
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Proposed
maximum
offering price
per share(3)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, $5.00 par
value per share (and associated stock purchase rights)
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250,000 shares
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$
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8.80
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$
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2,200,000.00
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$
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156.86
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(1) Pursuant to Rule 416, this
Registration Statement covers, in addition to the number of shares stated
herein, an indeterminate number of shares that may be subject to grant or
otherwise issuable by reason of stock splits, stock dividends, or similar
transactions.
(2) Based on the maximum number of
shares of the Registrants common stock, par value $5.00 per share, authorized
for issuance under the VIST Financial 2010 Non-Employee Director Compensation
Plan.
(3) 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 high and low prices for a share
of the Registrants common stock on April 1, 2010, as reported on the
NASDAQ Global Select Market.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
Information required by Item 1 to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 adopted under the Securities Act of 1933, as amended
(the Securities Act), and the Note to Part I of Form S-8.
Item 2.
Registrant Information and Employee Plan Annual
Information.
Information required by Item 2 to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 adopted under the Securities Act and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
In this Registration Statement, VIST, we, us,
and our refer to VIST Financial Corp.
The following documents filed with the Securities
and Exchange Commission (the SEC) are incorporated by reference in this
Registration Statement and made a part hereof:
(a) our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009;
(b) the
description of our common stock contained in our Registration Statement on pages
3 through 95 of Form S-4, as amended (Registration Statement No. 33-116331),
filed with the SEC on June 9, 2004, pursuant to which we registered the common
stock pursuant to Section 2 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), including any amendments or reports filed for the purpose
of updating such Registration Statement;
(c) the
description of our stock purchase rights contained in our Registration
Statement on Form 8-A/A, filed with the SEC on December 23, 2008, and any
amendments or reports filed for the purpose of updating such Registration
Statement; and
(d) all other
documents filed by us after the date of this Registration Statement under Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and part of this Registration Statement from the date of filing of
such documents.
Item 4.
Description of Securities.
Not applicable.
2
Item 5.
Interest of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees and agents of the corporation against
liabilities they may incur in such capacities for any action taken or any
failure to act, whether or not the corporation would have the power to
indemnify the person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also
permits the adoption of a bylaw amendment, approved by shareholders, providing
for the elimination of a directors liability 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 and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
Our bylaws provide
for (1) indemnification of directors, officers, employees and agents and (2) the
elimination of a directors liability for monetary damages, to the fullest
extent permitted by Pennsylvania law.
Directors and
officers are also insured against certain liabilities for their actions, as
such, by an insurance policy obtained by us.
Item 7.
Exemption from Registration Claimed.
Not Applicable.
Item 8.
Exhibits
Exhibits:
Number
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Description
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3.1
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Articles of Incorporation of VIST Financial Corp., as amended,
including Statement with Respect to Shares for the Fixed Rate Cumulative
Perpetual Preferred Stock Series A (incorporated by reference to Exhibit 3.1
of the Registrants Annual Report on Form 10-K for the year ended December 31,
2008.)
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3.2
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By-Laws
of VIST Financial Corp. (incorporated by reference to Exhibit 3.2 of the
Registrants Current Report on Form 8-K filed on March 6, 2008.)
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4.1
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Form
of Rights Agreement, dated as of September 19, 2001, between VIST Financial
Corp. and American Stock Transfer Company, as Rights Agent, as amended
(incorporated by reference to Exhibit 4.1 of the Registrants Current Report
on Form 8-K filed on March 6, 2008.)
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4.2
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Amendment
to Amended and Restated Rights Agreement, dated as of December 17, 2008,
between VIST Financial Corp. and American Stock Transfer Company, as Rights
Agent (incorporated by reference to Exhibit 4.3 of the Registrants Current
Report on Form 8-K filed December 23, 2008.)
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5.1
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Opinion
of Stevens & Lee, P.C.
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10.1
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VIST
Financial Corp. 2010 Non-Employee Director Compensation Plan
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23.1
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Consent
of Stevens & Lee, P.C. (included in Exhibit 5.1).
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23.2
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Consent
of ParenteBeard LLC.
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24.1
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Power
of Attorney of Directors and Officers. (included on signature page.)
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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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimate maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the Calculation of Registration Fee table in the effective 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) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
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
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.
(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 registrants
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
plans annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is
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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.
(c) 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 Act 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 Act and will be governed by the final adjudication of such
issue.
5
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 of filing on Form S-8 and has caused this
Registration Statement to be signed on its behalf by the undersigned in the
Borough of Wyomissing, Commonwealth of Pennsylvania on April 6, 2010.
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VIST
Financial Corp.
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By:
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/s/
Robert D. Davis
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Robert
D. Davis
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President and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Robert D. Davis, Edward C.
Barrett, or David W. Swartz, Esquire 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, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and
agents full power and authority to do and perform each and every act and this
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.
6
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates indicated.
Signature
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Title
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/s/
Robert D. Davis
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President
and Chief Executive Officer,
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July
21, 2009
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Robert D. Davis
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Director
(Principal Executive Officer)
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/s/
Edward C. Barrett
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Chief
Financial Officer (Principal Financial
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July
21, 2009
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Edward C. Barrett
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Officer
and Principal Accounting Officer)
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Director
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July
21, 2009
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James H. Burton
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/s/
Patrick J. Callahan
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Director
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July
21, 2009
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Patrick J. Callahan
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/s/
Robert D. Carl, III
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Director
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July
21, 2009
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Robert D. Carl, III
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/s/
Charles J. Hopkins
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Director
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July
21, 2009
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Charles J. Hopkins
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/s/
Philip E. Hughes, Jr.
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Director
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July
21, 2009
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Philip E. Hughes, Jr.
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Director
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July
21, 2009
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Andrew J. Kuzneski, Jr.
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/s/
M. Domer Leibensperger
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Director
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July
21, 2009
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M. Domer Leibensperger
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/s/
Frank C. Milewski
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Vice
Chairman of the Board, Director
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July
21, 2009
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Frank C. Milewski
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/s/
Michael J. ODonoghue
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Director
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July
21, 2009
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Michael J. ODonoghue
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7
/s/
Harry J. ONeill, III
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Director
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July
21, 2009
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Harry J. ONeill, III
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Director
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Brian R. Rich
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July
21, 2009
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/s/
Karen A. Rightmire
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Director
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July
21, 2009
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Karen A. Rightmire
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/s/
Alfred J. Weber
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Chairman
of the Board, Director
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July
21, 2009
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Alfred J. Weber
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8
EXHIBIT INDEX
Number
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Title
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3.1
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Articles
of Incorporation of VIST Financial Corp., as amended, including Statement
with Respect to Shares for the Fixed Rate Cumulative Perpetual Preferred
Stock Series A (incorporated by reference to Exhibit 3.1 of the Registrants
Annual Report on Form 10-K for the year ended December 31, 2008.)
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3.2
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By-Laws
of VIST Financial Corp. (incorporated by reference to Exhibit 3.2 of the
Registrants Current Report on Form 8-K filed on March 6, 2008.)
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4.1
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Form
of Rights Agreement, dated as of September 19, 2001, between VIST Financial
Corp. and American Stock Transfer Company, as Rights Agent, as amended
(incorporated by reference to Exhibit 4.1 of the Registrants Current Report
on Form 8-K filed on March 6, 2008.)
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4.2
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Amendment
to Amended and Restated Rights Agreement, dated as of December 17, 2008,
between VIST Financial Corp. and American Stock Transfer Company, as Rights
Agent (incorporated by reference to Exhibit 4.3 of the Registrants Current
Report on Form 8-K filed December 23, 2008.)
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5.1
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Opinion
of Stevens & Lee, P.C.
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10.1
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VIST
Financial Corp. 2010 Non-Employee Director Compensation Plan.
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23.1
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Consent
of Stevens & Lee, P.C. (included in Exhibit 5.1).
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23.2
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Consent
of ParenteBeard LLC.
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24.1
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Power
of Attorney of Directors and Officers (included on signature page.)
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9
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