AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 10, 1997
REGISTRATION NO. 33-________
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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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1ST BERGEN BANCORP
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-3409845
(I.R.S. Employer Identification No.)
250 VALLEY BOULEVARD, WOOD-RIDGE, NEW JERSEY 07075
(Address of principal executive offices) (Zip code)
1996 AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
1996 AMENDED AND RESTATED STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS
1996 AMENDED AND RESTATED RECOGNITION AND RETENTION PLAN FOR
EXECUTIVE OFFICERS AND EMPLOYEES
1996 AMENDED AND RESTATED RECOGNITION AND RETENTION PLAN FOR
OUTSIDE DIRECTORS
(Full title of the plan)
WILLIAM M. BRICKMAN
PRESIDENT
1ST BERGEN BANCORP
250 VALLEY BOULEVARD
WOOD-RIDGE, NEW JERSEY 07075
(Name and address of agent for service)
201-939-3400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
(1) Price Per Offering Price
Share(2)
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Common Stock,
no par value
per share 444,360 $13.625 $6,054,405 $1,835
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(1) Maximum number of shares authorized for issuance pursuant to the
grant of plan share awards or the grant and exercise of stock
options as follows: (i) options to purchase up to 222,180 shares of
common stock under the Registrant's 1996 Amended and Restated
Incentive Stock Option Plan; (ii) options to purchase up to 95,220
shares of common stock under the Registrant's 1996 Amended and
Restated Stock Option Plan for Outside Directors; (iii) plan share
awards for up to 88,872 shares of common stock under the
Registrant's 1996 Amended and Restated Recognition and Retention
Plan for Executive Officers and Employees; and (iv) plan share
awards for up to 38,088 shares of common stock under the
Registrant's 1996 Amended and Restated Recognition and Retention
Plan for Outside Directors. 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) Based upon one average of the high and low for the Common Stock as
reported on the NASDAQ National Market on June 6, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996;
(b) the Registrant's Transitional Report on Form 10-Q for the quarter
ended December 31, 1996;
(c) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(d) the Registrant's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on February 12, 1997, April
30, 1997 and May 5, 1997; and
(e) the description of the Registrant's Common Stock, no par value per
share, contained in the Registrant's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on
February 2, 1996, to register the Common Stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
In addition, all documents subsequently filed by the Registrant with the
SEC pursuant to Sections 12, 13(a), 13(c), 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 herein 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 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 (being Title
14A of the New Jersey Statutes), Article XI of the Registrant's Certificate of
Incorporation provides as follows:
ARTICLE XI
INDEMNIFICATION
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.
Exhibit Number Description of Exhibit
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4(a) 1996 Amended and Restated Incentive Stock Option Plan
4(b) 1996 Amended and Restated Stock Option Plan for Outside
Directors
4(c) 1996 Amended and Restated Recognition and Retention
Plan for Executive Officers and Employees
4(d) 1996 Amended and Restated Recognition and Retention
Plan for Outside Directors
5(a) Opinion of McCarter & English
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of McCarter & English (included in the opinion
filed as Exhibit 5(a) hereto)
ITEM 9. UNDERTAKINGS.
(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 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 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; and
(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.
(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
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.
(c) 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Wood-Ridge, State of New Jersey on June 9, 1997.
1ST BERGEN BANCORP
By: /s/ WILLIAM M. BRICKMAN
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William M. Brickman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to its Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
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Name Title Date
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/s/ WILLIAM M. BRICKMAN
- ----------------------------- President and Chief June 9, 1997
William M. Brickman Executive Officer
/s/ ALBERT E. GOSSWEILER
- ----------------------------- Executive Vice June 9, 1997
Albert E. Gossweiler President and Chief
Financial Officer
/s/ JAMES W. MASON
- ----------------------------- Chairman and June 9, 1997
James W. Mason Director
/s/ BERNARD LEUNG, M.D.
- ----------------------------- Director June 9, 1997
Bernard Leung, M.D.
/s/ ROBERT C. MILLER
- ----------------------------- Director June 9, 1997
Robert C. Miller
/s/ KATHLEEN FISHER
- ----------------------------- Director June 9, 1997
Kathleen Fisher
/s/ ROBERT O'NEILL
- ----------------------------- Director June 9, 1997
Robert O'Neill
/s/ RICHARD MASCH
- ----------------------------- Director June 9, 1997
Richard Masch
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
1ST BERGEN BANCORP
Exhibit No. Name of Document Page
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4(a) 1996 Amended and Restated Incentive Stock
Option Plan
4(b) 1996 Amended and Restated Stock Option Plan
for Outside Directors
4(c) 1996 Amended and Restated Recognition and
Retention Plan for Executive Officers and
Employees
4(d) 1996 Amended and Restated Recognition and
Retention Plan for Outside Directors
5(a) Opinion of McCarter & English
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of McCarter & English (included in
the opinion filed as Exhibit 5(a) hereto)