As filed with the Securities and Exchange Commission on May 29, 2003.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Synergy Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
United States 22-3798677
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 North Avenue East
Cranford, New Jersey 07016
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(Address of principal executive offices)
Synergy Financial Group, Inc.
Employees' Savings & Profit Sharing Plan and Trust
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(Full Title of the Plan)
Ralph A. Fernandez
Chief Financial Officer
310 North Avenue East
Cranford, New Jersey 07016
908-272-3838
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Offering Registration
be Registered(1) Registered(2) Price Per Share(3) Price (4) Fee
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Common Stock
$0.10 par value
per share 46,875 $20.48 $960,000 $77.66
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(1) 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 Synergy Financial
Group, Inc. Employees' Savings & Profit Sharing Plan and Trust (the
"Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be issued under the
Plan assuming that all employer and employee contributions to the Plan
are used to purchase shares of Common Stock of Synergy Financial Group,
Inc. (the "Company"), together with an indeterminate number of shares
which may be necessary to adjust the number of additional shares of
Common Stock reserved for issuance pursuant to the Plan and being
registered herein, as the result of a stock split, stock dividend,
reclassification, recapitalization, or similar adjustment(s) of the
Common Stock of the Company.
(3) Estimated solely for the purpose of calculating the registration fee
and calculated pursuant to Rule 457(c) based on the average of the bid
and ask prices of the Common Stock of the Registrant as reported on the
OTC Bulletin Board on May 23, 2003.
(4) Estimated based on (2) and (3) above.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 46,875
shares of Common Stock, $0.10 par value per share, of Synergy Financial Group,
Inc. (the "Company") reserved for issuance and delivery under the Synergy
Financial Group, Inc. Employees' Savings & Profit Sharing Plan and Trust (the
"Plan"). Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in
reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on August 21, 2002 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, as filed with the Commission;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003, as filed with the Commission;
(c) Current Report on Form 8-K (date of event: April 23, 2003), as
filed with the Commission on April 23, 2003; and
(d) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
August 21, 2002.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
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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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Article XI of the Bylaws of the Company sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.
Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he is or was a Director, officer or employee of the
Company or is or was serving at the request of the Company as a Director,
Officer or employee of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, officer or employee or in
any other capacity while serving as a Director, officer or employee, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift Supervision, as the same exists or may
hereafter be amended against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith.
The right to indemnification conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final disposition, to the fullest extent authorized by the
Regulations of the Office of Thrift Supervision. The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a Director,
officer or employee and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
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In lieu of an opinion of counsel concerning the Plan's compliance with
the requirements of ERISA, the Company hereby undertakes that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 1933 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 expressed in the 1933 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, 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 Cranford in the State of New Jersey, on the 27th day
of May 2003.
Synergy Financial Group, Inc.
By: /s/John S. Fiore
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John S. Fiore
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Synergy Financial Group,
Inc., do hereby severally constitute and appoint John S. Fiore as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said John S. Fiore may deem
necessary or advisable to enable Synergy Financial Group, Inc., to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the registrant, including
specifically, but not limited to, power and authority to sign, for any of us in
our names in the capacities indicated below, the Registration Statement and any
and all amendments (including post-effective amendments) thereto; and we hereby
ratify and confirm all that said John S. Fiore shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
/s/Kenneth S. Kasper /s/John S. Fiore
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Kenneth S. Kasper John S. Fiore
Chairman and Director President, Chief Executive Officer and
Director
(Principal Executive Officer)
Date: May 27, 2003 Date: May 27, 2003
/s/Ralph A. Fernandez /s/Paul T. LaCorte
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Ralph A. Fernandez Paul T. LaCorte
Vice President and Chief Financial Officer Director
(Principal Financial and Accounting Officer)
Date: May 27, 2003 Date: May 27, 2003
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Nancy A. Davis George Putvinski
Director Director
Date: , 2003 Date: , 2003
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/s/W. Phillip Scott /s/Albert N.Stender
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W. Phillip Scott Albert N. Stender
Director Director
Date: May 27, 2003 Date: May 27, 2003
/s/David H. Gibbons, Jr. /s/Magdalena M. De Perez
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David H. Gibbons, Jr. Magdalena M. De Perez
Director Director
Date: May 27, 2003 Date: May 27, 2003
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Synergy Financial Group, Inc. Employees' Savings & Profit
Sharing Plan and Trust has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cranford, State of New Jersey on this 27th day of May, 2003.
Synergy Financial Group, Inc.
Employees' Savings & Profit Sharing Plan and Trust
By: /s/Kevin A. Wenthen
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Kevin A. Wenthen
Its Senior Vice President
As Plan Administrator on behalf of
Synergy Financial Group, Inc.
INDEX TO EXHIBITS
Exhibit Description
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4.1 Synergy Financial Group, Inc. Employees' Savings and Profit Sharing
Plan and Trust Basic Plan Document
4.2 Synergy Financial Group, Inc. Employees' Savings and Profit Sharing
Plan and Trust Adoption Agreement
4.3 Summary Plan Description of the Plan
4.4 Trust Document for the Plan
5.1 Favorable determination letter dated March 7, 2002, confirming that the
Plan is qualified under Section 401 of the Internal Revenue Code of
1986, as amended
23.1 Consent of Grant Thornton LLP
23.2 Consent of Fontanella and Babitts