Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 1, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LINKBANCORP, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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82-5130531
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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1250 Camp Hill Bypass, Suite 202
Camp Hill, Pennsylvania 17011
(Address of Principal Executive Offices)
Virginia Partners Bank 2008 Incentive Stock Option Plan
Virginia Partners Bank 2015 Incentive Stock Option Plan
(Full Title of the Plans)
Copies to:
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Mr. Andrew Samuel
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Benjamin M. Azoff, Esquire
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Chief Executive Officer
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Luse Gorman, PC
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LINKBANCORP, Inc.
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5335 Wisconsin Ave., N.W., Suite 780
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1250 Camp Hill Bypass, Suite 202
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Washington, DC 20015-2035
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Camp Hill, Pennsylvania 17011
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(202) 274-2000
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(855) 569-2265
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(Name, Address and Telephone
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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, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Smaller reporting company⌧
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Emerging growth company ⌧
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
PART I. INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plans as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference
The following documents previously filed by LINKBANCORP, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):
(a)
The Company’s
Annual Report on Form 10-K for the year ended December 31, 2022 (File No.001-41505), filed with the Commission on March 30, 2023, pursuant to
Section 13(a) of the Exchange Act;
(b)
The Company’s
Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the Commission on May 15, 2023 (File No. 001-41505);
(c)
The Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with the Commission on August 10, 2023 (File No. 001-41505);
(d)
The Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the Commission on November 14, 2023 (File No. 001-41505);
(e)
The Company’s Current Reports on Form 8-K filed with the
Commission on
February 2, 2023 (filed portion only),
February 22, 2023 (filed portion only),
May 17, 2023,
May 25, 2023,
June 22, 2023,
July 31, 2023
(filed portion only),
August 8, 2023,
October 13, 2023,
November 13,
2023,
November 16, 2023 and
December 1, 2023 (Commission File No. 001-41505 for all); and
(f) The description of the Company’s common stock contained in
the Registration Statement on Form 8-A filed with the Commission on September 13, 2022 to register the Company’s common stock under the Exchange Act (File No. 001-41505), including any subsequent amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in
the documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company is a Pennsylvania corporation. Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988 (“BCL”), provide that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in the best interests of the corporation. In general, this power to indemnify does not exist
in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation unless and only to the extent a court determines that the
person is fairly and reasonably entitled to indemnification. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. Section 1746 of the BCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things,
any by-law provision, provided that no indemnification may be made in any case where the act or failure or act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 1747 of the BCL authorizes a corporation to purchase insurance for directors and other representatives. The foregoing statement is subject to the detailed provisions of Section 1741-1850 of the BCL.
The bylaws of the Company provide indemnification or reimbursement for reasonable expenses actually incurred by directors or officers. However, indemnification or reimbursement shall not be provided
to a director or officer for willful misconduct or recklessness.
The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company
for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the Company.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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*
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Attached as Exhibit 5
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**
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***
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Contained in Exhibit 5
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Attached as Exhibit 23.2
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Contained on Signature Page
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Attached as Exhibit 107
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_________________________
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Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-220805) originally filed by the Company under the Securities Act with the Commission on May 6, 2021, and all amendments or reports filed for
the purpose of updating such description.
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Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of Partners Bancorp (Registration No. 333-237151) filed on March 13, 2020.
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Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of Partners Bancorp (Registration No. 333-237151) filed on March 13, 2020.
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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 the Registration Statement 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;
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 purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 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. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
6. 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 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 and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, Commonwealth of
Pennsylvania, on this 29th day of November, 2023.
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LINKBANCORP, Inc.
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By:
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/s/ Andrew Samuel
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Andrew Samuel
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Chief Executive Officer
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(Duly Authorized Representative)
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We, the undersigned directors and officers of LINKBANCORP, Inc. (the “Company”) hereby severally constitute and appoint Andrew Samuel, as our true and lawful attorney and agent,
to do any and all things in our names in the capacities indicated below which said Andrew Samuel may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued upon the exercise of stock options granted under the Virginia Partners Bank 2008 Incentive Stock Option Plan and the Virginia Partners Bank
2015 Incentive Stock Option Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said Andrew Samuel shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date
indicated.
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Signatures
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Title
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Date
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/s/ Andrew Samuel
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Chief Executive Officer and Director
(Principal Executive Officer)
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November 29, 2023
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Andrew Samuel
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/s/ Kristofer Paul
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Chief Financial Officer
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November 29, 2023
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Kristofer Paul
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(Principal Financial and Accounting Officer)
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/s/ Joseph C. Michetti, Jr.
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Chairman and Director
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November 29, 2023
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Joseph C. Michetti, Jr.
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/s/ Jennifer Delaye
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Director
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November 29, 2023
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Jennifer Delaye
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/s/ Anson Flake
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Director
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November 29, 2023
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Anson Flake
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/s/ William Jones
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Director
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November 29, 2023
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William Jones
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/s/ David Koppenhaver
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Director
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November 29, 2023
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David Koppenhaver
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/s/ George Parmer
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Director
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November 29, 2023
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George Parmer
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/s/ Debra Pierson
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Director
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November 29, 2023
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Debra Pierson
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/s/ Diane Poillon
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Director
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November 29, 2023
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Diane Poillon
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/s/ William Pommerening
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Director
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November 29, 2023
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William Pommerening
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/s/ Brent Smith
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Executive Vice President and Director
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November 29, 2023
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Brent Smith
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/s/ Kristen Snyder
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Director
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November 29, 2023
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Kristen Snyder
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/s/ Steven Tressler
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Director
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November 29, 2023
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Steven Tressler
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LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
December 1, 2023
Board of Directors
LINKBANCORP, Inc.
1250 Camp Hill Bypass, Suite 202
Camp Hill, Pennsylvania 17011
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Re: |
LINKBANCORP, Inc. - Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the registration of 86,328 shares of common stock,
$0.01 par value per share (the “Shares”), of LINKBANCORP, Inc. (the “Company”) to be issued pursuant to the Virginia Partners Bank 2008 Incentive Stock Option Plan and the Virginia Partners Bank 2015 Incentive Stock Option Plan (collectively, the
“Plans”).
In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation of the Company, the Plans, the Company’s
Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all
documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered. This opinion
is limited to matters of Pennsylvania corporate law.
Based on the foregoing, we are of the following opinion:
Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the
Plans, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and
shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm. We hereby consent to the use of this opinion in the Form S-8. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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