As filed with the Securities and Exchange Commission on October 31, 2002
Registration No. 333 - _______
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________
MONMOUTH COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
New Jersey 22-3757709
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
627 Second Avenue
Long Branch, New Jersey 07740
(Address, including zip code, of registrant's Principal Executive Offices)
_____________________________
MONMOUTH COMMUNITY BANCORP STOCK OPTION PLAN
(Full title of the plan)
_____________________________
JAMES S. VACCARO
Chairman and Chief Executive Officer
Monmouth Community Bancorp
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
(Name, address and telephone number, including area code, of agent for service)
_____________________________
Copies to:
PAUL T. COLELLA, ESQ.
Giordano, Halleran & Ciesla
A Professional Corporation
P.O. Box 190
125 Half Mile Road
Middletown, New Jersey 07748
(732) 741-3900
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
Common Stock,
$0.01 par value, of Monmouth
Community Bancorp 551,250 $14.53 $8,009,663 $737
Options to purchase
Common Stock, $0.01 par value, of
Monmouth Community Bancorp 551,250 --- --- ---
TOTAL REGISTRATION FEE $737
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also covers such
additional indeterminate numbers of shares as may become issuable pursuant
to anti-dilution provisions of the Monmouth Community Bancorp Stock Option
Plan (the "Plan") to adjust for the occurrence of certain corporate
transactions or events, including, without limitation, a stock split or
stock dividend.
(2) Estimated in accordance with Rule 457(h) under the Securities Act , solely
for purposes of calculating the registration fee and based upon the average
of the bid and asked price as of October 29, 2002.
EXPLANATORY NOTE
This registration statement contains two parts. The first part contains
"Information Required in the Section 10(a) Prospectus," prepared in accordance
with the requirements of Part I of Form S-8, which covers options granted by
Monmouth Community Bancorp (the "Company" or "Registrant") to certain employees
of the Company under the Plan, as well as shares of common stock, par value
$0.01 per share, of the Registrant which may be issued upon exercise of the
options granted. The second part contains "Information Required in the
Registration Statement" prepared in accordance with Part II of Form S-8. Such
information, along with the documents incorporated by reference into this
registration statement pursuant to Item 3 of Part II hereof, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
ii
PROSPECTUS
551,250 SHARES OF COMMON STOCK OF
MONMOUTH COMMUNITY BANCORP
OCTOBER 31, 2002
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
(a) General Plan Information.
(1) Monmouth Community Bancorp (the "Company" or "Registrant") is
hereby registering 551,250 shares of its common stock, par value $0.01 per share
("Common Stock"), as well as options to purchase these shares of Common Stock,
which options are available for grant to our employees and directors under the
Monmouth Community Bancorp Stock Option Plan (the "Plan").
(2) The purposes of the Plan are to enhance the Company's ability to
attract and retain key employees and directors, to reward employees and
directors for their contributions to the Company, and to encourage our employees
and directors to take into account the Company's long-term interests, through
awards of options to purchase shares of our Common Stock. The Plan became
effective on August 1, 2000, and will terminate on July 31, 2010, unless earlier
terminated by the Company's Board of Directors (the "Board of Directors" or
"Board"). The Board may amend, suspend or terminate the Plan, except that no
action may, without the consent of a participant, alter or impair any award
previously granted to the participant under the Plan.
(3) The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974, as amended.
(4) The Plan may be administered by the Board of Directors or a
committee of the Board, as may be determined by the Board in its discretion (the
"Administrator"). The Administrator has exclusive power to interpret the Plan
and to make all of the determinations necessary for the management of the Plan.
The Administrator determines the recipients of Plan awards, the times at which
awards will be made, the size and types of awards to be made, and the terms,
conditions, limitations and restrictions applicable to the awards granted. The
Administrator has the authority to make amendments to any terms and conditions
applicable to outstanding awards consistent with the Plan; provided that, except
for adjustments for stock dividends, spin-offs, split-ups, recapitalizations,
mergers, consolidations, business combinations or exchanges of shares and the
like, no such action will modify an award in a manner adverse to a participant
without the participant's consent, unless such modification is provided for or
contemplated in the terms of the award.
Plan participants may obtain additional information about the Plan and the
Administrator by contacting the Chief Executive Officer of Monmouth Community
Bancorp, 627 Second Avenue, Long Branch, New Jersey 07740, at (732) 571-1300.
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(b) Securities to be Offered.
(1) The aggregate number of shares of Common Stock reserved for
issuance pursuant to awards granted under the Plan was five hundred thousand
(500,000), which amount has increased to five hundred fifty-one thousand, two
hundred and fifty (551,250) shares by virtue of stock dividends declared since
the Plan was adopted by the Company's shareholders. The number of shares
available for issuance under the Plan remains subject to further adjustment for
dividends, spin-offs, split-ups, recapitalizations, mergers, consolidations,
business combinations or exchanges of shares and the like.
(2) Not applicable.
(c) Employees Who May Participate In the Plan.
Employees and directors of the Company and its subsidiaries are
eligible to participate in the Plan. The Plan's Administrator is responsible for
identifying recipients of awards under the Plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered.
(1) Options to be granted as awards under the Plan entitle the
participant to purchase a specified number of shares of Common Stock at a
specified exercise price. ISOs, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and nonqualified options may be
granted under the Plan; provided, however, that ISOs may be granted only to
employees and not to directors. The exercise price of each option shall be equal
to the "Fair Market Value" (as defined below) of the Common Stock on the date
the award is granted to the participant; provided, however, that: (i) in the
Administrator's discretion, the exercise price of a nonqualified option may be
less than the Fair Market Value of the Common Stock on the date of grant; and
(ii) with respect to a participant who owns ten percent (10%) or more of the
total combined voting power of all classes of stock of the Company, the exercise
price of an ISO granted to such participant shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of the Common Stock on the date
the ISO is granted.
The Fair Market Value of one share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(A) If the Common Stock is at the time listed on any stock exchange or
similar institution, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question on the
stock exchange or similar institution determined by the Administrator
to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such
exchange or similar institution. If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date
for which such quotation exists.
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(B) If the Common Stock is not at the time listed on any stock
exchange or similar institution, but is traded on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ") OTC Bulletin Board, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in
question, as such price is reported by the National Association of
Securities Dealers on the NASDAQ OTC Bulletin Board or any successor
system. If there is no closing selling price of the Common Stock on
the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.
(C) If the Common Stock is at the time publicly traded, but is not
listed on any stock exchange or similar institution or traded on the
NASDAQ OTC Bulletin Board, then the Fair Market Value of the Common
Stock shall be the closing price of the Common Stock as of the day in
question (or, if such day is not a trading day in the principal
securities market or markets for the Common Stock, on the nearest
preceding trading day), as reported with respect to the market (or the
composite of markets, if more than one) in which shares of the Common
Stock are then traded, or, if no such closing prices are reported, on
the basis of the mean between the high bid and low asked prices that
day on the principal market or quotation system on which shares of
Common Stock are then quoted, or, if not so quoted, as furnished by a
professional securities dealer making a market in the Common Stock.
The term of each option granted to a participant pursuant to an award shall
be determined by the Administrator; provided, however, that in no case shall an
option be exercisable more than ten (10) years (five (5) years in the case of an
ISO granted to a ten-percent (10%) shareholder as described above) from the date
of the award. Except as otherwise provided by the Plan, options granted pursuant
to an award will become exercisable at such time or times, and subject to such
conditions, as the Administrator may specify at the time of the award. The
options may be subject to such restrictions, conditions and forfeiture
provisions as the Administrator may determine, including, but not limited to,
restrictions on transfer, continuous service with the Company or any of its
subsidiaries, achievement of business objectives, and individual and Company
performance. To the extent exercisable, an option may be exercised either in
whole at any time or in part from time to time. With respect to an ISO granted
to a participant, the Fair Market Value of the shares of Common Stock on the
date of grant which are exercisable for the first time by a participant during
any calendar year shall not exceed $100,000.
No fractional shares of Common Stock will be delivered pursuant to awards
granted under the Plan and the Administrator shall determine the manner in which
fractional share value will be treated. If any award is cancelled or terminates
without having been exercised in full, the number of shares of Common Stock as
to which such award was not exercised will be available for future awards of
Common Stock under the Plan.
(2) Full payment for shares of Common Stock being purchased by a
participant upon the exercise of an option will be made at the time of the
exercise of the option, in whole or in part. Payment of the purchase price will
be made in cash or in such other form of consideration as the Administrator may
permit.
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(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(6) The shares of Common Stock delivered under the Plan upon exercise
of options will be authorized but unissued shares of Common Stock. They will be
purchased directly from the Company.
(e) Resale Restrictions.
Restrictions on resales of securities purchased pursuant to the
exercise of options may apply to certain participants who are deemed to be
"insiders" of the Registrant for purposes of federal securities laws. Those
restrictions may impose limitations on the amount of shares which may be resold
within a given time period. In addition, we will not be obligated to deliver any
shares of Common Stock pursuant to the Plan or to remove any restrictions or
legends from shares of Common Stock previously delivered under the Plan until
(i) in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (ii) all other legal matters
in connection with the issuance and delivery of such shares of Common Stock have
been approved by our counsel.
(f) Tax Effects of Plan Participation.
Based on current federal tax law, a participant who is granted an ISO
will not recognize taxable income either at the time the option is granted or
upon its exercise, although the exercise may subject the participant to the
alternative minimum tax. Upon the sale or exchange of the shares more than two
years after grant of the ISO and one year after exercise of the option, any gain
or loss will be treated as long-term capital gain or loss. If these holding
periods are not satisfied, the participant will recognize ordinary income at the
time of sale or exchange equal to the difference between the exercise price and
the lower of (i) the Fair Market Value of the shares at the date of the option
exercise or (ii) the sale price of the shares. Any gain recognized on such
premature disposition of the shares in excess of the amount treated as ordinary
income will be characterized as long-term or short-term capital gain, depending
on the holding period. The Company will be entitled to a deduction in the same
amount as the ordinary income recognized by the participant.
A participant who is granted a nonqualified option will not recognize
any taxable income at the time of the grant. However, upon the exercise of a
nonqualified option, the participant will recognize taxable income generally
measured as the excess of the then Fair Market Value of the shares purchased
over the purchase price. The Company will be entitled to a tax deduction for any
taxable income recognized in connection with a nonqualified option exercised by
a participant who is also an employee of the Company in the same amount as the
ordinary income recognized by the participant. Upon disposition of such shares
by the participant, any difference between the sales price and the participant's
purchase price, to the extent not recognized as taxable income as described
above, will be treated as long-term or short-term capital gain or loss,
depending on the holding period.
5
The Company will have the right to deduct from any compensatory payment
due the participant all taxes that are required to be withheld and to condition
the obligation to deliver shares of Common Stock under the Plan upon the
participant's payment to the Company such amount as the Company may request to
satisfy any liability for applicable withholding taxes. The Code limits the
Company's deduction for compensation paid to or accrued for the Company's Chief
Executive Officer and certain other officers to $1,000,000 per annum for each
officer. Certain types of compensation which qualify as performance-based
compensation are not subject to the $1,000,000 limit on deductibility. Any
awards granted for no consideration, or granted for consideration which has a
value which is less than the Fair Market Value of the shares of Common Stock
pursuant to such awards on the date of grant, will not qualify as
performance-based compensation, and, therefore, will not be exempt from the
$1,000,000 deduction limit.
The Plan is not a qualified plan under Section 401(a) of the Code.
(g) Investment of Funds.
Not applicable.
(h) Withdrawal from the Plan; Assignment of Interest.
Participants in the Plan do not withdraw from the Plan except to the
extent that they are no longer eligible to participate, as discussed below. No
award may be assigned, pledged or transferred, other than by will or the laws of
descent and distribution, and an award will be exercisable only by the
participant, or in the event of the death or Disability (as defined below) of a
participant, by the participant's legal representative. If an option is
exercised by a participant's legal representative, the Company will be under no
obligation to deliver shares of Common Stock pursuant to such exercise until we
are satisfied as to the authority of such representative.
(i) Forfeitures and Penalties.
Upon a participant's termination of service with the Company, any
outstanding option shall be subject to the terms and conditions set forth below,
unless otherwise determined by the Administrator in its sole discretion:
(1) In the event a participant's employment with the Company
terminates for any reason, including retirement, the unvested portion
of each option granted to the participant shall terminate without any
consideration upon the date of such termination of employment. With
the exception set forth in subsection (4) below, the vested portion of
each Option granted to the participant shall terminate thirty (30)
days after the date the participant's employment is terminated, to the
extent not exercised during that thirty (30) day period.
(2) In the event a participant's employment with or service to
the Company terminates by reason of the participant's death or
Disability, such participant, or his or her personal representative,
may exercise all vested options until the earlier to occur of (A) the
expiration of the period thirty (30) days after
6
the date of such death or Disability or (B) the date on which such
option would lapse; provided, further, that the Administrator may
extend the termination date of the option for up to ninety (90) days
from the date it would otherwise terminate. In addition, as of the
date of death or Disability, any remaining unvested options or part
thereof, shall be forfeited to the Company without any consideration.
For purposes of the Plan, a participant shall suffer a "Disability" if
(A) he or she is unable to perform the functions, duties and
responsibilities which he or she had been performing for the Company
for a period of six (6) consecutive months due to physical or mental
reasons, (B) it is determined by a licensed physician acceptable to
the Company that it is likely such inability will continue after the
conclusion of the six (6) month period, and (C) as a result of such
physical or mental ailment, the participant's employment with the
Company shall cease.
(3) In the event a participant who is not an employee ceases to
serve as a director of the Company for any reason, the unvested
portion of each option granted to the participant shall terminate
without any consideration upon the date of such cessation. With the
exception set forth in subsection (4) below, the vested portion of
each option granted to the participant shall terminate thirty (30)
days after the date the participant's service on the Board ceases, to
the extent not exercised during that thirty (30) day period.
(4) In the event a participant's employment with or service to
the Company terminates for Misconduct (as defined below), the vested
and unvested portion of each option granted to the participant shall
terminate without any consideration upon the date of such termination.
For purposes of the Plan, "Misconduct" by a participant shall mean the
commission of any act of fraud, embezzlement or dishonesty by the
participant, any unauthorized use or disclosure by the participant of
confidential information or trade secrets of the Company (or any
parent, subsidiary or affiliate thereof), or any other intentional
misconduct by the participant adversely affecting the business affairs
of the Company (or any parent, subsidiary or affiliate thereof) in a
material manner. The foregoing definition shall not be deemed to be
inclusive of all of the acts or omissions which the Company (or any
parent, subsidiary or affiliate thereof) may consider as grounds for
the dismissal or discharge of a participant or any other individual in
the service of the Company (or any parent, subsidiary or affiliate
thereof).
(j) Charges and Deductions and Liens Therefor.
Not applicable.
7
Item 2. Registrant Information and Employee Plan Annual Information.
We "incorporate by reference" information that we file with the
Securities and Exchange Commission (the "Commission"), which means that we can
disclose important information to you by referring you to documents filed with
the Commission that contain such information. The information incorporated by
reference is an important part of this prospectus and more recent information
automatically updates and supersedes more dated information contained or
incorporated by reference in this prospectus. Our Commission file number is
0-27428.
We have previously filed the following documents with the Commission
and incorporated them by reference into this prospectus:
(a) the Company's Prospectus dated July 23, 2002, filed pursuant to
Rule 424(b) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) the Company's First Supplement to Prospectus dated October 15,
2002, filed pursuant to Rule 424(b) of the Exchange Act;
(c) the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002;
(d) the Company's Current Report on Form 8-K dated September 30, 2002;
and
(e) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since July 23, 2002.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and a part of this prospectus from the date such
documents are filed.
We will provide without charge to each person, including any Plan
participant, to whom a copy of this prospectus has been delivered, upon the
written or oral request of such person, a copy of any or all documents referred
to above which have been or may be incorporated by reference (not including
exhibits to such incorporated information that are not specifically incorporated
by reference into such information) in Item 3 of Part II of the Company's
registration statement on Form S-8 and in this prospectus. Request for such
copies should be directed to us at the following mailing address: 627 Second
Avenue, Long Branch, New Jersey 07740, Attention: Chief Executive Officer,
telephone number: (732) 571-1300.
8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Monmouth Community Bancorp (the
"Company" or "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this registration
statement as of their respective dates:
(a) the Company's Prospectus dated July 23, 2002, filed pursuant to
Rule 424(b) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) the Company's First supplement to Prospectus dated October 15,
2002, filed pursuant to Rule 424(b) of the Exchange Act;
(c) the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002;
(d) the Company's Current Report on Form 8-K dated September 30, 2002;
and
(e) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since July 23, 2002.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all of the
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $0.01 per share ("Common Stock"). Each share of Common Stock entitles
the holder thereof to one vote on all matters submitted to the shareholders.
Since the Common Stock does not have cumulative voting rights, it is possible
that holders of more than 50% of the outstanding shares could elect all of the
directors and holders of the remaining shares could not elect any directors. The
shares are not subject to redemption, and holders of shares of Common Stock have
no preemptive rights. In the event of liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to receive, on a pro rata
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 priority rights upon liquidation.
Holders of Common Stock are entitled to receive dividends out of funds
legally available therefor when, as and if declared by the Board of Directors of
the Company, subject to the restrictions imposed by the Bank Holding Company Act
of 1956. The Bank Holding Company Act of 1956 restricts dividend payments except
if net income available to shareholders fully
II-1
funds the proposed dividends, and the expected rate of earnings retention is
consistent with capital needs, asset quality and overall financial condition.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 14A:2-7 of the New Jersey Business Corporation Act permits a
corporation organized under the laws of the State of New Jersey to limit in the
corporation's certificate of incorporation the personal liability of the
corporation's directors and officers to the corporation and its shareholders.
The Company has limited in its Certificate of Incorporation the personal
liability of its directors and officers to the Company and its shareholders to
the extent permitted by Section 14A:2-7 of the New Jersey Business Corporation
Act. The Company's Certificate of Incorporation specifically provides that a
director or officer of the Company shall have no personal liability to the
Company or its shareholders for damages for a breach of fiduciary duty, provided
that liability shall not be eliminated for breaches of the duty of loyalty to
the Company and its shareholders, for acts or omissions not in good faith or
which involve a knowing violation of law, or for any transactions from which the
director or officer derived an improper personal benefit.
Section 14A:3-5 of the New Jersey Business Corporation Act permits a
corporation organized under the laws of the State of New Jersey to indemnify
corporate agents, including directors and officers, against expenses and
liabilities incurred in connection with proceedings brought against any such
person in his or her capacity as an agent of the corporation. In order to be
eligible for indemnification, the corporate agent must have acted in good faith
and with the belief that his or her actions were consistent with the best
interests of the corporation, and in the case of criminal proceedings, the agent
must have acted without reason to believe that his or her actions were unlawful.
Prior to any final determination against the corporate agent, the corporation
may advance funds to pay for the agent's expenses, provided that the agent
agrees to repay the funds if it is ultimately determined that the agent is not
entitled to indemnification. The Company's By-laws expressly authorize us to
provide this indemnification to our directors and officers.
The Company's By-laws also permit us to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the Company's request as a director,
officer, employee or agent of another entity, against any liability asserted
against or incurred by such person, in any such capacity or arising from his or
her status as such, whether or not the Company would have the power to indemnify
the person against such liability under the By-laws. In that connection, the
Company maintains a liability insurance policy providing coverage for the
directors and officers of the Company and its subsidiary, Monmouth Community
Bank, in an amount up to an aggregate limit of $5,000,000 for any single
occurrence.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4. Monmouth Community Bancorp Stock Option Plan.
5. Opinion of Giordano, Halleran & Ciesla, a Professional
Corporation, including consent of such counsel.
23.01 Consent of KPMG LLP.
23.02 Consent of Giordano, Halleran & Ciesla, a Professional
Corporation (filed with Exhibit 5).
24. Powers of Attorney of officers and directors of Monmouth
Community Bancorp (included in the signature pages to this
registration statement).
Item 9. Undertakings.
The Company 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, as
amended (the "Securities Act"); (ii) to reflect in such 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, represents a fundamental change in the information set forth in the
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 (i) and (ii) herein do not apply if the
information required to be included in a post-effective amendment by such
provisions is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(4) That, for purpose of determining any liability under the Securities
Act, each filing of the Company'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
II-3
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.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of 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
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Long Branch, State of New Jersey, on the 31st
day of October, 2002.
MONMOUTH COMMUNITY BANCORP
(Registrant)
By: /s/ James S. Vaccaro
------------------------------------
James S. Vaccaro
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James S. Vaccaro and Anthony Giordano,
III and each of them, his true and lawful attorney-in-fact and agent 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
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 they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ James S. Vaccaro Chairman of the Board of Directors and October 31, 2002
- ---------------------------- Chief Executive Officer (Principal
James S. Vaccaro Executive Officer)
/s/ Anthony Giordano, III Senior Vice President (Principal Financial October 31, 2002
- ---------------------------- and Accounting Officer)
Anthony Giordano, III
/s/ Richard O. Lindsey President and Director October 31, 2002
- ----------------------------
Richard O. Lindsey
/s/ John A. Brockriede Director October 31, 2002
- ----------------------------
John A. Brockriede
II-5
Signatures Title Date
---------- ----- ----
/s/ James G. Aaron Director October 31, 2002
- ----------------------------
James G. Aaron
/s/ Mark R. Aikins Director October 31, 2002
- ----------------------------
Mark R. Aikins
/s/ Nicholas A. Alexander Director October 31, 2002
- ----------------------------
Nicholas A. Alexander
/s/ Solomon Dwek Director October 31, 2002
- ----------------------------
Solomon Dwek
/s/ John F. McCann Director October 31, 2002
- ----------------------------
John F. McCann
/s/ Harold M. Miller, Jr. Director October 31, 2002
- ----------------------------
Harold M. Miller, Jr.
/s/ Carmen M. Penta Director October 31, 2002
- ----------------------------
Carmen M. Penta
/s/ Mark G. Solow Director October 31, 2002
- ----------------------------
Mark G. Solow
II-6
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MONMOUTH COMMUNITY BANCORP
(Exact name of registrant as
specified in its charter)
- --------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4. Monmouth Community Bancorp Stock Option Plan.
5. Opinion of Giordano, Halleran & Ciesla, a Professional
Corporation, including consent of such counsel.
23.01 Consent of KPMG LLP.
23.02 Consent of Giordano, Halleran & Ciesla, a Professional
Corporation (filed with Exhibit 5).
24. Powers of Attorney of officers and directors of Monmouth
Community Bancorp (included in the signature pages to the
registration statement).