As filed with the Securities and Exchange Commission on August 26, 2002
Registration No. 33-82530
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________
INTERCHANGE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
_________
New Jersey 22-2553159
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(State or other Jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
Park 80 West/Plaza Two
Saddle Brook, New Jersey 07663
(Address, including zip code, including area code,
of registrant's principal executive offices)
INTERCHANGE FINANCIAL SERVICES CORPORATION
STOCK OPTION AND INCENTIVE STOCK PLAN OF 1997, as amended
(formerly known as"STOCK OPTION PLAN OF 1989")
(Full title of the plan)
Anthony Labozzetta, Executive Vice President and Chief Financial Officer
Park 80 West/Plaza Two
Saddle Brook, New Jersey 07663
(201) 703-2265
(Name, Address, including zip code and telephone number
including area code of agent for service)
_________________
Copies to:
Peter D. Hutcheon, Esq.
Norris, McLaughlin & Marcus
A Professional Corporation
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018
(908) 722-0700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(3) Fees
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Common Stock, no par value per Share 285,000 $ 16.81 $4,790,992.50 $440.77
shares
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate
amount of interest to be offered or sold pursuant to the employee benefit plan(s) described in the Plan. Following the
submission of this Registration Statement, the amount of registered shares under the Plan shall be equal to 1,384,313 shares
(after taking into account certain interim stock dividends and stock splits).
(2) Based upon the last reported sale price on the NASDAQ National Market on August 22, 2002.
(3) The price is estimated in Accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose
of calculating the registration fee and is the product resulting from multiplying 285,000, the number of additional shares
registered herein by $16.81.00 per share, the average exercise price of such options and/or with respect to restricted stock
grants if any, the last reported sale price on the NASDAQ National Market on August 22, 2002.
</FN>
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement on Form S-8 is being filed by Interchange Financial
Services Corporation (the"Company") for the purpose of registering an additional
285,000 shares of common stock, no par value, to be issued pursuant to the
Interchange Financial Services Corporation Stock Option and Incentive Stock Plan
of 1997, as amended by the Board on January 24, 2002 and adopted by the
shareholders at the Company's Annual Stockholders' meeting on April 25, 2002.
The contents of the Company's registration statement on Form S-8 (No. 33-82530)
relating to the Plan, originally filed on August 5, 1994, as amended by a filing
on September 30, 1997, are incorporated by reference into this registration
statement in accordance with General Instruction E to Form S-8.
Item 8. Exhibits
4(a) INTERCHANGE FINANCIAL SERVICES CORPORATION STOCK OPTION
AND INCENTIVE STOCK PLAN OF 1997, AS AMENDED (formerly known as
"STOCK OPTION PLAN OF 1989"), as last amended on January 24,2002
(incorporated by reference to Exhibit B attached to the Company's
definitive proxy materials with respect to its 2002 Annual Meeting
of Shareholders, filed with the Commission on March 28, 2002)
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of Deloitte & Touche, LLP
23(b) Consent of Norris, McLaughlin & Marcus P.A.(included in Exhibit 5)
24 Power of Attorney (included on signature page)
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*Filed herewith
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. 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 paragraphs 1(i) and 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 by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(iv) 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.
(v) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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) 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.
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 Township of Saddle Brook, State of New Jersey
on the 22nd day of August 2002.
INTERCHANGE FINANCIAL SERVICES CORPORATION
By: /s/ Anthony Labozzetta
__________________________________________
Anthony Labozzetta
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony S. Abbate and Anthony Labozzetta, and
either of them (with full power in each to act alone), his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, 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 below.
/s/ Anthony D. Andora
___________________________________Chairman of the Board August 22, 2002
Anthony D. Andora and Director
/s/ Anthony S. Abbate
___________________________________President, Chief Executive August 22, 2002
Anthony S. Abbate Officer and Director
/s/ Anthony Labozzetta
___________________________________Executive Vice President and August 22, 2002
Anthony Labozzetta Chief Financial Officer
/s/ Donald L. Correll
___________________________________Director August 22, 2002
Donald L. Correll
/s/ Anthony R. Coscia
___________________________________Director August 22, 2002
Anthony R. Coscia
/s/ John J. Eccleston
___________________________________Director August 22, 2002
John J. Eccleston
/s/ David R. Ficca
___________________________________Director August 22, 2002
David R. Ficca
/s/ James E. Healey
___________________________________Director August 22, 2002
James E. Healey
/s/ Nicholas R. Marcalus
___________________________________Director August 22, 2002
Nicholas R. Marcalus
/s/ Eleanore S. Nissley
___________________________________Director August 22, 2002
Eleanore S. Nissley
/s/ Jeremiah O'Connor
__________________________________Director August 22, 2002
Jeremiah O'Connor
/s/ Robert P. Rittereiser
__________________________________Director August 22, 2002
Robert P. Rittereiser
/s/ Benjamin Rosenzweig
__________________________________Director August 22, 2002
Benjamin Rosenzweig
INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
EXHIBIT 5
NORRIS, MCLAUGHLIN & MARCUS, P.A.
P.O. BOX 1018
SOMERVILLE, NJ 08876-1018
908-722-0700
TELECOPIER (908) 722-0755
July 26, 2002
Interchange Financial Services Corporation
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
Gentlemen:
We refer to the proposed registration for issue and sale by Interchange
Financial Services Corporation (the"Company") of an additional 285,000 shares
of the Company's Common Stock (the "Shares"), no par value per share, to
participants in the Interchange Financial Services Corporation Stock Option and
Incentive Stock Plan of 1997, as amended (the "Plan") upon the issuance of
restricted stock and/or the exercise or stock options, in either case granted to
them pursuant to the Plan.
We have examined copies of the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, (the "Act") which the Company proposes to
file with the Securities and Exchange Commission with respect to the Plan and
Shares. We have also examined such corporate records, certificates of public
officials or corporate officers and agents, and other documents we have deemed
necessary in order to enable us to render the opinion set forth below.
Based on the foregoing examination, it is our opinion that the Shares are
validly authorized and, assuming (a) the Shares issuable will be validly
authorized, in the case of restricted stock, on the dates of issuance, and in
the case of stock options, on the dates of exercise, (b) the above-mentioned
Registration Statement on Form S-8 becomes effective under the Act, (c) in the
case of restricted stock the restricted stock will have been duly issued and
delivered pursuant to the Plan, (d) the due execution of certificates evidencing
so many of the Shares as are restricted stock and delivery of the same
certificates upon lapsing of the applicable restrictions and in the case of
Purchased Restricted Stock (as defined in the Plan) against payment therefor in
accordance with the Plan, (e) in the case of stock options, the stock options
will have been duly executed, issued and delivered pursuant to the Plan on the
dates of exercise, (f) in the case of stock options, the stock options are duly
exercised in accordance with the Plan, (g) due execution and delivery of
certificates evidencing so many of the Shares as are Shares acquired by the
exercise of stock options against payment therefor in accordance with the Plan,
and (h) no change occurs in the applicable laws or pertinent facts, the Shares
so issuable will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement and to the reference to this firm under
the heading "Legal Matters", in the prospectus contained therein. In giving this
consent we do not hereby admit that we are within the category of persons whose
consent is required under Section 7(b) of the Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
NORRIS, MCLAUGHLIN & MARCUS, P.A.
/s/ Peter D. Hutcheon
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By: PETER D. HUTCHEON
A Member of the Firm
INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Interchange Financial Services Corporation (the "Company") on Form S-8,
pertaining to the Company's stock option plan of 1997, of our report dated
January 17, 2002, appearing in the Annual Report on Form 10-K of the Company for
the year ended December 31, 2001.
/s/ Deloitte & Touche, LLP
___________________________
August 22, 2002
Parsippany, New Jersey