As filed with the Securities and Exchange Commission on
January 18, 2000
Registration No. 333-__
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COMMUNITY BANCORP OF NEW JERSEY
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State of other jurisdiction of incorporation or organization)
22-3666589
(I.R.S. Employer Identification No.)
3535 HIGHWAY 9 NORTH
FREEHOLD, NEW JERSEY 07728
(Address of principal executive offices)
1999 EMPLOYEE STOCK PURCHASE PLAN
1998 EMPLOYEE STOCK OPTION PLAN
1997 EMPLOYEE STOCK OPTION PLAN
1997 STOCK OPTION PLAN
1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
ROBERT D. O'DONNELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMMUNITY BANCORP OF NEW JERSEY
3535 HIGHWAY 9 NORTH
FREEHOLD, NEW JERSEY 07728
(Name and address of agent for service)
(732) 863-9000
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee (2)
Share (2) Price (2)
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Common Stock, no par
value per share and
interests of
participation in
the Plan 313,120 $13.50 $4,227,120 $1,175
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(1) Represents shares to be issued upon the exercise of stock options and
those purchasable under the Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Last trading price of the securities on the NASDAQ stock exchange on
January 7, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the Company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is (http://www.sec.gov).
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999;
(b) the Registrant's Current Report on Form 8-K dated July 1,
1999;
(c) The Regsitrant's Current Report on Form 8-K dated July 9,
1999; and
(d) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999.
In addition, all documents subsequently filed by the Registrant with
the SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after
the effective date of this Registration Statement, but 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 by reference in this Registration Statement and to be
part hereof from the respective date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modified or superseded 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.
Item 4. Description of Securities.
Capital Structure
The Corporation's certificate of incorporation provides for an
authorized capitalization consisting of 5,000,000 shares of common stock,
without par value.
Liquidation Rights
In the event of liquidation, dissolution or winding up of the
Corporation, holders of Common Stock are entitled to receive, on a pro rata per
share basis, any assets distributable to shareholders, after the payment of
debts and liabilities and after the distribution to holders of any outstanding
shares hereafter issued which have prior rights upon liquidation.
Dividend Rights
The holders of the Corporation's Common Stock will be entitled to
dividends, when, as, and if declared by the Corporation's Board of Directors,
subject to the restrictions imposed by New Jersey law. The only statutory
limitation applicable to the Corporation is that dividends may not be paid if
the Corporation is insolvent.
Voting Rights
Under New Jersey law and the Corporation's Certificate of
Incorporation, each share of the Corporation's Common Stock also will be
entitled to one vote per share. Cumulative voting is not permitted with respect
to the Corporation.
Under New Jersey law, the affirmative vote of a majority of the votes
cast is required to approve any merger, consolidation or disposition of
substantially all of the Corporation's assets.
Preemptive Rights
The Certificate of Incorporation of the Corporation does not provide
for preemptive rights.
Appraisal Rights
Under New Jersey law, dissenting shareholders of the Corporation will
have appraisal rights (subject to the broad exception set forth in the next
sentence) upon certain mergers or consolidations. Appraisal rights for
shareholders of the Corporation are not available in any such transaction if
shares of the corporation are listed for trading on a national securities
exchange or held of record by more than 1,000 holders. In addition, appraisal
rights are not available to shareholders of an acquired corporation if, as a
result of the transaction, shares of the acquired corporation are exchanged for
any of the following: (i) cash; (ii) any securities listed on a national
securities exchange or held of record by more than 1,000 holders; or (iii) any
combination of the above. New Jersey law also provides that a corporation may
grant appraisal rights in other types of transactions regardless of the
consideration received by providing for such rights in its Certificate of
Incorporation. The Corporation's Certificate of Incorporation does not provide
appraisal rights beyond those called for under New Jersey law.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The objective of the following indemnification provision is to assure
that indemnification can be invoked by the Registrant for its directors,
officers, employees and agents and former officers, directors, employees and
agents who incur expenses in proving their honesty and integrity, provided they
meet minimum qualifications touching upon the concept of wrongdoing.
In accordance with the New Jersey Business Corporation Act (Title 14A
of the New Jersey Statutes), Article XI of the Registrant's Certificate of
Incorporation provides as follows:
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgements, fines and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein (i) shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other capacity, and (ii) shall inure to the benefit of the
heirs, executors, and the administrators of any such person. The Corporation
shall have the power, but shall not be obligated, to purchase and maintain
insurance on behalf of any person or persons, enumerated above against any
liability asserted against or incurred by them or any of them arising out of
their status as corporate directors, officers, employees, or agents whether or
not the Corporation would have the power to indemnify them against such
liability under the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action, suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that the director's
or officer's acts or omissions (i) constitute a breach of the director's or
officer's duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv) resulted in the
director or officer receiving an improper personal benefit, or (v) were
otherwise of such a character that New Jersey law would require that such
amount(s) be repaid.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
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5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
10(a) Form of 1997 Employee Stock Option Plan (1)
10(b) Form of 1997 Stock Option Plan (1)
10(c) Form of 1997 Stock Option Plan for Non-Employee
Directors (1)
10(d) Form of 1998 Employee Stock Option Plan (1)
10(e) Form of 1999 Employee Stock Purchase Plan (1)
13(a) Annual Report on Form 10-KSB of Community Bank of New
Jersey for the year ended December 31, 1998, as filed
with the Federal Deposit Insurance Corporation
13(b) Quarterly Report on Form 10-QSB of Community Bank of
New Jersey for the quarter ended March 31, 1999, as
filed with the Federal Deposit Insurance Corporation
23(a) Consent of Grant Thornton LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 1, 1999.
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 and 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 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.
(3) To remove from registration by means of 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 Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or 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 the time shall be deemed
to be the initial bona fide offering thereof.
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 has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Freehold, State of New Jersey on January 7, 2000.
By: /s/Robert D. O'Donnell
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ROBERT D O'DONNELL,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
Name Title Date
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/s/Robert D. O'Donnell
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ROBERT D. O'DONNELL President, Chief Executive January 7, 2000
Officer and Director
/s/Michael Bis
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MICHAEL BIS Chief Financial Officer January 7, 2000
(Principal Accounting Officer)
/s/Howard Schoor
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HOWARD SCHOOR Chairman of the Board January 7, 2000
/s/Eli Kramer
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ELI KRAMER Vice Chairman of the Board January 7, 2000
/s/Charles Kaempffer
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CHARLES KAEMPFFER Director January 7, 2000
/s/Morris Kaplan
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MORRIS KAPLAN Director January 7, 2000
/s/Robert M. Kaye
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ROBERT M. KAYE Director January 7, 2000
/s/William J. Mehr
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WILLIAM J. MEHR Director January 7, 2000
/s/Arnold Silverman
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ARNOLD SILVERMAN Director January 7, 2000
/s/Lewis Wetstein
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LEWIS WETSTEIN Director January 7, 2000
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF COMMUNITY BANCORP OF NEW JERSEY
Exhibit
Number Description of Exhibit
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5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
10(a) Form of 1997 Employee Stock Option Plan (1)
10(b) Form of 1997 Stock Option Plan (1)
10(c) Form of 1997 Stock Option Plan for Non-Employee
Directors (1)
10(d) Form of 1998 Employee Stock Option Plan (1)
10(e) Form of 1999 Employee Stock Purchase Plan (1)
13(a) Annual Report on Form 10-KSB of Community Bank of New
Jersey for the year ended December 31, 1998, as filed
with the Federal Deposit Insurance Corporation
13(b) Quarterly Report on Form 10-QSB of Community
Bank of New Jersey for the quarter ended March 31, 1999,
as filed with the Federal Deposit Insurance Corporation
23(a) Consent of Grant Thornton LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 2, 1999.