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As filed with the Securities and Exchange Commission on May 30, 2001
Registration No. 333-_______
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact Name of Registrant As Specified In Its Charter)
PENNSYLVANIA 23-2900790
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 EAST DRINKER STREET
DUNMORE, PENNSYLVANIA 18512-2491
----------------------- ----------
(Address of principal executive offices) (Zip Code)
-------------------------------
FIRST NATIONAL COMMUNITY BANCORP, INC.
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------------------
J. DAVID LOMBARDI, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST NATIONAL COMMUNITY BANCORP, INC.
102 EAST DRINKER STREET
DUNMORE, PENNSYLVANIA 18512-2491
(570) 346-7667
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies To:
JEAN SVOBODA MCMASTER, ESQUIRE
SHUMAKER WILLIAMS, P.C.
POST OFFICE BOX 88
HARRISBURG, PENNSYLVANIA 17108
(717) 763-1121
-------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price(2) Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $1.25 Par Value 200,000 $33.375 $6,675,000.00 $1,668.75
-------------------------------------------------------------------------------------------------------------
(1) Based on the maximum number of shares of First National Community Bancorp,
Inc. common stock, par value $1.25 per share, authorized for issuance
under the plan set forth above. In addition, pursuant to Rule 416(a) under
the Securities Act of 1933, this registration statement also covers an
indeterminate number of shares of common stock as may become issuable by
reason of the anti-dilution provisions of the plan.
(2) 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 closing bid and asked prices of the common stock on May 25, 2001, with
respect to the 200,000 shares of common stock issuable under the plan.
PAGE 1 OF 31 SEQUENTIALLY NUMBERED PAGES
INDEX TO EXHIBITS FOUND ON PAGE 14
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
First National Community Bancorp, Inc. files this registration
statement to register 200,000 shares of its common stock, par value $1.25 per
share, that may, from time to time, be issued pursuant to the First National
Community Bancorp, Inc. 2000 Stock Incentive Plan.
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
This prospectus constitutes a part of a registration statement on Form
S-8 filed with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC,
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 until all of the securities
registered on this Form S-8 are sold or we deregister the remaining unsold
securities.
First National Community Bancorp, Inc. will provide, without charge, to
each plan participant a copy of the documents incorporated by reference in Item
3 of Part II of this registration statement, upon written or oral request.
Further, plan participants will be provided,
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without charge, upon written or oral request, other documents required to be
delivered pursuant to Rule 428(b). Written requests should be directed to:
First National Community Bancorp, Inc.
Attn: Treasurer
102 East Drinker Street
Dunmore, PA 18512-2491
Telephone requests may be directed to William Lance, Treasurer,
telephone number (570) 346-7667.
You should rely only on the information contained in or incorporated by
reference in this prospectus and any supplement. We have not authorized anyone
to provide you with information different from that contained in this
prospectus. The information contained in or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of the shares. The delivery of
this prospectus does not, under any circumstances, create any implication that
there has been no change in the company's affairs since the date of this
prospectus.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate the following documents by reference into this
registration statement as filed with the SEC under File No. 333-24121:
(a) First National Community Bancorp, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2000, filed with the SEC
on March 23, 2001;
(b) First National Community Bancorp, Inc.'s Quarterly Reports on
Form 10-Q for the quarter ended March 31, 2001, filed with the
SEC on May 8, 2001; and
(c) The description of First National Community Bancorp, Inc.'s
common stock that appears on page 40 of First National
Community Bancorp, Inc.'s Registration Statement No. 333-24121
on Form S-4, filed with the SEC on March 28, 1997 and
effective on April 17, 1997, and as amended by Amendment No.1,
filed with the SEC on December 31, 1997 and as amended by
Amendment No. 2, filed with the SEC on June 2, 1998.
All documents filed by First National Community Bancorp, Inc. pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
after the date of this prospectus and prior to the filing of a post-effective
amendment indicating that all securities offered have been sold or which
deregisters all remaining unsold securities, are incorporated by reference into
this registration statement and become a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this registration statement automatically
updates, modifies and supersedes the prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the securities to be offered is not included because
the common stock is registered under Section 12(g) of the Securities Exchange
Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No disclosure is required under this item because First National
Community Bancorp, Inc. did not employ named experts or counsel on a contingent
basis.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
of 1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 741-1750) provides that
a business corporation has the power under certain circumstances to indemnify
directors, officers, employees and agents against certain expenses incurred by
them in connection with any threatened, pending or completed action, suit or
proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares
that unless otherwise provided by statute or in a by-law adopted by the
shareholders, all powers enumerated in Section 1502 (relating to general powers)
and elsewhere in the BCL or otherwise vested by law in a business corporation
shall be exercised by or under the authority of, and the business and affairs of
every business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:
(1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(2) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within the professional or expert
competence of such person; or
(3) a committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors
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shall not constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a director
or any failure to take any action shall be presumed to be in the best interests
of the corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, 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 under this section; and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any
criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action or proceeding 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.
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The termination of any action or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action 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. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such that to
the extent that a representative of the business corporation has been successful
on the merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding;
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(2) if such 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 shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides
that the indemnification and advancement of expenses provided by or granted
pursuant to the other sections of the BCL shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any other by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.
Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has
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ceased to be a representative of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.
Article 23 of the Registrant's By-laws provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the Registrant's best
interests. Officers and directors will be presumed to be entitled to
indemnification, absent breaches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. EXHIBITS
4.1 Articles of Incorporation of Registrant. (Incorporated by reference to
Exhibit 3(i) to Registrant's Registration Statement No. 333-24121,
filed with the SEC on March 28, 1997 and as amended by Amendment No. 1,
filed with the SEC on December 31, 1997 and as amended by Amendment No.
2, filed with the SEC on June 2, 1998.)
4.2 By-laws of Registrant. (Incorporated by reference to Exhibit 3(ii) to
Registrant's Registration Statement No. 333-24121, filed with the SEC
on March 28, 1997 and as amended by Amendment No. 1, filed with the SEC
on December 31, 1997 and as amended by Amendment No. 2, filed with the
SEC on June 2, 1998.)
5 Opinion of Shumaker Williams, P.C. re: legality.
23.1 Consent of Demetrius & Company, L.L.C.
23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5).
24 Power of Attorney of Directors and Officers (included on Signature
Pages).
99.1 First National Community Bancorp, Inc. 2000 Stock Incentive Plan.
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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;
(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 periodic reports filed with
or furnished to the SEC 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
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 registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new
registration
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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.
(h) 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 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 Borough of Dunmore, Commonwealth of Pennsylvania on May 23,
2001.
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Registrant)
By: /s/ J. David Lombardi
--------------------------------------
J. David Lombardi
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. David Lombardi and William S. Lance,
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, will all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents 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 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.
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.
Capacity Date
-------- ----
/s/ J. David Lombardi President, May 23, 2001
------------------------------ Chief Executive Officer
J. David Lombardi and Director (Principal
Executive Officer)
/s/ William S. Lance Treasurer, May 23, 2001
------------------------------ Chief Financial Officer
William S. Lance (Principal Financial
and Accounting Officer)
13
/s/ Louis A. DeNaples Chairman of the Board May 23, 2001
------------------------------ of Directors
Louis A. DeNaples
/s/ Michael G. Cestone Director May 23, 2001
------------------------------
Michael G. Cestone
/s/ Michael J. Cestone, Jr. Director May 23, 2001
------------------------------
Michael J. Cestone, Jr.
/s/ Joseph Coccia Director May 23, 2001
------------------------------
Joseph Coccia
/s/ William P. Conaboy Director May 23, 2001
------------------------------
William P. Conaboy
/s/ Dominick L. DeNaples Director May 23, 2001
------------------------------
Dominick L. DeNaples
/s/ Joseph J. Gentile Director May 23, 2001
------------------------------
Joseph J. Gentile
Director _______ __, 2001
------------------------------
Martin F. Gibbons
/s/ Joseph O. Haggerty Director May 23, 2001
------------------------------
Joseph O. Haggerty
/s/ John P. Moses Director May 23, 2001
------------------------------
John P. Moses
Director _______ __, 2001
------------------------------
John R. Thomas
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INDEX TO EXHIBITS
PAGE NO.
IN SEQUENTIALLY
NUMBERED
EXHIBIT NO. ORIGINAL
----------- --------
4.1 Articles of Incorporation of Registrant. (Incorporated by *
reference to Exhibit 3(i) to Registrant's Registration
Statement No. 333-24121, filed with the SEC on March 28, 1997
and as amended by Amendment No. 1, filed with the SEC on
December 31, 1997 and as amended by Amendment No. 2,
filed with the SEC on June 2, 1998.)
4.2 By-laws of Registrant. (Incorporated by reference to *
Exhibit 3(ii) to Registrant's Registration Statement
No. 333-24121, filed with the SEC on March 28, 1997
and as amended by Amendment No. 1, filed with the SEC on
December 31, 1997 and as amended by Amendment No. 2,
filed with the SEC on June 2, 1998.)
5 Opinion of Shumaker Williams, P.C. re: legality. 15
23.1 Consent of Demetrius & Company, L.L.C. 18
23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5).
24 Power of Attorney of Directors and Officers (included on Signature
Pages).
99.1 First National Community Bancorp, Inc. 2000 Stock Incentive Plan. 20
* Incorporated by reference.