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As filed with the Securities and Exchange Commission on
August 30, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY FINANCIAL HOLDING CORPORATION
(Exact name of Registrant as Specified in its Charter)
NEW JERSEY 52-1712224
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(State of Incorporation) (I.R.S. Employer Identification No.)
222 Haddon Avenue, Westmont, New Jersey 08108
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(Address of Principal Executive Offices) (Zip Code)
THE COMMUNITY NATIONAL BANK 401(K) PLAN
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(Full Title of the Plan)
ROBERT T. PLUESE, CHAIRMAN OF THE BOARD
COMMUNITY FINANCIAL HOLDING CORPORATION
222 HADDON AVENUE
WESTMONT, NEW JERSEY 08108
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(Name and address of Agent for Service)
(609) 869-7900
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(Telephone Number, including Area Code, of Agent for Service)
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Copies To:
SUSAN E. PENDERY, ESQUIRE
Earp, Cohn, Leone & Pendery, A Professional Corporation
222 Haddon Avenue
Westmont, New Jersey 08108
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate
Title of Securities to Amount to be Offering Price Offering Price Amount of
be Registered Registered (1) per Share (2) (2) Registra-tion Fee
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Common Stock, par 10,000 $12.50 $125,000 $100.00
value $5.00 per share
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(1) The Community National Bank 401(K) Plan (the "Plan") permits Plan
participants to use employee contributions made by Plan participants
to purchase shares of the Registrant's Common Stock acquired in the
open market. The number of shares covered by this registration
statement represents a three-year estimate of the number of shares
which may be issuable based on the estimated aggregate amount of
employee and employer contributions to the Plan during such three-year
period, based on the average of the bid and ask prices reported for a
share of the Registrant's Common Stock on August 27, 1996. In
addition, pursuant to Rule 416(c) promulgated under the Securities Act
of 1933, as amended (the "Act"), this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) The proposed maximum aggregate offering price, calculated solely for
the purpose of determining the registration fee, has been computed
pursuant to Rule 457(h) under the Act, on the basis of the average of
the bid and asked price reported for a share of Community Financial
Holding Corporation Common Stock on August 27, 1996.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section 10(a) Prospectus will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) of the
Act. In accordance with the instructions to Part I of the Form S-8, such
documents have not been filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant's latest Annual Report on Form 10-K for the year ended
December 31, 1995, and all other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1995, the description of the
Registrant's capital stock as included in the Registrant's Registration
Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act, as
amended from time to time, are incorporated herein
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by reference. All reports and documents filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement 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 to be incorporated herein by reference and to be part hereof from the
date of filing of such reports and documents. Any statement or information
contained in a report or document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement or information contained herein (or in any other subsequently filed
report or document which also is incorporated by reference herein) modifies or
supersedes such statement or information. Any such statement or information so
modified shall not be deemed to constitute a part hereof, except as so
modified, and any statement so superseded shall not be deemed to constitute a
part hereof.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons. Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation provides,
within such limits, for broad indemnification of such persons when acting on
behalf of the Registrant, or who, at the request of the Registrant, served in
the capacity of officer or director of any other enterprise. In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas. The indemnification thus provided may protect officers and directors
from liabilities arising under the Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Registrant, as amended previously
filed with the Securities and Exchange Commission on May 6, 1994, as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1,
No. 33-78696, (the "S-1 Registration Statement"), incorporated herein
by reference.
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4.2 By-Laws of the Registrant, as amended previously filed with the
Securities and Exchange Commission on May 6, 1994 as Exhibit 3.2 to
the S-1 Registration Statement, and incorporated herein by reference.
4.3 The Community National Bank 401(K) Plan, as amended (filed herewith).
5 In lieu of an opinion concerning compliance with the requirements of
the Employee Retirement Income Security Act of 1974, as amended, or a
determination letter of the Internal Revenue Service ("IRS") that the
Plan is qualified under Section 401 of the Internal Revenue Code, as
amended, the Registrant hereby undertakes that (i) its wholly-owned
subsidiary, Community National Bank of New Jersey, N.A., will submit
or has submitted the Plan and any amendment thereto to the ("IRS") in
a timely manner and (ii) it has caused or will cause Community
National Bank of New Jersey, N.A., to make all changes required by the
IRS in order to qualify the Plan.
23.1 Consent of KPMG Peat Marwick, L.L.P. (filed herewith).
Item 9. Undertakings.
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 Act;
(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 (1)(i) and (ii)
above 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 Exchange Act that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any
liability under the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an annual report by the Plan 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.
Insofar as indemnification for liabilities arising under the 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 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 Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Act, 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 Westmont, State of New Jersey, on July 17,
1996.
COMMUNITY FINANCIAL HOLDING CORPORATION
By: /s/Gerard M. Banmiller
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Gerard M. Banmiller, President
and Chief Executive Officer
Pursuant to the requirements of the Act, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
/s/Gerard M. Banmiller /s/Robert T. Pluese
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GERARD M. BANMILLER, ROBERT T. PLUESE, Director and
Director, President and Chairman of the Board
Chief Executive Officer Dated: July 17, 1996
Dated: July 17, 1996
/s/Kevin L. Kutcher
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KEVIN L. KUTCHER, Executive MICHAEL G. BRENNAN, Director
Vice President, Dated: July ___, 1996
Treasurer and Secretary,
Chief Financial and Chief
Accounting Officer
Dated: July 17, 1996
/s/Letitia G. Colombi /s/Gerard J. DeFelicis
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LETITIA G. COLOMBI, Director GERARD J. DeFELICIS, Director
Dated: July 17, 1996 Dated: July 17, 1996
/s/Joseph A. Riggs, Sr., M.D. /s/Doris Damm
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JOSEPH A. RIGGS, SR., DORIS DAMM, Director
M.D., Director Dated: July 17, 1996
Dated: July 17, 1996
/s/Marvin Samson /s/Frank B. Smith
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MARVIN SAMSON, FRANK B. SMITH, Director
Director Dated: July 17, 1996
Dated: July 17, 1996
/s/Elizabeth Burns
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ELIZABETH BURNS, Director
Dated: July 17, 1996
[Signatures Continued on Next Page]
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[Signatures Continued from Previous Page]
Pursuant to the requirements of the Act, the Trustees of the Plan have signed
this registration statement on behalf of the Plan, in the Township of Westmont,
State of New Jersey, on July 17, 1996.
THE COMMUNITY NATIONAL BANK 401(K) PLAN
By:/s/Robert T. Pluese By:/s/Gerard M. Banmiller
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Robert T. Pluese, Plan Trustee Gerard M. Banmiller, Plan Trustee
By:/s/Kevin L. Kutcher
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Kevin L. Kutcher, Plan Trustee
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COMMUNITY FINANCIAL HOLDING CORPORATION
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit No. Description
4.1 Certificate of Incorporation of the Registrant, as
amended previously filed with the Securities and
Exchange Commission on May 6, 1994, as Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1,
No. 33-78696, (the "S-1 Registration Statement"),
incorporated herein by reference.
4.2 By-Laws of the Registrant, as amended previously
filed with the Securities and Exchange Commission on
May 6, 1994 as Exhibit 3.2 to the S-1 Registration
Statement, and incorporated herein by reference.
4.3 The Community National Bank 401(K) Plan, as amended
(filed herewith).
5 In lieu of an opinion concerning compliance with the
requirements of the Employee Retirement Income
Security Act of 1974, as amended, or a determination
letter of the Internal Revenue Service ("IRS") that
the Plan is qualified under Section 401 of the
Internal Revenue Code, as amended, the Registrant
hereby undertakes that (i) its wholly-owned
subsidiary, Community National Bank of New Jersey,
N.A., will submit or has submitted the Plan and any
amendment thereto to the ("IRS") in a timely manner
and (ii) it has caused or will cause Community
National Bank of New Jersey, N.A., to make all
changes required by the IRS in order to qualify the
Plan.
23.1 Consent of KPMG Peat Marwick, L.L.P. (filed
herewith).