Registration
No. 333-_____________
Filed
July 31, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Abington
Bancorp, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Pennsylvania 20-8613037
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(State
or Other Jurisdiction of Incorporation or
Organization) (I.R.S.
Employer Identification No.)
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180
Old York Road, Jenkintown,
Pennsylvania
19046
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(Address
of Principal Executive
Offices) (Zip Code)
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Abington
Bancorp, Inc. 2007 Stock Option Plan
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(Full
Title of the Plans)
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Robert
W. White
Chairman
of the Board, President
and
Chief Executive Officer
Abington
Bancorp, Inc.
180
Old York Road
Jenkintown,
Pennsylvania 19046
(215)
886-8280
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Copies
to:
Hugh
T. Wilkinson, Esq.
Kenneth
B. Tabach, Esq.
Elias,
Matz, Tiernan & Herrick L.L.P.
734
15th Street, N.W.
Washington,
D.C. 20005
(202)
347-0300
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(Name,
Address and Telephone Number of Agent For
Service)
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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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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller reporting
company
o
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(Do not check if a
smaller reporting company)
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CALCULATION OF
REGISTRATION FEE
Title
of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
Stock, par value $.01 per share
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1,302,990
shares (2)
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$9.65
(2)
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$12,573,853.50
(3)
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$494.15
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_________________________
(1)
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Together
with an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the
Abington Bancorp, Inc. 2007 Stock Option Plan (the “Option Plan”) as a
result of a stock split, stock dividend or similar adjustment of the
outstanding common stock, par value $.01 per share (“Common Stock”), of
Abington Bancorp, Inc. (the
“Company”).
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(2)
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Represents
shares currently reserved for issuance pursuant to the Option
Plan.
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(3)
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Estimated
solely for the purposes of calculating the registration fee in accordance
with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share is equal to the average of the
high and low prices of the Common Stock on July 24, 2008 as reported by
the Nasdaq Stock Market, LLC.
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__________________________________
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This
Registration Statement shall become effective automatically upon the date of
filing in accordance with Section 8(a) of the Securities Act
and
17 C.F.R. 230.462.
PART
I
Item
1. Plan
Information.*
Item
2.
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Registrant
Information and Employee Plan Annual
Information.*
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________________
*
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Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from the registration statement in accordance with Rule 428 under
the Securities Act and the “Note” to Part I on Form
S-8.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
following documents filed or to be filed with the Securities and Exchange
Commission (the “Commission”) are incorporated by reference in this registration
statement:
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(a)
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The
Company’s Annual Report on Form 10-K for the year ended December 31,
2007;
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(b)
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All
reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), since the end of the
fiscal year covered by the financial statements in the Form 10-K referred
to in clause (a) above;
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(c)
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The
description of the Common Stock of the Company contained in the Prospectus
under the heading, “Description of Our Capital Stock” in the Company’s
Registration Statement on Form S-1 filed on May 2, 2007, as amended
(File No. 333-142543); and
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(d)
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All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold.
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Any
statement contained in this registration statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item
4.
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Description
of Securities.
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Not
applicable since the Company’s Common Stock is registered under Section 12 of
the Exchange Act.
Item
5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification
of Directors and Officers.
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Article
VI of the Registrant’s Bylaws provides as follows:
6.1
Persons
Covered
. Subject to, and in accordance with, the provisions of
this Article VI, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative, or investigative, by
reason of the fact that such person is or was a director, officer, employee,
fiduciary, trustee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, fiduciary, trustee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise.
6.2
Derivative
Actions
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(a) In
the case of a threatened, pending, or completed action or suit by or in the
right of the Corporation against a person named in Section 6.1 by reason of such
person holding a position named in Section 6.1, the Corporation shall indemnify
such person if such person satisfies the standard in Section 6.2(b), for
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection with the defense or settlement of the action or
suit.
(b) In
the case of a threatened, pending, or completed action or suit by or in the
right of the Corporation, a person named in Section 6.1 shall be indemnified
only if:
(1) such person is
successful on the merits or otherwise; or
(2) such person acted in good
faith in the transaction that is the subject of the suit or action, and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Corporation. However, such person shall not be indemnified in
respect of any claim, issue, or matter as to which such person has been adjudged
liable to the Corporation unless (and only to the extent that) the court of
common pleas or the court in which the suit was brought shall determine, upon
application, that despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
6.3
Third-Party
Actions
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(a)
In case of a threatened, pending, or completed suit, action, or proceeding
(whether civil, criminal, administrative, or investigative), other than a suit
by or in the right of the Corporation, together hereafter referred to as a
third-party action, against a person named in Section 6.1 by reason of such
person holding a position named in Section 6.1, the Corporation shall indemnify
such person if such person satisfies the standard in Section 6.3(b), for amounts
actually and reasonably incurred by such person in connection with the defense
or settlement of the third-party action, including, but not limited to (I)
expenses (including attorneys’ fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
(b)
In case of a third-party action, a person named in Section 6.1 shall be
indemnified only if:
(1) such person is successful on
the merits or otherwise; or
(2) such person acted in good
faith in the transaction that is the subject of the third-party action and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe such person’s conduct
was unlawful. The termination of a third-party action by judgment,
order, settlement, conviction, or upon a pleas of nolo contendere or its
equivalent shall not, in itself, create a presumption that the person failed to
satisfy the standard of this Section 6.3(b).
6.4
Determination
That Standard Has Been Met
. A determination that the standard
of either Section 6.2(b) or 6.3(b) has been satisfied may be made by a court,
or, except as stated in the record sentence of Section 6.2(b), the determination
may be made by:
(1) the
Board of Directors by a majority vote of a quorum consisting of directors of the
Corporation who were not parties to the action, suit, or
proceeding;
(2) if
such a quorum is not obtainable or if obtainable and a majority of a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or
(3) the
shareholders of the Corporation.
6.5
Proration
. Anyone
making a determination under Section 6.4 may determine that a person has met the
standard as to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.
6.6
Advancement
of Expenses
. Reasonable expenses incurred by a director,
officer, employee, or agent of the Corporation in defending a civil or criminal
action, suit, or proceeding described in Section 6.1 may be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.
6.7
Other
Rights
. The indemnification and advancement of expenses
provided by or pursuant to this Article VI shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of shareholders or
directors, or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such
person.
6.8
Insurance
. The
Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person’s
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this Article
VI.
6.9
Security
Fund; Indemnity Agreements
. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees, and agents for the purpose
of securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article VI.
6.10
Modification
. The
duties of the Corporation to indemnify and to advance expenses to any person as
provided in this Article VI shall be in the nature of a contract between the
Corporation and each such person, and no amendment or repeal of any provision of
this Article VI, and no amendment or termination of any trust fund or other fund
created pursuant to Section 6.9 hereof, shall alter to the detriment of such
person the right of such person to the advancement of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment, repeal, or termination.
6.11
Proceedings
Initiated by Indemnified Persons
. Notwithstanding any other
provision in this Article VI, the Corporation shall not indemnify a director,
officer, employee, or agent for any liability incurred in an action, suit, or
proceeding initiated by (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit, or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors then in
office.
6.12
Savings
Clause
. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys’ fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation, to the
fullest extent permitted by any applicable portion of this Article VI that shall
not have been invalidated and to the fullest extent permitted by applicable
law.
If the
laws of the Commonwealth of Pennsylvania are amended to permit further
indemnification of the directors, officers, employees, and agents of the
Corporation, then the Corporation shall indemnify such persons to the fullest
extent permitted by law. Any repeal or modification of this Article
VI by the Board of Directors or the shareholders of the Corporation shall not
adversely affect any right or protection of a director, officer, employee, or
agent existing at the time of such repeal or modification.
Item
7.
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Exemption
from Registration Claimed.
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Not
applicable since no restricted securities will be reoffered or resold pursuant
to this registration statement.
The
following exhibits are filed with or incorporated by reference into this
registration statement on Form S-8 (numbering corresponds to Exhibit Table in
Item 601 of Regulation S-K):
No.
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Exhibit
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4.0
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Form
of Common Stock certificate(1)
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5.0
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Opinion
of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the Common
Stock
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10.0
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Abington
Bancorp, Inc. 2007 Stock Option Plan(2)
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23.1
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Consent
of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit
5.0)
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23.2
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Consent
of Beard Miller Company LLP
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23.3
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Consent
of Deloitte & Touche LLP
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24.0
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Power
of attorney for any subsequent amendments is located in the signature
pages
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_______________
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(1)
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Incorporated
by reference from the Company’s registration statement on Form S-1
(Commission File No. 333-142543) filed with the Commission on May 2, 2007,
as amended.
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(2)
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Incorporated
by reference from the Company’s definitive proxy statement for the Special
Meeting of Shareholders held on January 30, 2008 (Commission File No.
000-52705) filed with the Commission on December 26,
2007.
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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; (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 clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2. That,
for the purpose of determining any liability under the Securities Act, 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.
4. That,
for the purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or 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.
5. Insofar
as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
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 questions whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Jenkintown, Commonwealth of Pennsylvania, on this 30th day of July
2008.
ABINGTON BANCORP,
INC.
By:
/s/ Robert
W. White
Robert W. White
Chairman of the Board, President
and
Chief Executive
Officer
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. Each person whose signature appears below hereby makes,
constitutes and appoints Robert W. White his or her true and lawful attorney,
with full power to sign for such person and in such person’s name and capacity
indicated below, and with full power of substitution any and all amendments to
this registration statement, hereby ratifying and confirming such person’s
signature as it may be signed by said attorney to any and all
amendments.
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Chairman
of the Board, President and
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Robert W. White
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Chief
Executive Officer (principal executive officer)
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Senior
Vice President and Chief Financial
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Jack J. Sandoski
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Officer
(principal financial and accounting officer)
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/s/ Michael F. Czerwonka,
III
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Michael F. Czerwonka, III
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Jane Margraff Kieser
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Joseph B. McHugh
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/s/ Robert John Pannepacker,
Sr.
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Robert John Pannepacker, Sr.
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G.
Price Wilson, Jr.
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