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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 18, 1999
UNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-12431 22-3282551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
64 OLD HIGHWAY 22, CLINTON, NEW JERSEY 08809
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 730-7630
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Item 2. Acquisition or Disposition of Assets.
On February 18, 1999, the Registrant, through its First Community Bank
subsidiary acquired Certified Mortgage Associates Inc. ("CMA"), a Marlboro, New
Jersey based correspondent mortgage banker. The Registrant paid the shareholders
of CMA $2.8 million (the "Purchase Price"). The Purchase Price was paid in cash
and shares of the Registrant's common stock, with $1.7 million of the Purchase
Price paid in cash and $1.1 million paid in shares of the Registrant's common
stock, valued at the average of the bid ask price for the stock during the first
twenty trading days in the thirty trading day period prior to consummation of
the transaction. The Registrant issued 102,459 shares of its common stock. The
transaction will be accounted for as a purchase, and the Registrant will
recognize $3,000,000.00 in intangible assets, consisting primarily of the value
of the employment agreements of the executives retained from CMA, which it will
amortize over eight years.
In addition, the principals of CMA, including Barry Habib, entered into
employment agreements with the Registrant that call for an initial term of five
years with options to extend the term for an additional three years. A copy of
the Agreement and Plan of Merger, and the Amended Plan of Merger, are annexed
hereto as Exhibit 2(i) and 2(ii).
Item 7. Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description
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2(i) Agreement and Plan of Merger dated as of December
11, 1998, between Registrant and Certified
Mortgage Associates, Inc.
2(ii) Amendment Agreement to Plan of Merger dated
February 18, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Unity
Bancorp, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITY BANCORP, INC.
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(Registrant)
Dated: February 18, 1999 By: /s/ KEVIN KILLIAN
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Chief Financial Officer
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EXHIBIT INDEX
CURRENT REPORT ON FORM 8-K
Exhibit No. Description Page
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2(i) Agreement and Plan of Merger dated as of December 11, 1998,
between Registrant and Certified Mortgage Associates, Inc. 5-51
2(ii) Amendment Agreement to Plan of Merger dated February 18, 1999. 52-53
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