SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
Community Bancorp of New Jersey
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: Common
Stock.
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
March 22, 2002
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Community Bancorp of New Jersey to be held on Thursday, April 18, 2002 at 5:00
P.M. at Freehold Gardens Hotel, 50 Gibson Place, Freehold, New Jersey.
At the Annual Meeting, shareholders will be asked to consider and vote
upon:
1. The re-election of three directors to the Company's Board of
Directors; and
2. Such other business as shall properly come before the Annual
Meeting.
The Board of Directors of the Company believes that each of the proposals
being submitted to the shareholders is in the best interests of the Company and
its shareholders and urges you to vote in favor of each of these proposals.
Very truly yours,
/S/ROBERT D. O'DONNELL
----------------------
ROBERT D. O'DONNELL
President and Chief Executive Officer
COMMUNITY BANCORP OF NEW JERSEY
3535 Highway 9
Freehold, New Jersey 07728
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2002
Notice is hereby given that the Annual Meeting of shareholders of Community
Bancorp of New Jersey (the "Company") will be held at Freehold Gardens Hotel, 50
Gibson Place, Freehold, New Jersey on Thursday, April 18, 2002, at 5:00 P.M.,
for the purpose of considering and voting upon the following matters:
1. The election of the three persons named in the accompanying Proxy
Statement to serve as directors of the Company for a three (3)
year term until the 2005 Annual Meeting;
2. Such other business as shall properly come before the Meeting.
Shareholders of record at the close of business on March 15, 2002 are
entitled to notice of and to vote at the Annual Meeting. Whether or not you
contemplate attending the Annual Meeting, it is suggested that the enclosed
proxy be executed and returned to the Company. You may revoke your proxy at any
time prior to the exercise of the proxy by delivering to the Company a later
dated proxy or by delivering a written notice of revocation to the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ROBERT D. O'DONNELL
----------------------
ROBERT D. O'DONNELL
President and Chief Executive Officer
IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY
You are urged to sign and return the enclosed proxy to the Company promptly
in the envelope provided so that there may be sufficient representation at the
Annual Meeting.
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COMMUNITY BANCORP OF NEW JERSEY
3535 Highway 9
Freehold, New Jersey 07728
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 18, 2002
This Proxy Statement is being furnished to shareholders of Community
Bancorp of New Jersey (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of shareholders
to be held on Thursday, April 18, 2002 at 5:00 p.m. at Freehold Gardens Hotel,
50 Gibson Place, Freehold, New Jersey (the "Annual Meeting").
GENERAL PROXY STATEMENT INFORMATION
The first date on which this Proxy Statement and the enclosed form of proxy
are being sent to the shareholders of the Company is on or about March 22, 2002.
Outstanding Securities and Voting Rights
The record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting is March 15, 2002. Only shareholders of record as of
that date will be entitled to notice of, and to vote at, the Annual Meeting.
On the record date 2,014,729 shares of common stock, no par value per
share, were outstanding and eligible to be voted at the Annual Meeting. Each
share of common stock is entitled to one vote.
All shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of management's nominees to the Board of
Directors, unless the shareholder specifies a different choice by means of his
proxy or revokes the proxy prior to the time it is exercised. Should any other
matters properly come before the Annual Meeting, the persons named as proxies
will vote upon such matters according to their discretion unless the shareholder
otherwise specifies in the proxy.
Revocability of Proxies
Any shareholder giving a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting by
sending written notice of revocation or a duly executed proxy bearing a later
date to the Company, 3535 Highway 9, Freehold, New Jersey 07728, Attn: Robert D.
O'Donnell, President. A proxy may be revoked at the Annual Meeting by filing
written notice of such revocation with the Secretary of the Annual Meeting prior
to the voting of such proxy.
Solicitation of Proxies
This proxy solicitation is being made by the Board of Directors of the
Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile by officers, directors and employees of the Company who
will not be specially compensated for such solicitation activities. Arrangements
may be made with brokerage houses and other custodians, nominees and fiduciaries
for forwarding solicitation materials to
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the beneficial owners of shares held of record by such persons and the Company
will reimburse such persons for their reasonable expenses incurred in forwarding
the materials.
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of directors shall not
be less than 5 nor more than 25 and permit the exact number to be determined
from time to time by the Board of Directors. The Board currently consists of 9
members.
It is intended that the proxies solicited by the Board of Directors will be
voted for the three persons named below (unless the shareholder otherwise
directs). If, for any reason, any of the nominees becomes unavailable for
election or service on the Board, the proxy solicited by the Board of Directors
will be voted for such substituted nominee(s) as is (are) selected by the Board
of Directors. The Board has no reason to believe that any of the named nominees
are not available or will not serve if elected.
Each candidate for director has been nominated to serve a three year
term until the 2005 Annual Meeting of the Company and thereafter until
his/her successor shall have been duly elected and shall have qualified.
The names of the nominees for election and certain information about them
are set forth in the following table:
NOMINEES FOR ELECTION AS DIRECTORS AT
2002 ANNUAL MEETING
Name, Age and Principal Occupations Director Term
Position with the Bank During Past Five Years Since Expires
---------------------- ---------------------- ----- -------
Charles P. Kaempffer, CPA, 64 Certified Public Accountant 1997 2002
Vice Chairman of the Board
William J. Mehr, Esq., 61 Senior Partner, Mehr, LaFrance 1997 2002
& Basen, Esq.
(attorneys)
Robert D. O'Donnell, 55 1998 2002
President and Chief Executive Officer President and Chief Executive Officer of the
Company and the Bank; Formerly Senior Executive
Officer of Amboy National Bank for over five (5)
years
Directors Whose Terms Continue Beyond the 2002
Annual Meeting
Name, Age and
Position with the Bank Principal Occupations Director Term
Morris Kaplan, 47 During Past Five Years Since Expires
----------------- ---------------------- ----- -------
1997 2003
President, Kaplan Companies
Eli Kramer, 47 (building and real estate development)
Vice Chairman of the Board
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1997 2003
Lewis Wetstein, M.D., 54 Real Estate Developer
Robert M. Kaye, 65 1997 2003
Cardiothoracic Surgeon
1997 2004
President and owner, the PRC Group (real estate
development and management); also Chairman of
the Board and Chief Executive Officer of
Arnold Silverman, 57 Metropolitan Financial Corp., a thrift holding
company
1997 2004
President, Pavillion Residential LTD
Howard Schoor, 63 (real estate development)
Chairman of the Board
1997 2004
Vice Chairman, D.R. Horton, Inc.--
New Jersey (custom home builder)
No director of the Company is also a director of a company having a
class of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended, or subject to the requirements of Section 15(d) of
such Act or any company registered as an investment company under the
Investment Bank Act of 1940, other than Mr. Robert M. Kaye, who is a
director of Metropolitan Financial Corp., a reporting company under Section
12 of the Securities Exchange Act of 1934 and Mr. Charles P. Kaempffer, who
is a director of Monmouth Capital Corporation, Monmouth Real Estate
Investment Corporation and United Mobile Homes, Inc., all reporting
companies under Section 12 of the Securities Exchange Act of 1934.
Board Meetings; Committees of the Board
During the fiscal year ended December 31, 2001, the Board of Directors
of the Company held five (5) meetings. All Directors attended at least 75%
of Company Board meetings and meetings of committees of the Company's Board
on which such directors served. In addition, the Board of Directors of the
Bank, on which all Directors of the Company serve, met thirteen (13) times
during 2001.
The Company maintains a Human Resources Committee which, among other
activities, sets the compensation for executive officers of the Company and
the Bank. During 2001, the Human Resources Committee consisted of Messrs.
Kaplan, O'Donnell, Schoor and Silverman and met twice.
The full Board acted as a nominating committee in 2001.
The Board of Directors maintained an Audit Committee (the "Audit
Committee") which consisted of Dr. Wetstein and Messrs. Kaempffer, Mehr and
Silverman during the fiscal year ended December 31, 2001. The Audit
Committee arranges for the Company's directors examinations through its
independent certified public accountant, reviews and evaluates the
recommendations of the directors examinations, receives all reports of
examination of the Company and the Bank by regulatory agencies, analyzes
such reports, and reports to the Company's Board the results of its
analysis of the regulatory reports. This Committee also receives reports
directly from the Company's internal auditing department and recommends any
action to be taken in connection therewith. The Audit Committee met six (6)
times in 2001.
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Audit Committee Report
The Audit Committee meets periodically to consider the adequacy of the
Company's financial controls and the objectivity of its financial
reporting. The Audit Committee meets with the Company's independent
auditors and the Company's independent outsourced audit reviewers, both
whom have unrestricted access to the Audit Committee.
All Directors who serve on the Audit Committee are "independent" for
purposes of the NASD listing standards. The Board has adopted a written
charter for the Audit Committee setting for the audit related functions the
Audit Committee is to perform. A copy of the Charter was previously filed
with the SEC with the Proxy Statement for the 2001 Annual Meeting.
In connection with this year's financial statements, the Audit
Committee has reviewed and discussed the Company's audited financial
statements with the Company's officers and Grant Thorton, LLP, our
independent auditors. We have discussed with Grant Thornton, LLP, the
matters required to be discussed by Statement on Auditing Standards 61
(Communication with Audit Committees). We also have received the written
disclosures and letters from Grant Thornton, LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and have discussed with representatives of Grant Thornton
their independence.
Based on these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on form 10-KSB for the fiscal
year 2001 for filing with the U.S. Securities and Exchange Commission.
Dr. Lewis Wetstein
Charles P. Kaempffer
William J. Mehr, Esq.
Arnold Silverman
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STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth, as of February 28, 2002, certain
information concerning the ownership of shares of the common stock by (i)
each person who is known by us to own beneficially more than five percent
(5%) of the issued and outstanding common stock, (ii) each director of the
Company, (iii) each named executive officer described in the section of
this Proxy Statement captioned "Executive Compensation," and (iv) all
directors and executive officers as a group. Except as otherwise indicated,
each individual named has sole investment and voting power with respect to
the securities shown.
Number of Shares Percent of
Name of Directors and Executive Officers Beneficially Owned(1) Class
---------------------------------------- --------------------- -----
Charles P. Kaempffer, CPA, Vice Chairman
of the Board 46,404 (2) 2.28%
Morris Kaplan 59,079 (3) 2.91%
Robert M. Kaye 29,966 (4) 1.48%
Eli Kramer, Vice Chairman of the Board 92,377 (5) 4.52%
William J. Mehr 42,805(6) 2.10%
Robert D. O'Donnell, President and CEO 68,297 (7) 3.29%
Howard Schoor, Chairman of the Board 149,490 (8) 7.31%
Arnold Silverman 64,274 (9) 3.15%
Lewis Wetstein, M.D. 95,924 (10) 4.72%
James Kinghorn, Executive Vice President 9,710 (11) 0.48%
Robert Babin, Senior Vice President 5,361 (12) 0.27%
All Directors and Executive Officers as
Group (12 persons) 665,830 29.43%
(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or by
relatives sharing the same home, (ii) by entities owned or controlled by
the named person, and (iii) by other persons if the named person has the
right to acquire such shares within 60 days by the exercise of any right or
option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.
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(2) Includes 2,271 shares held by a benefit plan of which Mr. Kaempffer is the
beneficiary, 8,516shares held by his spouse, and 23,581 shares purchasable
upon the exercise of stock options which may be exercised within sixty (60)
days.
(3) Includes 2,000 shares held jointly with Mr. Kaplan's son, and 15,632 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.
(4) Includes 15,064 shares purchasable upon the exercise of stock options which
may be exercised within sixty (60) days.
(5) Includes 20,645 shares held by trusts of which Mr. Kramer is trustee for
the benefit of his children, 31,774 shares held by a pension plan for the
benefit of Mr. Kramer, 11,708 shares held by Mr. Kramer's spouse, and
28,024 shares purchasable upon the exercise of stock options which may be
exercised within sixty (60) days.
(6) Includes 10,559 shares held by Mr. Mehr's spouse (deceased), 1,958 shares
held in self directed IRAs for Mr. Mehr, and 20,174 shares purchasable upon
the exercise of stock options which may be exercised within sixty (60)
days.
(7) Includes 63,526 shares purchasable upon exercise of stock options which may
be exercised within sixty (60) days.
(8) Includes 3,066 shares owned by Mr. Schoor's spouse and 29,159 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.
(9) Includes 17,033 shares held in a self-directed IRA account for Mr.
Silverman's benefit, 20,388 shares held in trusts for the benefit of Mr.
Silverman's spouse and children, 1,703 shares held in an IRA for Mr.
Silverman's spouse and 23,481 shares purchasable upon the exercise of stock
options which may be exercised within sixty (60) days.
(10) Includes 137 shares held jointly with Dr. Wetstein's son and 16,768 shares
purchasable upon the exercise of stock options which may be exercised
within sixty (60) days.
(11) Includes 2,900 shares held in a self-directed IRA account for Mr.
Kinghorn's benefit and 4,710 shares purchasable upon the exercise of stock
options which may be exercised within sixty (60) days.
(12) Includes 5,360 shares purchasable upon the exercise of stock options which
may be exercised within sixty (60) days.
Compensation of the Board of Directors
Directors of the Company are not paid a cash retainer or meeting fees in
connection with their service on the Board of Directors of the Company. With
regard to service on the Board of Directors of the Bank, the Bank has
established a Director Deferred Compensation Plan pursuant to which the
consideration each Director would have received for service on the Board of
Directors of the Bank is paid into a trust and deferred until the time such
Director reaches their stated retirement age from the Board. At that time, the
deferred Director's fees, and all earnings on such fees, will be paid out to the
Director over a ten year period. In the event in a change in control of the
Company, each Director will be treated as if they have contributed the greater
of five (5) years worth of Director fees into the plan or their actual
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contribution to the Plan. For the year ended 2001, each Bank Director who was
not a full time employee of the Bank was credited with $7,200 in fees paid into
the plan. In addition, members of the Board of Directors participate in the 1997
Stock Option Plan for Non-Employee Directors, the 1997 Stock Option Plan and the
2000 Stock Option Plan. Pursuant to these Plans, members of the Board of
Directors have received stock options to purchase shares of our common stock,
although no grants were issued in 2001.
Executive Compensation
The following table sets forth a summary of the cash and non-cash
compensation awarded to, earned by, or paid to, the Chief Executive Officer of
the Company for each of the last three fiscal years and the other executive
officers of the Company whose cash remuneration exceeds $100,000.
SUMMARY COMPENSATION TABLE
Cash and Cash Equivalent
Forms of Remuneration
Long Term
Compensation
Securities
Name and Principal Position Annual Annual Other Annual Underlying
- ---------------------------- Year Salary Bonus(2) Compen-sation Options
---- ------ -------- -------------- ---------
Robert D. O'Donnell, 2001 $193,266 $75,570 (1) 1,500
- --------------------
President and Chief Executive 2000 $196,636 $57,600 (1) 11,550
Office 1999 $151,008 $25,350 (1) --
James Kinghorn,
Executive Vice President 2001 $120,970 $35,000 (1) 1,500
and Senior Lending Officer 2000 $105,695 $25,000 (1) 10,500
Robert Babin
Senior Vice President 2001 $92,098 $17,500 (1) 1,250
and Chief Information Officer 2000 $87,119 $10,000 (1) --
1999 $74,770 $3,500 (1) 8,516
(1) Other annual compensation includes expenses incurred for the use of an
automobile. The Company believes the value of the personal use of such
vehicle was less than 10% of the salary and bonus of each respective
officer.
(2) Bonuses were earned in the years disclosed, although they may have been
paid in subsequent years.
On May 8, 1998, the Company retained Mr. Robert D. O'Donnell as President
and Chief Executive Officer at an original base salary of $151,000. Mr.
O'Donnell is also entitled to receive an annual increase of at least 10%,
provided that the Company has met certain performance targets. Mr. O'Donnell
will also be entitled to an annual cash bonus in an amount equal to 5% of our
after tax net profit. If Mr. O'Donnell is terminated for any reason other than
for "cause", he is entitled to continue to receive his then current base salary
and bonus for the next twenty-four (24) months. In the event of a change in
control of the Company, Mr. O'Donnell is entitled to twice his then current base
salary and
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bonus, payable at the option of Mr. O'Donnell either in a lump sum,
or over a period of twenty-four (24) months.
STOCK OPTION PLANS
During 1997, the Bank's Board of Directors approved the 1997 Stock Option
Plan, the 1997 Employee Stock Option Plan and the 1997 Option Plan for
Non-Employee Directors. Under the 1997 Stock Option Plan, directors of the Bank,
including employees who are directors of the Bank, may be granted non-qualified
or incentive stock options. The 1997 Stock Option Plan provides for the grant of
options to purchase up to 66,998 shares of common stock. Pursuant to the terms
of the 1997 Stock Option Plan, options which qualify as incentive stock options
under the Internal Revenue Code of 1986, must be granted at an exercise price of
no less than 100% of the then current fair market value of the common stock and
options which are non-statutory options may be granted at an exercise price to
be determined by the Board of Directors at the time of grant, but no less than
85% of the then fair market value of the common stock.
The 1997 Employee Stock Option Plan permits grants of options to purchase
up to 56,778 shares of common stock. Under the 1997 Employee Stock Option Plan,
grants may either be incentive stock options or non-qualified options. The 1997
Employee Stock Option Plan is administered by the Board of Directors, which has
the authority to determine the officers and employees of the Bank who will
receive options, whether the options will be incentive stock options or
non-qualified options and, subject to the terms of the Plan, the exercise price
for the options. Under the Plan, incentive stock options must have an exercise
price of no less than 100% of the fair market value of the common stock on the
date of grant, and non-qualified options may have an exercise price to be
determined by the Board of Directors at grant, but no less than 85% of the fair
market value of the common stock on the date of grant.
The 1997 Stock Option Plan for Non-Employee Directors permits grants of
options to purchase up to 51,100 shares of common stock. Under the 1997 Stock
Option Plan for Non-Employee Directors, each director who is not an employee of
the Company, upon the adoption of the Plan or when first appointed or elected a
member of the Board, shall receive a grant of non-qualified options under
Section 422 of the Internal Revenue Code of 1986 to purchase 5,000 shares of the
Company's common stock. The exercise price of the options will be the greater of
$11.00 per share or 100 % of the fair market value of the common stock on the
date of grant, whichever is greater.
In May, 1998, the Board of Directors of the Bank adopted the 1998 Stock
Option Plan pursuant to which options may be granted to employees of the Bank.
The 1998 Stock Option Plan provides for the granting of options to purchase up
to 56,778 shares of common stock. The terms of the 1998 Stock Option Plan are
substantially similar to the terms of the 1997 Employee Stock Option Plan.
In January, 2000, the Board of Directors of the Company adopted the 2000
Employee Stock Option Plan pursuant to which options may be granted to employees
of the Company. The 2000 Employee Stock Option Plan provides for the granting of
options to purchase up to 77,175 shares of common stock. The terms of the 2000
Employee Stock Option Plan are substantially similar to the terms of the 1997
Employee Stock Option Plan.
In January, 2000, the Board of Directors of the Company also adopted the
2000 Stock Option Plan for Non-Employee Directors pursuant to which options may
be granted to directors who are not employees of the Company. The 2000 Stock
Option Plan for Non-Employee Directors provides for the granting of options to
purchase up to 93,712 shares of common stock. Under the 2000 Stock Option Plan
for Non-Employee Directors, the exercise price for the purchase of shares under
the options is no less than 105% of the fair market value of the shares on the
date of the grant.
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The following table sets forth information regarding stock option grants to
the individuals named in the table above during 2001.
Number of
Securities
Underlying Exercise or
Options/SARS % of Total Base Price
Name Granted (#)(1) Options/SARS ($/Share) Expiration Date
- ---- -------------- ------------ --------- ---------------
Robert D. O'Donnell,
President and Chief
Executive Office 1,500 11.63 16.30 7/1/2011
James Kinghorn, 1,500 11.63 16.30 7/1/2011
Executive Vice President
and Senior Lending Officer
Robert Babin, 1,250 9.69% 16.30 7/1/2011
Senior Vice President
and Chief Information Officer
(1) As of December 31, 2001, 20% of these options were immediately exercisable.
These options vest ratably over four years, commencing on the date of
grant.
(2) The present value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions: dividend yield of 0%, expected volatility of 25%, risk
free interest rate of 5.65%, and an expected life of five (5) years.
The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officers of the Company named
in this Proxy Statement under the caption "Executive Compensation". No stock
options were exercised by such executive officers during 2001.
Value of Unexercised In-the-Money
Number of Securities Underlying Options at FY-End (1)
Unexercised Options at FY-End (#) (based on $ 16.10 per share)
Exercisable/Unexercisable Exercisable/Unexercisable (1)
------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
41,331 $125,810 $91,154
Robert D. O'Donnell 57,462
James A. Kinghorn 2,505 10,020 9,250 37,000
Robert Babin 3,656 6,110 7,445 11,170
(1) Market value of the underlying securities at year end (based upon the
closing price on the NASDAQ National Market) minus the exercise price per
share. Options vest and become exercisable over various periods not
exceeding five years and are subject to acceleration in certain
circumstances.
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Certain Transactions with Management
We have in the past and expect to continue in the future to undertake
banking transactions with our directors, executive officers and their associates
(i.e., corporations or organizations for which they serve as officers or
directors or in which they have beneficial ownership interests of ten percent or
more).
Required Vote
Directors will be elected by a plurality of the votes cast at the Annual
Meeting whether in person or by proxy.
Recommendation
The Board of Directors unanimously recommends a vote in favor of its
nominees for Director.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
2001 were Grant Thornton, LLP. The Company's Board of Directors has appointed
Grant Thornton, LLP to continue as independent auditors for the Bank and the
Company for the year ending December 31, 2002. Grant Thornton, LLP has advised
the Company that one or more of its representatives will be present at the
Annual Meeting to make a statement if they so desire and to respond to
appropriate questions.
Audit Fees
The Company was billed the aggregate amount of $56,625 for fiscal year 2001
for professional services rendered by Grant Thornton, LLP for audit of the
Company's annual financial statements for 2001 and review of the financial
statements included in the Company's forms 10-QSB during 2001. As disclosed
below, the Company has not retained Grant Thornton, LLP to provide non-audit
services during 2001.
Financial Information System Design and Implemental Fees
The Company was not billed any amount for professional services related to
Financial Information System Design and Implementation by Grant Thornton, LLP
during 2001.
All Other Fees
Other than the fees set forth above under Audit Fees, the Company was not
billed for any services by Grant Thornton, LLP for fiscal year 2001.
COMPLIANCE WITH SECTION 16(a)
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OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they file.
The Company believes that all other persons subject to Section 16(a) have
made all required filings for the fiscal year ended December 31, 2000.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be included in the Company's 2003 proxy
material must be received by the Secretary of the Company no later than November
15, 2002.
At the 2002 annual meeting of stockholders or special meeting in lieu
thereof, the persons named as proxies in the Company's proxy for the meeting may
vote the proxy in their discretion on any proposal received by the Company after
November 15, 2001.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
Shareholders are urged to sign the enclosed proxy, which is solicited on
behalf of the Board of Directors, and return it in the enclosed envelope.
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