20549-0408
March 1, 2005
Vito S. Pantilione, President
Parke Bancorp, Inc.
601 Delsea Drive
Washington Township, New Jersey 08080
Re: Parke Bancorp, Inc.
Form S-4, filed January 31, 2005
File Number 333-122406
Dear Mr. Pantilione:
We have given a full review to your Form S-4 and have the
following comments. Where indicated, we think this document
should
be revised in response to our comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may have
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. We note a significant number of blank spaces throughout the
filing. When you complete this information we may have further
comments. For example, officers and directors of the bank may
control a significant percentage of bank shares outstanding, but
you
have not completed this information. If this ownership level will
virtually assure or make likely voter approval this needs to be
discussed in the forepart of the document.
2. Please revise the filing to cull legalistic terms and phrases
such
as "hereto," "thereof," "pursuant to," "herein" and the like.
Comparison of Shareholders` Rights... - page 1
3. Please indicate the types of differences referenced at this
heading. Also, on page 2, disclose what it means that
shareholders
have dissenters rights.
Management After the Reorganization - page 2
4. We note from page 8 that the board of the registrant will be
significantly different than the bank`s board. Under a new
subheading such as Directors of the Holding Company disclose the
identity of the new directors of the registrant and describe the
later addition of nine directors.
Purpose of Meeting - page 4
5. We note from the second paragraph that you may adjourn the
meeting
to solicit additional proxies to ensure passage of a proposal.
You
must specifically seek shareholder approval to vote their proxies
for
the purpose of adjourning the meeting to solicit additional
proxies
to ensure passage of a proposal. Please revise the proxy, notice
and
proxy statement accordingly.
Summary
6. In the summary section please briefly explain the reason for
creating the holding company. Include the effect upon the
company`s
Nasdaq listing if shareholders do not approve the new holding
company.
Form 10-KSB - page 6
7. Please provide a more descriptive heading for this section.
Preservation of Nasdaq Listing, page 8
8. Disclose when the new rule went into effect.
9. Please revise this discussion to place the last sentence of the
second paragraph in appropriate context. You seem to negate the
situation before explaining what the problem is. Also, your
opinion
regarding the independence of these persons seems to have no
relevance to your problem with Nasdaq rules.
10. Give the dollar amount of the two purchases by the bank and,
if
correct, specifically state that these represented a violation of
the
Nasdaq independence rules you reference.
11. Indicate why this violation occurred and when you discovered
it.
Was the board unaware of the related independence rules?
12. Disclose the consequences of this violation on Nasdaq trading
in
the bank shares.
13. Please specifically identify the registrant`s "non-employee"
directors and explain how each is independent. You state that at
the
time of the violation all of the bank directors were involved.
Both
Mr. Pennoni and Mr. Dalton, as disclosed on page 53, seem to have
been bank directors at that time.
14. If the proposed bank holding company formation and unusual
director situation have been discussed with NASD officials, please
describe this in the filing. For example, has it been agreed with
the NASD that the proposed bank holding company arrangements will
be
acceptable to the NASD, or is this only the conclusion of the
registrant`s management or counsel?
15. Disclose the consequences for the bank if the holding company
formation is not approved by shareholders.
16. Reference is made to the first sentence in the last paragraph
on
page 8. Please delete the term "arms length." Consider also
deleting the notion that they were "permissible." Otherwise, the
text also needs to make clear that while they may have been
"permissible" under some rules, they were not permissible under
Nasdaq rules.
17. Here or elsewhere, as appropriate, please briefly disclose why
the company is planning to fill the nine positions by resolution.
Given that several years will intervene and the apparent certainty
of
the arrangements, it seems possible that this matter can be
addressed
at a meeting of shareholders.
18. Where appropriate, if Mr. Pennoni and the 11 other bank
directors
will own a controlling percentage of the holding company`s shares,
disclose the impact of this on their capacity to elect holding
company directors and thereby control the future course of the
holding company.
19. Where appropriate, disclose how the arrangement to bring on
the 9
directors is evidenced. Consider filing any agreement as an
exhibit.
Note the Regulation S-B requirement for filing material contracts
as
exhibits.
Tax Consequences - page 10
20. Revise the first sentence to indicate that the material
federal
tax consequences are addressed. Also, revise the second sentence
to
indicate that the representations relied upon were only factual
representations. Revise the actual opinion in the same fashion.
Comparison of Shareholders` Rights - page 11
21. Please delete the qualification in the third paragraph. The
discussion and explanations should be in sufficient detail to make
such a reference unnecessary.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations - page 21
22. We noted that the gross loan balance increased approximately
54%
from December 31, 2002 to December 31, 2003 while your net
deferred
loan fees increased 3%. Please revise the MD&A to disclose any
known
trends or changes regarding loan fees in your lending portfolio
and/or the amount of costs that you defer in accordance with SFAS
91.
Forward Looking Statements - page 21
23. There is no safe harbor provision for forward looking
information
in an initial public offering. Please revise the test to remove
any
implication that you are relying on a safe harbor provision
relating
to this disclosure.
Investment Activities - page 47
24. Please revise here and throughout your filing to separately
classify securities that are legally backed by the full faith and
credit of the U.S. government and those that are not such as
securities issued by government-sponsored enterprises. Refer to
section II.C.2. of the Current Accounting and Disclosure Issues in
the Division of Corporation Finance issued on November 30, 2004.
Management - page 53
25. We note that this information is only for the bank. Please
carefully consider the requirements set out in Items 401, 402, 403
and 404 of Regulation S-B. Insure that the required information
is
provided for Parke Bancorp. This might be either new disclosure
or
additional explanation as to how the bank information applies to
the
holding company.
Certain Relationships and Related Transactions - page 59
26. Provide the information required by Item 404 of Regulation SB
for
the two property purchases discusses on page 8. Be sure to
indicate
how the prices were determined, whether they were reached at arms
length and the extent to which management believes they are
comparable to terms that could have been reached with unaffiliated
parties.
Description of Securities - page 62
27. Reflect here your legal opinion as to whether or not the
common
stock of Parke Bancorp to be issued will be validly issued, fully
paid and non-assessable.
Note 6. Allowance for Loan Losses - page F-17
28. Please disclose for the most recent reported period, the gross
interest income on nonaccrual loans that would have been recorded
in
the period if the loans had been current in accordance with their
original terms and had been outstanding throughout the period or
since origination, if held for part of the period. Refer to
Instruction (2) of Item III.C in Industry Guide 3.
Note 13. Shareholders` Equity - page F-25
29. Please revise to disclose the nature of your 2003 and 2002
common
stock offerings.
Note 14. Bank-Owned Life Insurance - page F-26
30. Please revise to disclose your accounting policies for bank-
owned
life insurance, disclosing the face amount of bank-owned life
insurance policies, any restrictions on the use of proceeds and
the
amount of any loans offset against cash surrender values. Also,
revise the Business section to disclose the business reasons for
purchasing these policies.
Appendix A
31. We note that you have filed Appendix D, but Appendix Items A,
B
and C are missing. Please file these in your amended Form S-4.
Signatures - page II-5
32. It is generally understood that persons signing the Form S-4
as a
director or one of the 3 principal officers are doing so as either
a
director or employee of the registrant. We note from page 8 that
only Mr. Pennoni, Mr. Choate and Mr. Dalton are directors of Parke
Bancorp. Please revise the signature page as correct.
33. Identify the person serving in the capacity of controller or
principal accounting officer of the registrant, as required by the
signature instructions for Form S-4.
Exhibits
34. Consider the consents required by Item 439 of Regulation C.
We
note that the nine directors to be appointed to the registrant`s
board are known, there appears to be no uncertainty as to their
appointment and in fact Mr. Pantilione is currently signing the
Form
S-4 on behalf of Parke Bancorp. Please provide these consents for
the nine bank directors.
Exhibit 5
35. The law firm providing this opinion cannot qualify its opinion
based on the jurisdictions in which it is licensed. Revise the
opinion to delete the last sentence of the third paragraph.
Exhibit 8
36. At Representations of Management, page 5, we note the numerous
legal conclusions reached by the registrant. Revise the opinion
so
that only factual information from the registrant is being relied
upon.
General - Accounting
37. Please provide an updated consent from your independent
accountants in the pre-effective amendment.
38. To the extent the effectiveness of the registration statement
is
delayed, please update the financial statements under Item 310(g)
of
Regulation S-B.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on accounting matters to Michael
Volley,
at 202-824-5568 or to Donald Walker, Senior Assistant Chief
Accountant, at 202-942-1799. Please direct any other questions to
David Lyon at 202-942-1796, or to me at 202-942-2889.
Sincerely,
William C-L Friar
Senior Financial Analyst
By fax : Tiffany A. Hasselman
Fax number 202-434-4661
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Parke Bancorp, Inc.
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