As filed with the Securities and Exchange Commission on July 5, 2006
Registration No. 333-_____
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UNITED STATES
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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BOARDWALK BANCORP, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 20-4392739
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
201 Shore Road
Linwood, New Jersey 08221
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(Address and zip code of Principal Executive Offices)
Boardwalk Bank 2000 Director Stock Option Plan
Boardwalk Bank 2000 Stock Option Plan
Boardwalk Bancorp, Inc. 2006 Stock Incentive Plan
Boardwalk Bancorp, Inc. Employee Stock Purchase Plan
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(Full title of the plan)
Michael D. Devlin
President and Chief Executive Officer
Boardwalk Bancorp, Inc.
201 Shore Road
Linwood, New Jersey 08221
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(Name and Address of agent for service)
(609) 601-0600
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(Telephone number, including area code, of agent for service)
Copies to:
David W. Swartz, Esquire Stevens &
Lee, P.C.
111 North Sixth Street
Reading, Pennsylvania 19603
(610) 478-2000
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered (1) per share offering price registration fee
------------- -------------- --------- -------------- ----------------
Common stock, par value
$5.00 per share 922,395 (2) $16.55 (3) $15,265,637.25 $1,633.42
(1) Pursuant to Rule 416, this Registration Statement covers, in addition
to the number of shares stated herein, an indeterminate number of
shares which may be subject to grant or otherwise issuable by reason of
stock splits, stock dividends, or similar transactions.
(2) Based on the maximum number of shares of the Registrant's common stock,
par value $5.00 per share, authorized for issuance under the Boardwalk
Bancorp, Inc. 2006 Stock Incentive Plan and the Boardwalk Bancorp, Inc.
Employee Stock Purchase Plan set forth above and includes shares of the
Registrant's common stock issuable upon exercise of outstanding stock
options previously granted by Boardwalk Bank (the "Bank") pursuant to
the Boardwalk Bank 2000 Director Stock Option Plan and the Boardwalk
Bank 2000 Stock Option Plan, which plans and options were assumed by
the Registrant in connection with the holding company reorganization
contemplated by the Plan of Acquisition, dated as of February 22, 2006,
by and between the Registrant and the Bank.
(3) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
calculating the amount of the registration fee based upon the average
of the high and low prices for a share of the registrant's common stock
on June 29, 2006.
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Explanatory Note
On July 1, 2006, the Registrant acquired all of the outstanding capital
stock of the Bank as a the result of the reorganization of the Bank into a bank
holding company structure. In connection with the reorganization, certain
options previously granted under the Boardwalk Bank 2000 Director Stock Option
Plan and the Boardwalk Bank 2000 Stock Option Plan (collectively, the "Bank
Option Plans"), which were exercisable to purchase the Bank's common stock, were
assumed by the Registrant and are now exercisable to purchase the Registrant's
common stock. This Registration Statement is being filed with respect to the
shares of the Registrant's common stock issuable under options outstanding under
the Bank Option Plans in addition to shares issuable under the Boardwalk
Bancorp, Inc. 2006 Stock Incentive Plan and the Boardwalk Bancorp, Inc. Employee
Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act and Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In this Registration Statement, "we," "us," and "our" refer to
Boardwalk Bancorp, Inc.
The following documents, which provide certain information about us,
are incorporated by reference in this Registration Statement and made a part
hereof:
(a) the Annual Report on Form 10-K for the fiscal year ended December
31, 2005, as filed with the Federal Deposit Insurance Corporation;
(b) the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2006, as filed with the Federal Deposit Insurance
Corporation;
(c) the Current Report on Form 8-K filed with the SEC on July 5, 2006;
(d) The description of our common stock set forth in our Registration
Statement on pages 35 through 36 of Form S-4, as amended (Reg. No.
333-132195), filed with the SEC on March 22, 2006, pursuant to
which the Registrant registered the Common Stock pursuant under
Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description; and
(e) all other documents filed by us after the date of this
Registration Statement under Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the Registration Statement that
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
part of this Registration Statement from the date of filing of
such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall 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 that also is or is deemed to be
incorporated by reference herein modifies or supersedes 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The certificate of incorporation of the Registrant provides for the
elimination of liability of its directors and officers for damages to the
fullest extent permitted by New Jersey law.
The New Jersey Business Corporation Act (the "Act") empowers a
corporation to indemnify a corporate agent against his expenses and liabilities
incurred in connection with any proceeding (other than a derivative lawsuit)
involving the corporate agent by reason of his being or having been a corporate
agent if (a) the agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
(b) with respect to any criminal proceeding, the corporate agent had no
reasonable cause to believe his conduct was unlawful. For purposes of the Act,
the term "corporate agent" includes any present or former director, officer,
employee or agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other enterprise.
With respect to any derivative action, a corporation is empowered to
indemnify a corporate agent against his expenses (but not his liabilities)
incurred in connection with any proceeding involving the corporate agent by
reason of his being or having been a corporate agent if the agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, only the court in which the proceeding
was brought can empower a corporation to indemnify a corporate agent against
expenses with respect to any claim, issue or matter as to which the agent was
adjudged liable for negligence or misconduct.
The corporation may indemnify a corporate agent in a specific case if a
determination is made by any of the following that the applicable standard of
conduct was met: (i) the board of directors, or a committee thereof, acting by a
majority vote of a quorum consisting of disinterested directors; (ii) by
independent legal counsel, if there is not a quorum of disinterested directors
or if the disinterested quorum empowers counsel to make the determination; or
(iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to the
extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay a corporate agent's expenses if the
corporate agent agrees to repay the expenses unless it is ultimately determined
he is entitled to indemnification.
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The Registrant maintains a liability insurance policy providing
coverage for the directors and officers of the Registrant and its subsidiaries,
including Boardwalk Bank.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibits:
Number Description
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3.1 Certificate of Incorporation of the Registrant, as
presently in effect (incorporated by reference to Exhibit
B to Registrant's Registration Statement on Form S-4, as
amended (Reg. No. 333-132195), filed on March 22, 2006).
3.2 Bylaws of the Registrant, as presently in effect
(incorporated by reference to Exhibit C to Registrant's
Registration Statement on Form S-4, as amended (Reg. No.
333-132195), filed on March 22, 2006).
5.1 Opinion and consent of Stevens & Lee.
10.1 Boardwalk Bank 2000 Stock Option Plan (incorporated by
reference to Exhibit E to Registrant's Registration
Statement on Form S-4, as amended (Reg. No. 333-132195),
filed on March 3, 2006).
10.2 Boardwalk Bank 2000 Director Stock Option Plan
(incorporated by reference to Exhibit E to Registrant's
Registration Statement on Form S-4, as amended (Reg. No.
333-132195), filed on March 3, 2006).
10.3 Boardwalk Bancorp, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit E to Registrant's
Registration Statement on Form S-4, as amended
(Reg. No. 333-132195), filed on March 22, 2006).
10.4 Boardwalk Bancorp, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Exhibit F to
Registrant's Registration Statement on Form S-4, as
amended (Reg. No. 333-132195), filed on March 22, 2006).
23.1 Consent of KPMG LLP.
23.2 Consent of Stevens & Lee (included in Exhibit 5.1).
24.1 Powers of Attorney of Directors and Officers
(included on signature page).
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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:
(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 information required to be included in a post-effective amendment
by these paragraphs is contained in 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.
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(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 Securities Act of 1933 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Linwood, State of New Jersey, on July 3, 2006.
BOARDWALK BANCORP, INC.
/s/ Michael D. Devlin
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Michael D. Devlin
Chairman, President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael D. Devlin, Wayne S. Hardenbrook
or David W. Swartz, Esquire, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and resubstitution of
him and in his name, place and stead, in any and all capacity, to sign any or
all amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with 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 dates stated.
Signatures Title Date
---------- ----- ----
/s/ Michael D. Devlin Chairman, President and Chief July 3, 2006
- ------------------------------------------- Executive Officer
Michael D. Devlin
/s/ Wayne S. Hardenbrook Executive Vice President and Chief July 3, 2006
- ------------------------------------------- Financial Officer (Principal Accounting
Wayne S. Hardenbrook and Financial Officer)
/s/ Mark A. Benevento Director July 3, 2006
- -------------------------------------------
Mark A. Benevento
/s/ Joseph M. Brennan Director July 3, 2006
- -------------------------------------------
Joseph M. Brennan
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/s/ Rudolph M. Chiorazzo Director July 3, 2006
- -------------------------------------------
Rudolph M. Chiorazzo
/s/ Arthur R. Coslop Director July 3, 2006
- -------------------------------------------
Arthur R. Coslop
/s/ Agostino R. Fabietti Director July 3, 2006
- -------------------------------------------
Agostino R. Fabietti
/s/ James L. Fraser Director July 3, 2006
- -------------------------------------------
James L. Fraser
/s/ Arthur J. Galetta Director July 3, 2006
- -------------------------------------------
Arthur J. Galetta
/s/ Thomas L. Glenn, III Director July 3, 2006
- -------------------------------------------
Thomas L. Glenn, III
/s/ Roy Goldberg Director July 3, 2006
- -------------------------------------------
Roy Goldberg
/s/ Carol Nugent Harris Director July 3, 2006
- -------------------------------------------
Carol Nugent Harris
/s/ Patricia C. Koelling Director July 3, 2006
- -------------------------------------------
Patricia C. Koelling
/s/ Thomas S. Rittenhouse Director July 3, 2006
- -------------------------------------------
Thomas S. Rittenhouse
/s/ Thomas K. Ritter Director July 3, 2006
- -------------------------------------------
Thomas K. Ritter
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EXHIBIT INDEX
Number Description
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3.1 Certificate of Incorporation of the Registrant, as
presently in effect (incorporated by reference to Exhibit
B to Registrant's Registration Statement on Form S-4, as
amended (Reg. No. 333-132195), filed on March 22, 2006).
3.2 Bylaws of the Registrant, as presently in effect
(incorporated by reference to Exhibit C to Registrant's
Registration Statement on Form S-4, as amended
(Reg. No. 333-132195), filed on March 22, 2006).
5.1 Opinion and consent of Stevens & Lee.
10.1 Boardwalk Bank 2000 Stock Option Plan (incorporated by
reference to Exhibit E to Registrant's Registration
Statement on Form S-4, as amended (Reg. No. 333-132195),
filed on March 3, 2006).
10.2 Boardwalk Bank 2000 Director Stock Option Plan
(incorporated by reference to Exhibit E to Registrant's
Registration Statement on Form S-4, as amended (Reg. No.
333-132195), filed on March 3, 2006).
10.3 Boardwalk Bancorp, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit E to Registrant's
Registration Statement on Form S-4, as amended
(Reg. No. 333-132195), filed on March 22, 2006).
10.4 Boardwalk Bancorp, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Exhibit F to Registrant's
Registration Statement on Form S-4, as amended
(Reg. No. 333-132195), filed on March 22, 2006).
23.1 Consent of KPMG LLP.
23.2 Consent of Stevens & Lee (included in Exhibit 5.1).
24.1 Powers of Attorney of Directors and Officers
(included on signature page).
8