As filed with the Securities and Exchange Commission on January 21, 2003
Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMUNITY BANCORP OF NEW JERSEY
(Exact name of registrant as specified in its charter)
New Jersey 22-3666589
(State or Jurisdiction of Organization) (IRS Employer Identification No.)
3535 Highway 9 North
Freehold, New Jersey 07728
(732) 863-9000
(Address and telephone number of principal executive offices)
2000 Employee Stock Option Plan
2000 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Robert D. O'Donnell, President and Chief Executive Officer
Community Bancorp of New Jersey
3535 Highway 9 North
Freehold, New Jersey 07728
(732) 863-9000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Amount to be maximum maximum
securities to be registered (1) offering price aggregate Amount of
registered per share (2) offering price registration fee
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Common Stock
No par value 270,597 $18.75 $5,073,694 $467
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(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 2000 Employee Stock Option Plan and 2000
Stock Option Plan for Non-Employee Directors (collectively the "Plans"). This
Registration Statement also relates to such indeterminate number of additional
shares of Common Stock of the Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions, as described in such Plans.
(2) Estimated solely for the purpose of calculating the registration fee.
Last trading price of the Common Stock on the NASDAQ stock exchange on January
8, 2003.
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 to prevent dilution resulting from certain capital changes
affecting the Registrant.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The Registrant 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 Registrant 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 Reports on Form 10-QSB for the quarters
ended March 30, 2002, June 30, 2002 and September 30, 2002; and
(b) the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
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.
Not applicable.
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
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I 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
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INDEMNIFICATION
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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, judgments, 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 Windels Marx Lane & Mittendorf, LLP
3
10(a) Form of 2000 Employee Stock Option Plan (1)
10(b) Form of 2000 Stock Option Plan for Non-Employee Directors (1)
23(a) Consent of Grant Thornton LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP (included in
the Opinion filed as Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibits B and C from the Registrant's
definitive proxy statement on Schedule 14A for the 2000 Annual Meeting of
Shareholders, as filed with the Securities and Exchange Commission on March 28,
2000.
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 21, 2003.
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
/s/Robert D. O'Donnell President, Chief Executive January 21, 2003
- ---------------------- Officer and Director
ROBERT D. O'DONNELL
/s/Michael Bis Chief Financial Officer January 21, 2003
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MICHAEL BIS
/s/Howard Schoor Chairman of the Board January 21, 2003
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HOWARD SCHOOR
/s/Eli Kramer Vice Chairman of the Board January 21, 2003
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ELI KRAMER
/s/Charles Kaempffer Director January 21, 2003
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CHARLES KAEMPFFER
/s/Morris Kaplan Director January 21, 2003
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MORRIS KAPLAN
/s/Robert M. Kaye Director January 21, 2003
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ROBERT M. KAYE
/s/William J. Mehr Director January 21, 2003
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WILLIAM J. MEHR
/s/Arnold Silverman Director January 21, 2003
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ARNOLD SILVERMAN
/s/Lewis Wetstein Director January 21, 2003
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LEWIS WETSTEIN
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EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF COMMUNITY BANCORP OF NEW JERSEY
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Exhibit
Number Description of Exhibit
5 Opinion of Windels Marx Lane & Mittendorf, LLP
10(a) Form of 2000 Employee Stock Option Plan (1)
10(b) Form of 2000 Stock Option Plan for Non-Employee Directors (1)
23(a) Consent of Grant Thornton LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP (included in
the Opinion filed as Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibits B and C from the
Registrant's definitive proxy statement on Schedule 14A for the 2000 Annual
Meeting of Shareholders, as filed with the Securities and Exchange Commission on
March 28, 2000.