As filed with the Securities and Exchange Commission on November 18, 2004
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Synergy Financial Group, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 52-2413926
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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. 2004 Stock Option Plan
Synergy Financial Group, Inc. 2004 Restricted Stock Plan
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(Full Title of the Plans)
Ralph A. Fernandez
Senior Vice President and
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
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value per share 694,569 shares $10.15 $7,049,875 $893.22
Common Stock
$0.10 par value per share 290,458 shares $10.81 $3,139,851 $397.82
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<FN>
(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Synergy Financial Group, Inc. 2004 Stock Option Plan
consists of 703,591 shares, and under the Synergy Financial Group, Inc.
2004 Restricted Stock Plan (the "RSP") consists of 281,436 shares are
being registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number
of additional shares may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 985,027 shares are being registered
hereby, of which 694,569 shares are under option at a weighted average
exercise price of $10.15 per share ($7,049,875 in the aggregate). The
remainder of such shares 290,458 shares, consisting of 9,022 unawarded
options under the Stock Option Plan and 281,436 shares awarded under
the RSP, are being registered based upon the average of the high and
low prices of the Common Stock of the Registrant as reported on the
Nasdaq National Market on November 12, 2004, of $10.81 per share
($3,139,851 in the aggregate), for a total offering of $10,189,726.
</FN>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE AUTOMATICALLY UPON
THE DATE OF FILING, IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 ("1933 ACT") AND RULE 462 OF THE 1933 ACT.
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 985,027 shares
of Synergy Financial Group, Inc. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiaries as compensation for services
in accordance with the Synergy Financial Group, Inc. 2004 Stock Option Plan
under which 703,591 shares are issuable, and the Synergy Financial Group, Inc.
2004 Restricted Stock Plan under which 281,436 shares are issuable (together,
the "Plans"). 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 November 12, 2003 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-K for the Year Ended December
31, 2003, as filed with the Commission;
(b) The Company's Quarterly Report on Form 10-Q for the Quarter Ended March
31, 2004, as filed with the Commission;
(c) The Company's Quarterly Report on Form 10-Q for the Quarter Ended June
30, 2004, as filed with the Commission;
(d) The Company's Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2004, as filed with the Commission;
(e) Form 8-K filed on May 3, 2004;
(f) Form 8-K filed on June 23, 2004;
(g) Form 8-K filed on July 29, 2004;
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(h) Form DEFA14A filed on July 29, 2004;
(i) Form DEFA14A filed on August 9, 2004;
(j) Form 8-K filed on August 26, 2004;
(k) Form 8-K filed on September 1, 2004;
(l) Form 8-K filed on October 28, 2004; and
(m) 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
November 12, 2003.
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 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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Section 14A:3-5 of the New Jersey Business Corporation Act describes those
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
Section 17 of the Certificate of Incorporation of the Company requires
indemnification of directors, officers, employees or agents of the Company to
the full extent permissible under New Jersey law.
The registrant believes that these provisions assist the registrant in,
among other things, attracting and retaining qualified persons to serve the
registrant and its subsidiaries. However, a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders to sue on behalf of the registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the registrant to an indemnified party.
The Company may 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 request of the Company as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against the person and incurred by the person in
any such capacity or arising out of his status as such, whether or not the
Company would have the power to indemnify the person against such liability
under the provisions of the Certificate of Incorporation.
3
Additionally, the Company has in force a directors and officers liability
policy for claims directly against directors and officers and for claims where
the Company is required to indemnify directors and officers. The policy is
underwritten by Progressive Casualty Insurance Company with a $5,000,000
aggregate limit of liability and an aggregate deductible of $100,000.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
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.
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 1933
Act;
(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 not 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
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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.
4
(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 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 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 that time shall be deemed to be the initial bona fide offering thereof.
(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 1934 Act; 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 1933 Act
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 Township of Cranford in the State of New Jersey, on the 18th
day of November 2004.
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: November 18, 2004 Date: November 18, 2004
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/s/Ralph A. Fernandez /s/Paul T. LaCorte
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Ralph A. Fernandez Paul T. LaCorte
Senior Vice President and Chief Director
Financial Officer
(Principal Financial and Accounting
Officer)
Date: November 18, 2004 Date: November 18, 2004
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/s/Nancy A. Davis /s/George Putvinski
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Nancy A. Davis George Putvinski
Director Director
Date: November 18, 2004 Date: November 18, 2004
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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: November 18, 2004 Date: November 18, 2004
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/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: November 18, 2004 Date: November 18, 2004
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Synergy Financial Group, Inc. 2004 Stock Option Plan
4.2 Synergy Financial Group, Inc. 2004 Restricted Stock Plan
4.3 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.4 Form of Restricted Stock Award Agreement
4.5 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein