Ameriserv Financial Inc/PA – ‘S-8 POS’ on 8/19/98

As of:  Wednesday, 8/19/98   ·   Effective:  8/19/98   ·   Accession #:  903594-98-135   ·   File #:  33-53935

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     9     36K 
 2: EX-5        Opinion re: Legality                                   2±     8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-99       Miscellaneous Exhibit                                 13±    43K 

S-8 POS   —   Post-Effective Amendment to an S-8
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on                         
August 19, 1998.                                                                
                        Registration No. 033-53935
_________________________________________________________________               
_________________________________________________________________               
SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                
POST-EFFECTIVE AMENDMENT NO. 1 TO S-8               
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               

USBANCORP, INC.                     
(Exact name of registrant as specified in its charter)                

Pennsylvania                       25-1424278                       
(State of Incorporation)    (I.R.S. Employer Identification No.)                

Main & Franklin Streets             
Johnstown, Pennsylvania  15901                
(814) 533-5300                  
(Address and telephone number of principal executive offices)               

USBANCORP, Inc. 1991 Stock Option Plan              
(Full Title of the Plan)                

   With a copy to:
Terry K. Dunkle                   Jeffrey P. Waldron, Esquire                   
Chairman, President and Chief     Stevens & Lee                                 
Executive Officer               One Glenhardie Corporate Center             
Main & Franklin Streets           1275 Drummers Lane                            
Johnstown, Pennsylvania  15901    Wayne, Pennsylvania  19087                    
(814) 533-5300                    (610) 293-4961                                

(Name, address and telephone                                                    
number of agent for service)                                                    
=================================================================               
CALCULATION OF REGISTRATION FEE               
=================================================================               

Proposed    Proposed  
Maximum     Maximum 
Title of       Amount      Offering   Aggregate     Amount of             
Securities to      to be     Price Per    Offering   Registration               
be Registered   Registered(1) Share(1)    Price(1)        Fee                   

Common Stock,     200,000      $23.25    $4,650,000     $1,410                  
$2.50 par value                                                                 
per share                                                                     
=================================================================               
(1)  Amount to be registered is an additional 200,000 shares of                 
Common Stock as approved for issuance under the 1991 Stock            
Option Plan at the 1998 Annual Meeting.                               

(2)  Estimated solely for the purpose of calculating the                        
registration fee pursuant to Rule 457(h).  Price per share            
represents the closing price for a share of Registrant's              
Common Stock on the Nasdaq Stock Market on August 14, 1998.           
PAGE 1                                                                      

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PART II               

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                

Item 3.   Incorporation of Documents by Reference.                              

The following documents are incorporated by reference in              
this Registration Statement:                                                    

(a)  The Company's Annual Report on Form 10-K for the year            
ended December 31, 1997.                                    

(b)  The Company's Quarterly Reports on Form 10-Q for the             
quarters ended March 31 and June 30, 1998.                  

(c)  All other reports filed by the Company pursuant to               
Section 13(a) or 15(d) of the Exchange Act since            
December 31, 1997.                                          

(d)  The description of USBANCORP's common stock contained            
in its registration statement on Form 8-A filed with        
the Securities and Exchange Commission on November 13,      
1985.                                                       

All documents subsequently filed by the Registrant pursuant           
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior               
to the filing of a post-effective amendment that 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 to                 
be a part hereof from the date of filing of such documents.                     

Any statements contained herein or in a document                      
incorporated or deemed 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 subsequently filed document that also is or is                 
deemed 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.   Description of Securities.                                            

See "Item 3.  Incorporation of Documents by Reference."               

Item 5.   Interests 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                  

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2corporation 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 director's 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.                                    

Registrant's bylaws provide for (1) indemnification of                
directors, officers, employees and agents of the registrant and                 
its subsidiaries and (2) the elimination of a director's                        
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 the Registrant.                                                     

Item 7.   Exemption from Registration Claimed.                                  

Not applicable.                                                       

Item 8.   Exhibits.                                                             

4.1       Articles of Incorporation of USBANCORP, Inc., as            
amended (Incorporated by reference to Exhibit III 
to Registration Statement No. 2-79639 on Form S-  
14, Exhibits 4.2 and 4.3 to Registration Statement
No. 33-685 on Form S-2, Exhibit 4.1 to            
Registration Statement No. 33-56604 on Form S-3,  
Exhibit 3.1 to the Registrant's Annual Report on  
Form 10-K for the year ended December 31, 1994,   
and Exhibit 3.1 to the Registrant's Form 10-Q for 
the quarter ended June 30, 1998).                 

4.2       Bylaws of USBANCORP, Inc., as amended and restated          
(Incorporated by reference to Exhibit 3.2 to the  
Registrant's Annual Report on Form 10-K for the   
year ended December 31, 1994).                    

5.        Opinion of Stevens & Lee.                                   

23.1      Consent of Arthur Andersen & Co.                            

23.2      Consent of Stevens & Lee is contained in its                
opinion at Exhibit 5 of this Registration         
Statement.                                        

24        Power of Attorney of Directors and Officers                 
(included on signature page).                     

99        USBANCORP, Inc. 1991 Stock Option Plan, as                  

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3amended.                                          

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 to include any additional or changed                     
material information with respect to the plan of distribution.                  

(2)  That, for the purpose of determining liability         
under the Securities Act of 1933, to treat each post-effective                  
amendment as a new registration statement of the securities                     
offered, and the offering of such securities at that time to be                 
the initial bona fide offering thereof.                                         

(3)  To file a post-effective amendment to remove from      
registration any of the securities being registered which remain                
unsold at the termination of the offering.                                      

Provided, however, that subparagraphs (a)(1)(i) and         
(a)(1)(ii) of this section do not apply if the information                      
required to be included in a post-effective amendment by those                  
paragraphs is contained in periodic reports filed 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 that                 
remain unsold at the termination of the offering.                               

(b)  The undersigned Registrant hereby undertakes that, for           
the purpose of determining any liability under the Securities Act               
of 1933, each filing of the Registrant's annual report pursuant                 
to Section 13(a) or Section 15(d) of the Securities Exchange Act                
of 1934 (and, where applicable, each filing of a plan's annual                  
report pursuant to Section 15(d) of the Securities Exchange Act                 
of 1934) that is incorporated by reference in this 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)  The undersigned Registrant hereby undertakes to deliver          
or cause to be delivered with the prospectus, to each person to                 
whom the prospectus is sent or given, the latest annual report to               

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4security holders that is incorporated by reference in the                       
prospectus and furnished pursuant to and meeting the requirements               
of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;                
and, where interim financial information required to be presented               
by Article 3 of Regulation S-X are not set forth in the                         
prospectus, to deliver, or cause to be delivered to each person                 
to whom the prospectus is sent or given, the latest quarterly                   
report that is specifically incorporated by reference in the                    
prospectus to provide such interim financial information.                       

(d)  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.                                                                          
PAGE 5                                                                      

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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 Johnstown, Commonwealth of                           
Pennsylvania, on July 30, 1998.                                                 

USBANCORP, INC.     

  By /s/ Terry K. Dunkle
      Terry K. Dunkle,
                    Chairman, President, and Chief
       Executive Officer
PAGE 6                                                                      

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Pursuant to the requirements of the Securities Act of 1933, this                
registration statement has been signed by the following persons                 
in the capacities indicated and on the dates indicated.                         

Signature                  Title                 Date                   

/s/ Terry K. Dunkle        Chairman, President,   July 30, 1998                 
Terry K. Dunkle            and Chief Executive                                  
Officer                   

/s/ Jeffrey A. Stopko      Senior Vice President  July 30, 1998                 
Jeffrey A. Stopko          and Chief financial                                  
Officer                   

/s/ Jerome M. Adams        Director               July 30, 1998                 
Jerome M. Adams                                                                 

/s/ Clifford A. Barton     Director               July 30, 1998                 
Clifford A. Barton                                                              

/s/ Michael F. Butler      Director               July 31, 1998                 
Michael F. Butler                                                               

/s/ James C. Dewar         Director               July 31, 1998                 
James C. Dewar                                                                  

/s/ James M. Edwards, Sr.  Director               July 31, 1998                 
James M. Edwards, Sr.                                                           

/s/ Richard W. Kappel      Director               July 30, 1998                 
Richard W. Kappel                                                               

/s/ Margaret A. O'Malley   Director               July 31, 1998                 
Margaret A. O'Malley                                                            

/s/ Mark E. Pasquerilla    Director               July 31, 1998                 
Mark E. Pasquerilla                                                             

/s/ Jack Sevy              Director               July 30, 1998                 
Jack Sevy                                                                       

/s/ Thomas C. Slater       Director               July 31, 1998                 
Thomas C. Slater                                                                

/s/ James C. Spangler      Director               July 31, 1998                 
James C. Spangler                                                               

/s/ Robert L. Wise         Director               July 31, 1998                 
Robert L. Wise                                                                  
PAGE 7                                                                      

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EXHIBIT INDEX               

4.1       Articles of Incorporation of USBANCORP, Inc., as            
amended (Incorporated by reference to Exhibit III 
to Registration Statement No. 2-79639 on Form S-  
14, Exhibits 4.2 and 4.3 to Registration Statement
No. 33-685 on Form S-2, Exhibit 4.1 to            
Registration Statement No. 33-56604 on Form S-3,  
Exhibit 3.1 to the Registrant's Annual Report on  
Form 10-K for the year ended December 31, 1994,   
and Exhibit 3.1 to the Registrant's Form 10-Q for 
the quarter ended June 30, 1998).                 

4.2       Bylaws of USBANCORP, Inc., as amended and restated          
(Incorporated by reference to Exhibit 3.2 to the  
Registrant's Annual Report on Form 10-K for the   
year ended December 31, 1994).                    

5.        Opinion of Stevens & Lee.                                   

23.1      Consent of Arthur Andersen & Co.                            

23.2      Consent of Stevens & Lee is contained in its                
opinion at Exhibit 5 of this Registration         
Statement.                                        

24        Power of Attorney of Directors and Officers                 
(included on signature page).                     

99        USBANCORP, Inc. 1991 Stock Option Plan, as                  
amended.                                          

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8

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/19/98		1
		8/14/98		1
		7/31/98		7
		7/30/98		6		7
		6/30/98		2		8			10-Q
		12/31/97		2					10-K,  PRE 14A
		12/31/94		3		8			10-K
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