As filed with the Securities and Exchange Commission on May 1, 2002
Registration No. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LAKELAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2953275
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(973) 697-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Roger Bosma
President
Lakeland Bancorp, Inc.
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(973) 697-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Laura R. Kuntz, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
Calculation of Registration Fee
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Title of each class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Offering Maximum Aggregate Registration Fee
Registered Price per Share (1) Offering Price (1)
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Common Stock, no par 400,000 shares
value (and associated (with Rights) $17.85 $7,140,000 $657(3)
Stock Purchase Rights(2))
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(1) Pursuant to Rule 457 of the Securities Act of 1933, the proposed maximum
offering price per share is estimated solely for the purpose of computing
the registration fee and is based on the average of the high and low sales
prices of the Common Stock as reported on the Nasdaq National Market System
on April 25, 2002.
(2) Prior to the occurrence of certain events, the Stock Purchase Rights will
not be evidenced separately from the Common Stock.
(3) Including the 400,000 shares registered pursuant to this Registration
Statement, a total of 1,000,000 shares of Common Stock have been registered
by the Registrant in connection with its Automatic Dividend Reinvestment and
Stock Purchase Plan. The filing fees associated with 600,000 of those shares
were previously paid when the earlier Registration Statements were filed.
As permitted by Rule 429 of the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Registrant's
Registration Statements on Form S-3 Nos. 333-89723, 33-87672 and 33-34099.
LAKELAND BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The Lakeland Bancorp, Inc. Automatic Dividend Reinvestment and Stock Purchase
Plan provides shareholders of our common stock with a convenient method of
purchasing additional shares of our common stock. As of May 1, 2002, we have
registered a total of 1,000,000 shares of our common stock for sale under the
Plan, and a total of 483,825 shares are available for sale under the Plan.
You must already be a shareholder of Lakeland Bancorp, Inc. to participate in
the Plan. Under the Plan, you may elect to have your Lakeland Bancorp dividends
automatically reinvested in additional shares of our common stock. You may also,
if you wish, use the Plan to purchase additional shares of our common stock
through voluntary cash payments, regardless of whether you participate in the
dividend reinvestment feature of the Plan.
Shares purchased in the open market will be purchased at prevailing prices. The
price of purchases from Lakeland Bancorp of authorized but unissued or treasury
shares will be the average of the closing sales prices of our common stock as
reported by the Nasdaq National Market System for the last five trading days
prior to the purchase date on which trades were reported.
Our common stock is quoted on the Nasdaq National Market System under the symbol
"LBAI." Our principal executive offices are located at 250 Oak Ridge Road, Oak
Ridge, New Jersey 07438 and our telephone number is (973) 697-2000.
Neither the securities and exchange commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
These securities are not savings or deposit accounts or other obligations of any
bank or nonbank subsidiary of Lakeland Bancorp, Inc., and they are not insured
by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any
other government agency.
The date of this prospectus is May 1, 2002.
TABLE OF CONTENTS
Page
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Where You Can Find More Information .............................. 2
Lakeland Bancorp, Inc. ........................................... 3
The Plan ......................................................... 4
Purposes .................................................... 4
Advantages .................................................. 4
Administration .............................................. 5
Participation ............................................... 5
Costs ....................................................... 7
Purchases ................................................... 7
Optional Cash Payments ...................................... 8
Reports to Participants ..................................... 10
Dividends ................................................... 10
Certificates for Shares ..................................... 10
Withdrawal .................................................. 11
Other Information ........................................... 12
Use of Proceeds .................................................. 15
Legal Opinion .................................................... 15
Experts .......................................................... 15
Indemnification for Securities Act Liabilities ................... 16
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the Securities
and Exchange Commission. We file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any of
these materials we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information on the operation of the
SEC's public reference room by calling the SEC at 1-800-SEC-0330. Our filings
with the SEC are also available to the public over the Internet at the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. This prospectus
incorporates by reference the documents listed below that we have previously
filed with the SEC. We are also incorporating by reference any future filings we
make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) under the
Securities Exchange Act of 1934 between the date of this prospectus and the date
we sell all the common stock covered by this prospectus. Any of those future
filings will update, supercede and replace information contained in any
documents incorporated by reference in this prospectus at the time of those
future filings. These documents contain important information.
... Our Annual Report on Form 10-K for the year ended December 31, 2001, as
amended.
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... Our Registration Statement on Form 8-A filed with the SEC on August 24,
2001, and any amendments or reports filed for the purpose of updating that
Registration Statement.
... Our Registration Statement on Form 8-A filed with the SEC on February 8,
2000, and any amendments or reports filed for the purpose of updating that
Registration Statement.
You may request a copy of these filings, excluding any filed exhibits, at no
cost, by writing or telephoning us at the following address or telephone number:
Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438,
Attention: Corporate Secretary; telephone number 973-697-2000.
You should rely only on the information contained or incorporated by reference
in this prospectus. No one has been authorized to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus, as well as information we
filed with the SEC and incorporated by reference, is accurate as of the date of
those documents only. Our business, financial condition and results of
operations described in those documents may have changed since those dates.
LAKELAND BANCORP, INC.
We are a bank holding company incorporated under New Jersey law. We are the
holding company for our principal subsidiary, Lakeland Bank, a New Jersey
chartered commercial bank. Our principal executive offices are located at 250
Oak Ridge Road, Oak Ridge, New Jersey 07438. Unless the context requires
otherwise, the "Company," "we," "us," and "ours" as used herein refers to
Lakeland Bancorp, Inc. and its consolidated subsidiaries.
We suggest that you retain this prospectus for future reference.
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THE PLAN
The following questions and answers describe how the Plan works.
Purposes
Q1. What are the purposes of the Plan?
The purposes of the Plan are to provide record holders of our common stock with
a simple and convenient method of investing dividends and optional cash payments
in shares of our common stock, currently without payment of any brokerage
commission or service charge. We have the right to amend the Plan's fee
structure.
Shares will be purchased either from us or in market transactions. To the extent
shares of common stock are purchased from us, we will receive additional funds
for general corporate purposes.
In order to participate in the Plan, you must be a shareholder of the Company.
You may participate in the dividend reinvestment feature of the Plan, the
optional cash payment feature of the Plan, or you may participate in both
features of the Plan.
The Plan is not intended to provide shareholders with a mechanism for generating
short-term profits through rapid turnover of shares. The intended purposes of
the Plan preclude any person or entity from establishing a series of related
accounts for the purpose of conducting arbitrage operations and/or exceeding the
optional cash payment limit. We reserve the right to modify, suspend or
terminate a shareholder's participation in the Plan if the shareholder is using
the Plan for purposes inconsistent with the intended purposes of the Plan.
Advantages
Q2. What are the advantages of the Plan?
If you participate in the Plan, you:
. may have dividends on your shares of common stock
automatically reinvested in additional shares of common stock
without any charges for brokerage commissions or record
keeping;
. may invest in shares of common stock by making quarterly
optional cash payments within specified limits (currently a
minimum of $100, and a maximum of $5,000, per quarter) without
any charges for brokerage commissions or record keeping; and
. may avoid record keeping requirements and costs through the
custodial and reporting services furnished under the Plan.
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Administration
Q3. What are the functions of the Plan Administrator?
First City Transfer Company is the plan administrator (the "Plan
Administrator"). It administers the Plan, keeps records, sends statements of
account to participants (see Question No. 18) and performs other duties relating
to the Plan. Shares of common stock purchased under the Plan are registered in
the name of the Plan Administrator or its nominee and are credited to the
accounts of the participants in the Plan. The Plan Administrator acts as the
agent for the participants. As the record holder of the shares held in the
participants' accounts under the Plan, the Plan Administrator will receive
dividends on all shares held on the dividend record date, will credit the
dividends to participants' accounts on the basis of full and fractional shares
held in the accounts, and will automatically reinvest the dividends in
additional shares of our common stock.
We may, without the consent of the participants, appoint a different Plan
Administrator, including a Plan Administrator who is affiliated with Lakeland
Bancorp.
Participation
Q4. Who is eligible to participate?
All holders of record of shares of our common stock are eligible to participate
in the Plan. To participate in the Plan, your shares of common stock must be
registered in your own name. If you are the beneficial owner of shares of common
stock which are not registered in your name (for instance, shares that are
registered in the name of your broker), then you must first transfer those
shares into your own name before you can participate in the Plan with respect to
those shares. You may continue to have some of your shares registered in the
name of your broker and some of your shares registered in your own name. If you
decide to participate in the Plan, you must participate with respect to all of
the shares of common stock registered in your own name.
Q5. How does a shareholder participate?
If you currently participate in the Plan, you do not need to re-enroll at this
time, even if you want to make optional cash payments under the Plan. If you are
not currently a participant, and your shares of common stock are registered in
your name, you may join the Plan at any time by signing an authorization card
and returning it to the Plan Administrator. If you are not currently a
participant, and your shares of common stock are not registered in your own
name, you may join the Plan by arranging with your broker to have a specified
number of your shares registered in your name and by signing an authorization
card and returning it to the Plan Administrator. You may not participate in the
Plan until some or all of your shares are registered in your own name and a
completed authorization card has been received by the Plan Administrator. An
authorization card is enclosed with this prospectus and additional cards may be
obtained by
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sending a written request to:
First City Transfer Company
P.O. Box 170
Iselin, New Jersey 08830
(please include a reference to Lakeland Bancorp, Inc.).
Q6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. Once in the Plan, you
will remain a participant until you discontinue participation or your
participation is terminated by us (see Question No. 25 below) or the Plan is
terminated.
If an authorization card requesting reinvestment of dividends is received by the
Plan Administrator on or before the record date established for a particular
dividend, then that dividend will be used to purchase additional shares for you
on the applicable dividend payment date. If an authorization card is received
after the record date established for a particular dividend, then the
reinvestment of dividends will begin on the dividend payment date following the
next record date, provided that you are still an eligible shareholder on the
next record date.
In order to participate in the Plan, you must be a shareholder of the Company.
You may participate in the dividend reinvestment feature of the Plan, the
optional cash payment feature of the Plan, or you may participate in both
features of the Plan. If you participate in the optional cash payment feature of
the Plan, the shares purchased will be allocated to your account under the Plan
and all dividends on the shares you purchased through optional cash payments
will be automatically reinvested in additional shares of common stock and
credited to your account under the Plan.
Neither the Plan nor this prospectus represents a statement regarding our
dividend policy or a guarantee of future dividends. The payment of dividends
will be within the discretion of our board of directors and will depend upon our
earnings, financial requirements, governmental regulations and other factors.
Q7. What are the record dates and investment dates for dividend
reinvestments?
We typically declare dividends on or about January 15, April 15, July 15 and
October 15 of each year. Dividend record dates are likely to occur on or about
January 31, April 30, July 31 and October 31. Dividend payment dates typically
occur on or about February 15, May 15, August 15 and November 15 of each year.
Dividend payment dates are referred to as "investment dates." Please refer to
Question No. 15 for a discussion of the investment dates for optional cash
payments.
Q8. What does the authorization card provide?
The authorization card directs the Plan Administrator to:
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. apply all of your cash dividends on all shares of common stock
registered in your name and any optional cash payments made by
you to the purchase of additional shares of common stock; and
. apply cash dividends on all shares of common stock previously
credited to your account under the Plan to the purchase of
additional shares of common stock.
See Question No. 27 for a description of how stock dividends and stock splits
will be treated under the Plan.
Costs
Q9. Are there any expenses to participants in connection with purchases
under the Plan?
No, not currently. You will not incur any brokerage commissions or service
charges for purchases made under the Plan. In addition, there are no charges for
the custodial and safekeeping services provided by the Plan Administrator. The
costs of administering the Plan will be paid by us. Certain expenses may be
incurred by you, however, if you request that whole shares be sold upon your
withdrawal from the Plan. (See Question No. 24.) The brokerage commissions and
service charges paid by us on your behalf will be treated as dividend income by
the Internal Revenue Service. (See Question No. 30.) We have the right to amend
the Plan, including the Plan's fee structure. (See Question No. 33.)
Purchases
Q10. When will purchases be made under the Plan?
Purchases of shares of common stock from Lakeland Bancorp will be made on the
relevant investment date (as defined in Question Nos. 7 and 15). If shares are
purchased in the open market, the Plan Administrator will use its best efforts
to make the purchases promptly, commencing on the relevant investment date and
ending (in most instances) not later than 30 days after the investment date.
Open market purchases may be subject to such terms concerning price, delivery,
and otherwise, as the Plan Administrator may agree to. Neither Lakeland Bancorp
nor any participant will have any authority or power to direct the time or price
at which shares may be purchased or the selection of the broker or dealer
through or from whom purchases are to be made.
No interest will be paid on dividends or optional cash payments pending
reinvestment or investment.
Q11. From where will the shares be purchased?
Purchases of shares of common stock will be made by the Plan Administrator in
the market, from negotiated purchases, from Lakeland Bancorp itself or from a
combination of the foregoing, as determined by the Plan Administrator in its
discretion. Shares purchased directly from us may be either authorized but
unissued shares or treasury shares.
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Q12. What will be the price of shares purchased under the Plan?
Shares purchased by the Plan Administrator with reinvested dividends or optional
cash payments in the open market will be purchased at prevailing prices. The
purchase price of shares purchased in market transactions will be the weighted
average of the actual prices paid for shares of our common stock by the Plan
Administrator. The price of purchases from us of authorized but unissued or
treasury shares will be the "Market Price" of our common stock on the relevant
investment date. The Market Price will be the average of the closing sales
prices of our common stock as reported by the Nasdaq National Market System for
the last five trading days prior to the investment date on which trades in our
common stock were reported.
Q13. How many shares will be purchased for participants?
Your account will be credited with that number of shares (including fractions
computed to four decimal places) equal to the total amount to be invested by you
divided by the applicable purchase price (also computed to four decimal places).
For example, assume that you hold shares of common stock on which a total
dividend of $100 is payable, that you make a $100 optional cash payment and that
the purchase price is $16. The computation of the number of shares to be
credited to your account on the investment dates would be as follows:
Purchase Price* ................................ $16.00
Number of Shares purchased with
reinvested dividends
($100.00 / $16.00) ........................... 6.25
Number of Shares purchased with
optional cash payments
($100.00 / $16.00) ........................... 6.25
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* The purchase price is assumed for illustrative purposes only, and will vary
with the market price of our common stock.
Optional Cash Payments
Q14. How does the optional cash payment feature of the Plan work?
As long as you hold some shares of our common stock in your own name, you may
participate in the optional cash payment feature of the Plan regardless of
whether you participate in the dividend reinvestment feature of the Plan. If you
participate in the optional cash payment feature of the Plan, the shares
purchased will be allocated to your account under the Plan and all
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dividends on the shares you purchased through optional cash payments will be
automatically reinvested in additional shares of common stock and credited to
your account under the Plan.
If you currently participate in the Plan, you do not need to re-enroll in order
to make optional cash payments under the Plan. If you are not currently
participating in the Plan and want to become a participant, you should sign an
authorization card and return it to the Plan Administrator.
Each quarter the Plan Administrator will apply any optional cash payment
received from you by the required date (see Question No. 15) to the purchase of
common stock for your account. If shares are purchased in the open market, the
Plan Administrator will use its best efforts to make the purchases promptly,
commencing on the relevant investment date and ending (in most instances) not
later than 30 days after the investment date. If the common stock is purchased
from us, the Plan Administrator will apply the optional cash payment on the
investment date.
You may not make optional cash payments of less than $100 per quarter or of more
than $5,000 in any quarter. If you deliver an optional cash payment other than
in a permitted amount, the Plan Administrator will invest only that portion, if
any, that complies with the investment limitations and will return the remainder
to you. The minimum and maximum amounts of quarterly optional cash payments may
be changed at our discretion on 30 days' prior notice to you. No interest will
be paid on optional cash payments pending investment.
We may suspend the optional cash payment feature of the Plan from time to time.
You will be promptly notified of any suspension of this feature. In the event
the optional cash payment feature is suspended, any optional cash payments (i)
received prior to the date of the notice of suspension and not yet invested or
(ii) received after the date of the notice of suspension and before the date of
a notice of resumption of the optional cash payment feature, will be returned.
If this feature is suspended and then reinstated, you will be notified promptly
of the resumption of the optional cash payment feature of the Plan.
Q15. What are the investment dates for optional cash payments?
Optional cash payments will be invested each quarter. The investment dates for
optional cash payments will be the first business day of January, April, July
and October.
Q16. When must optional cash payments be received?
In order to be invested on the next investment date, optional cash payments must
be received by the Plan Administrator by the seventh business day prior to the
investment date. Payments may be made by check or money order made payable to
the Plan Administrator. In addition, for new participants, the Plan
Administrator must have received a signed authorization card. (See Question Nos.
8 and 14 above.)
Neither Lakeland Bancorp nor the Plan Administrator will pay any interest on
optional cash payments held pending investment. Therefore, although optional
cash payments may be made at any time, you are advised to transmit your payments
shortly before the seventh business day
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prior to the applicable investment date and in no event sooner than 30 days
prior to the investment date.
Q17. May optional cash payments be returned to a participant?
Optional cash payments received by the Plan Administrator after the seventh
business day prior to a particular investment date will be returned. Optional
cash payments will also be returned if the optional cash payment feature of the
Plan is suspended. (See Question No. 14 above.)
Reports to Participants
Q18. What kind of reports will be sent to participants in the Plan?
You will receive a statement of account after each share purchase made on your
behalf. The statement will set forth the amount of the most recent reinvestment
and/or investment, the number of shares purchased, the price per share and the
total number of shares held in your account. These statements are your record of
the costs of your purchases and should be retained for income tax purposes. In
addition, you will receive copies of other communications sent to our
shareholders and Internal Revenue Service information for reporting dividend
income received.
Dividends
Q19. Will a participant be credited with dividends on shares held in his or
her Plan account?
Yes. Dividends on full shares, and any fractional shares, credited to your
account will be reinvested in additional shares of our common stock and credited
to your account.
We may suspend the dividend reinvestment feature of the Plan from time to time.
You will be promptly notified of any suspension of the dividend reinvestment
feature of the Plan. If there is a suspension, then any and all dividends will
be paid to you in cash. If this feature is suspended and then reinstated, you
will be notified promptly of the resumption of the dividend reinvestment feature
of the Plan.
Certificates for Shares
Q20. Will certificates be issued for shares of common stock purchased under
the Plan?
Shares of our common stock purchased under the Plan for the accounts of
participants will be registered in the name of the Plan Administrator or its
nominee. Certificates for shares purchased on your behalf will not be issued to
you unless you make a written request to the Plan Administrator. The total
number of shares credited to an account under the Plan will be shown on each
account statement. This custodial service protects you against the risk of loss,
theft or destruction of stock certificates.
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Certificates for any number of whole shares credited to your account under the
Plan will be issued to you upon written request to the Plan Administrator. Any
remaining full shares and fractions of a share will continue to be credited to
your account.
Certificates for fractions of shares will not be issued under any circumstances.
Q21. Can a participant add shares to his or her account by transferring
stock certificates that he or she possesses?
Yes. You may increase the number of shares held in your account by depositing
certificates representing shares of our common stock with the Plan
Administrator. These certificates must be presented in transferable form and
must be accompanied by a written request that the shares be added to your
account.
Q22. If stock certificates are issued, in whose name will they be
registered?
Accounts under the Plan are maintained in the names in which certificates of the
participants were registered at the time the participants entered the Plan.
Certificates for whole shares will be similarly registered when issued at the
request of a participant. (See Question No. 20.)
Shares credited to your account will be registered in the name of the Plan
Administrator or its nominee and may not be pledged or assigned. Any purported
pledge or assignment will be void.
Q23. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If you dispose of shares of our common stock registered in your name (those
shares which are not registered in the name of the Plan Administrator or its
nominee), the dividends on shares previously credited to your account under the
Plan will continue to be reinvested until you notify the Plan Administrator that
you wish to withdraw from the Plan. (See Question No. 24.)
Withdrawal
Q24. How does a participant withdraw from the Plan?
You may withdraw from the Plan by sending a written withdrawal notice to the
Plan Administrator at the address set forth in response to Question No. 5. When
you withdraw from the Plan, or upon termination of your participation in the
Plan or upon termination of the Plan by us, certificates for whole shares
credited to your account under the Plan will be issued and a cash payment will
be made for any fractional shares based on the then current Market Price of the
common stock. (See Question No. 26.)
Upon your withdrawal from the Plan, you may also request that all or part of the
whole shares credited to your account in the Plan be sold. If you make such a
request, the sale will be made for you by the Plan Administrator as soon as
practicable after the request is received. You will
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receive the proceeds from the sale, less related brokerage fees or commissions
and less any applicable transfer taxes.
Q25. When may a participant withdraw from the Plan?
You may withdraw from the Plan at any time. If the notice of withdrawal is
received at least seven business days prior to the record date for a particular
dividend, the notice will be effective as to the reinvestment of that dividend.
All optional cash payments received on or before the seventh business day prior
to an investment date for optional cash payments will be invested in shares of
common stock on that next investment date unless a withdrawal notice is received
by the Plan Administrator at least seven business days prior to the investment
date.
The Plan Administrator may terminate a participant's participation in the Plan
after mailing a notice of intention to terminate to the participant at his or
her address as it appears in the Plan Administrator's records. We reserve the
right to terminate any participant's participation in the Plan at any time for
any reason, including, without limitation, arbitrage-related activities,
transactional profit activities and excessive re-enrollments.
Q26. What happens to a fraction of a share when a participant withdraws from
the Plan?
When you withdraw from the Plan, a cash payment representing any fraction of a
share credited to the participant's account will be mailed directly to the
participant. The cash payment will be based on the Market Price of our common
stock on the effective date of withdrawal.
Other Information
Q27. What happens if Lakeland Bancorp issues a stock dividend or declares a
stock split?
Any stock dividends or stock splits applicable to shares of our common stock
held by a participant under the Plan will be credited to the participant's
account.
Q28. If we have a common stock rights offering, how will rights on shares
credited to a participant's account be treated?
Subscription warrants representing rights on any shares of our common stock,
both whole and fractional, credited to your account will be mailed directly to
you in the same manner as to shareholders who do not participate in the Plan.
Q29. How will a participant's shares be voted at meetings of shareholders?
Shares held for you by the Plan Administrator will be voted in the same manner
as shares owned directly by you.
For each meeting of shareholders, you will receive a proxy card which will
enable you to vote the shares registered in your own name. If the proxy card is
returned properly signed and marked for voting, all whole shares held for you
under the Plan will be voted in the same manner
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as the shares owned directly by you. The total number of whole shares held under
the Plan also may be voted in person at a meeting.
If no instructions are received on a properly signed proxy card with respect to
any item, all of your whole shares (those registered in your name and those
credited to your account under the Plan) will be voted in accordance with the
recommendations of our board of directors. This is the same as for
non-participating shareholders who return properly signed proxies and do not
provide instructions. If the proxy card is not returned or if it is returned
unsigned, none of your shares will be voted unless you vote in person.
Q30. What are the federal income tax consequences of participation in the
Plan?
As a participant in the Plan, you will be considered to have received a dividend
for federal income tax purposes equal to the fair market value of the shares
purchased with reinvested dividends. Such fair market value should become your
basis in the shares purchased under the Plan. The holding period for shares
acquired upon reinvestment of dividends will begin on the day following the
investment date.
If you elect to invest in additional shares by making optional cash payments,
you will be treated for federal income tax purposes as having received a
dividend equal to the excess, if any, of (a) the fair market value of the shares
purchased, over (b) the optional cash payment made. Your tax basis in the shares
purchased under the Plan with optional cash payments should be equal to the
amount of the optional cash payment plus the excess, if any, of the fair market
value of the shares purchased over the optional cash payment made. Your holding
period for such shares will begin on the day following the investment date.
The Internal Revenue Service has taken the position that brokerage commissions
which are incurred in connection with open market stock purchases on behalf of
participants in similar plans which are not paid by the participants constitute
dividend income to the participants. A participant's basis in the shares so
purchased would be increased by the amount of the brokerage commissions included
in dividend income.
The dividend income received by a corporate stockholder generally is eligible
for a 70% dividends received deduction if the shares are held for more than 45
days during the 90 day period beginning on the date which is 45 days before the
ex-dividend date. However, the allowance of the dividends received deduction is
limited where the corporate stockholder incurs any debt which is directly
attributable to an investment in the stock.
You will not realize any taxable income upon the receipt of certificates for
whole shares credited to your account under the Plan. However, if you receive
cash for fractional shares credited to your account, you will realize gain or
loss. Gain or loss will also be realized by you upon the sale or exchange of
shares after withdrawal from the Plan. The amount of such gain or loss will be
the difference between the amount which you receive for each whole or fractional
share, and your tax basis. Any such gain or loss will be a capital gain or loss
if the shares sold were held as a capital asset. Such capital gain or loss will
be long term if you held the shares sold for more than one year, and otherwise
will be short term.
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A foreign stockholder who is a participant and whose dividends are subject to
United States income tax withholding will have the amount of the tax to be
withheld deducted from the dividends before reinvestment in additional shares.
The amount of the tax withheld will be treated as a dividend for federal income
tax purposes. The statements confirming purchases made for a foreign participant
will indicate that tax has been withheld.
The final statement received from the Plan Administrator during any calendar
year will include information for that year regarding total dividends paid on
shares held in your Plan account and the amount of any brokerage commissions
paid on your behalf. In addition, we will send you a statement at year end
showing total dividends paid on shares held of record. These statements should
be retained for tax reporting purposes.
For further information regarding the tax consequences of participation in the
Plan, you should consult with your own tax advisor.
Q31. Can a shareholder re-enter the Plan after withdrawing from the Plan?
Yes. You may re-enter the Plan by following the procedures applicable for
initial enrollment in the Plan. However, we reserve the right to reject any
authorization card from a previous participant in the event of excessive
enrollments and withdrawals.
Q32. What is the responsibility of Lakeland Bancorp and the Plan
Administrator?
Lakeland Bancorp and the Plan Administrator will not be liable for any act or
omission done in good faith in administering the Plan, including without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon a participant's death prior to receipt of notice in
writing of such death and any claim of liability with respect to the prices at
which shares are purchased for participants' accounts or the times such
purchases are made.
Neither Lakeland Bancorp nor the Plan Administrator can assure you of a profit
or protect you against a loss on the shares purchased under the Plan.
Q33. May the Plan be changed or discontinued?
Yes. We reserve the right at any time to suspend, modify or terminate the Plan
or any feature of the Plan, including the optional cash payment feature and the
dividend reinvestment feature. In addition, we reserve the right at any time to
suspend, modify or terminate participation in the Plan by any participant. All
participants affected by such action will receive notice of the suspension,
modification or termination. Our right to modify the Plan includes the right to
increase or decrease the minimum and maximum amounts of optional cash payments
which may be made under the Plan and to impose fees in connection with
participation in the Plan. Revisions in such minimum and maximum amounts and in
the fee structure of the Plan will only be made upon 30 days' prior notice to
participants. Any such suspension, modification or termination will not affect
previously executed transactions. Upon a termination of the Plan by us,
certificates for whole shares credited to participants' accounts will be issued,
and cash
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payments will be made for any fractions of a share credited to participants'
accounts. Such cash payments will be based on the Market Price of our common
stock on the effective date of termination.
Q34. Who interprets the Plan?
Lakeland Bancorp will interpret and regulate the Plan. All of our
interpretations and regulations will be conclusive.
Q35. Where should correspondence regarding the Plan be directed?
All correspondence regarding the Plan should be addressed to:
First City Transfer Company
P.O. Box 170
Iselin, New Jersey 08830
(please include a reference to Lakeland Bancorp, Inc.)
USE OF PROCEEDS
We have no basis for estimating precisely either the number of shares
of our common stock that ultimately will be originally issued by us or the
prices at which such shares will be sold. We propose to use the net proceeds
from the sale of such shares, when and as received, for general corporate
purposes, including investments in, or extensions of credit to, our bank
subsidiary. We are unable to estimate the amount of the proceeds which will be
devoted to any specific purpose.
LEGAL OPINION
The legality of the shares of our common stock offered by this
prospectus will be passed upon for us by Lowenstein Sandler PC, 65 Livingston
Avenue, Roseland, New Jersey 07068.
EXPERTS
Our consolidated financial statements as of December 31, 2001 and 2000
and for each of the three years ended December 31, 2001 appearing in our Annual
Report on Form 10-K for the year ended December 31, 2001, which are incorporated
by reference in this prospectus, have been audited by Grant Thornton LLP, whose
report is incorporated by such reference in this prospectus and given upon their
authority as experts in accounting and auditing.
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 14A:3-5 of the New Jersey Business Corporation Act empowers us
to indemnify past and current directors and officers against liabilities and
expenses under certain circumstances. Our Bylaws and Certificate of
Incorporation, as amended, provide for indemnification and exculpation of
directors and officers by us to the fullest extent permitted by law.
We have purchased insurance policies which will pay on behalf of any of
our directors or officers any loss (within limits and subject to applicable
deductible provisions under such policies) arising out of certain claims made
against such person by reason of any wrongful act taken, omitted or attempted by
such person in such person's capacity as a director or officer, including, among
other things, any misleading statement or omission or other matter claimed
against such person solely by reason by such person's being a director or
officer.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
Lakeland Bancorp pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the act and is therefore unenforceable.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth estimated expenses expected to be
incurred in connection with the issuance and distribution of the securities
being registered:
SEC filing fee .............................. $ 657
Printing fees ............................... *2,000
Legal fees and expenses ..................... *15,000
Accounting fees ............................. *3,000
Mailing expenses ............................ *3,200
Miscellaneous ............................... *1,143
---------
Total .................................. *$25,000
_____________
*Estimated
Item 15. Indemnification of Directors and Officers.
Our Bylaws contain the following provisions regarding indemnification:
"Any person and his or her heirs, executors, or
administrators, may be indemnified or reimbursed by the
Corporation for reasonable expenses actually incurred in
connection with any threatened, pending or completed action,
suit or proceeding, civil, administrative, investigative or
criminal, in which any of them shall have been made a party by
reason of a person being or having been a director, officer,
or employee of the Corporation or of any firm, corporation, or
organization which that person served in any such capacity at
the request of the Corporation; provided, that person acted in
good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the corporation and
with respect to criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful
and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding which has been made the subject of
a compromise settlement except with the approval of a court of
competent jurisdiction, or the holders of record of a majority
of the outstanding shares of the Corporation, or the Board of
Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit, or proceeding
constituting a majority of the whole number of Directors. The
foregoing right of indemnification or reimbursement shall not
be exclusive of other
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rights to which such a person and his or her heirs, executors,
or administrators may be entitled as a matter of law.
The Corporation may, upon the affirmative vote of a majority
of its Board of Directors, purchase insurance for the purpose
of indemnifying its Directors, officers, and other employees
to the extent that such indemnifications are allowed in the
preceding paragraph. Such insurance may, but need not, be for
the benefit of all Directors, officers, or employees."
Section 14A:3-5(2) of the New Jersey Business Corporation Act (the
"Act") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a corporate agent (i.e., a director,
officer, employee or agent of the corporation or a director, officer, trustee,
employee or agent of another related corporation or enterprise), against
reasonable costs (including attorneys' fees), judgments, fines, penalties and
amounts paid in settlement incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceedings, had no
reasonable cause to believe that the conduct was unlawful.
Section 14A:3-5(3) of the Act empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him or her in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of the fact that he or she is or was a corporate agent, if he or
she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation. However, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Superior Court of New Jersey or the court in which such action
or suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 14A:3-5(4) of the Act provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) incurred by him or her in connection therewith. Section 14A:3-5(8)
provides that the indemnification provided for by Section 14A:3-5 shall not be
deemed exclusive of any rights to which the indemnified party may be entitled,
with certain exceptions. Section 14A:3-5(9) empowers a corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or expenses incurred by him or her in
any such capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities and expenses under Section 14A:3-5.
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Lakeland's Certificate of Incorporation contains the following
provisions regarding certain limitations on the liability of directors:
"Directors of the Corporation, to the fullest extent permitted
by the New Jersey Business Corporation Act, as now or
hereafter in effect, and any successor statute, shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or its
shareholders. Also, any expenses incurred by a Director in
connection with a proceeding involving the Director may be
paid by the Corporation in advance of final disposition of the
proceeding, provided the Director undertakes to repay such
amount unless it shall ultimately be determined that he or she
is entitled to indemnification."
Lakeland currently maintains directors' and officers' liability
coverage which will insure Lakeland's directors and officers and the directors
and officers of its subsidiaries in certain circumstances.
Item 16. List of Exhibits.
4.1 Registrant's Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.
4.2 Registrant's Bylaws are incorporated by reference to Exhibit 4.2
of the Registrant's Annual Report on Form 10-K for the year ended December 31,
2001.
4.3 Lakeland Bancorp Inc. Automatic Dividend Reinvestment and Stock
Purchase Plan, as amended.
4.4 Form of Authorization Card.
5.1 Opinion of Lowenstein Sandler PC.
23.1 Consent of Grant Thornton LLP.
23.5 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
24.1 Power of Attorney.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post -
-II-3-
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 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.
-II-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Oak Ridge, State of New Jersey, on the first day
of May, 2002.
LAKELAND BANCORP, INC.
By: /s/ Roger Bosma
------------------------
Roger Bosma
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
Signature Capacity Date
--------- -------- ----
*/s/ Bruce G. Bohuny Director May 1, 2002
- ----------------------------------------
(Bruce G. Bohuny)
/s/ Roger Bosma Director, Chief Executive May 1, 2002
- ----------------------------------------
(Roger Bosma) Officer and President
*/s/ Mary Ann Deacon Director May 1, 2002
- ----------------------------------------
(Mary Ann Deacon)
*/s/ John W. Fredericks Director May 1, 2002
- ----------------------------------------
(John W. Fredericks)
*/s/ Mark J. Fredericks Director May 1, 2002
- ----------------------------------------
(Mark J. Fredericks)
*/s/ George H. Guptill, Jr. Director May 1, 2002
- ----------------------------------------
(George H. Guptill, Jr.)
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*/s/ Paul P. Lubertazzi Director May 1, 2002
- ----------------------------------------
(Paul P. Lubertazzi)
*/s/ Robert B. Nicholson Director May 1, 2002
- ----------------------------------------
(Robert B. Nicholson)
*/s/Joseph P. O'Dowd Director May 1, 2002
- ----------------------------------------
(Joseph P. O'Dowd)
Director May 1, 2002
________________________________________
(Charles L. Tice)
Director May 1, 2002
________________________________________
(Arthur L. Zande)
*/s/ Stephen R. Tilton, Sr. Director May 1, 2002
- ----------------------------------------
(Stephen R. Tilton, Sr.)
*/s/ Joseph F. Hurley Executive Vice President and May 1, 2002
- ----------------------------------------
(Joseph F. Hurley) Chief Financial Officer
*By: /s/ Roger Bosma
-------------------------------------------
Roger Bosma
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Registrant's Certificate of Incorporation, as amended
(incorporated by reference)
4.2 Registrant's Bylaws (incorporated by reference)
4.3 Lakeland Bancorp Inc. Automatic Dividend Reinvestment
and Stock Purchase Plan, as amended.
4.4 Form of Authorization Card
5.1 Opinion of Lowenstein Sandler PC
23.1 Consent of Grant Thornton LLP
23.5 Consent of Lowenstein Sandler PC is included in Exhibit 5.1
24.1 Power of Attorney
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