As filed with the Securities and Exchange Commission on
March 31, 2009
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CORNERSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
80-0282551
(I.R.S. Employer Identification No.)
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054
(Address of principal executive offices)
CORNERSTONE FINANCIAL CORPORATION
2000 STOCK OPTION PLAN A AND 2000 STOCK OPTION PLAN B
(Full title of the plan)
GEORGE W. MATTEO, JR.
CORNERSTONE FINANCIAL CORPORATION
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054
(Name and address of agent for service)
(856) 439-0300
(Telephone number, including area code of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer" "accelerated filer" and "smaller
reporting company" in rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company [X]
(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of Registration
be Registered Registered Offering Price Per Aggregate Offering Fee
Share (2) Price
- --------------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share and
interests of 77,382 (1) $4.00 $309,528 $17.27
participation in the
Plan
====================================================================================================================
(1) Maximum number of shares authorized for issuance pursuant to the
Registrant's 2000 Stock Option Plan A and 2000 Stock Option Plan B
(collectively, the "Plans"). 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 the Plans.
(2) Estimated solely for the purpose of calculating the registration
fee and based upon the last sale reported for the Registrant's stock as of March
25, 2009 in accordance with Rule 457(h)(1).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the Company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is http://www.sec.gov.
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the audited financial statements of the Registrant as of
and for the year ended December 31, 2008 on Form 10-K filed
with the SEC on March 30, 2009; and
(b) the description of the Registrant's Common Stock, no par
value per share, contained in the Registrant's Current Report
on Form 8-K, as filed with the SEC on February 2, 2009, to
register the Common Stock under Section 12(g) of the Exchange
Act.
In addition, all documents subsequently filed by the Company with the
SEC pursuant to Sections 12, 13(a), 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 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.
3
Item 6. Indemnification of Directors and Officers.
Article VI of the Company's Certificate of Incorporation provides as
follows:
Subject to the following, a director or officer of the Company
shall not be personally liable to the Company or its shareholders for
damages for breach of any duty owed to the Company or its shareholders.
The preceding sentence shall not relieve a director or officer from
liability for any breach of duty based upon an act or omission (i) in
breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation
of law, or (iii) resulting in receipt by such person of an improper
personal benefit. If the New Jersey Business Company Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors or officers, then the liability of a director or
officer or both of the Company shall be eliminated or limited to the
fullest extent permitted by the New Jersey Business Company Act as so
amended. Any amendment to the Certificate of Incorporation, or change
in law which authorizes this paragraph, shall not adversely affect any
then existing right or protection of a director or officer of the
Company.
Article VII of the Company's Certificate of Incorporation provides as follows:
The Company 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 Company 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 fullest 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 Company 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 Company would have the power to indemnify them
against such liability under the provisions of this article.
The Company 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 Company 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.
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Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
-------- ----------------------
4.1 2000 Stock Option Plan A (1)
4.2 2000 Stock Option Plan B (1)
5 Opinion of Windels Marx Lane & Mittendorf,
LLP
23(a) Consent of KPMG LLP
23(b) Consent of Windels Marx Lane & Mittendorf,
LLP (included in the Opinion filed as
Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibit 10(b) to the
Registrant's Current Report on Form 8-K, as filed with the SEC
on February 2, 2009.
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 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned company 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 company pursuant to the foregoing provisions, or otherwise, the
company 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 of 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 Township of Mt. Laurel, State of New Jersey, on the 30th day
of March, 2009. Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
CORNERSTONE FINANCIAL CORPORATION
Name Title Date
/s/ George W. Matteo, Jr Chairman of the Board, President and
- ------------------------------------------------- Chief Executive Officer
George W. Matteo, Jr. (Principal Executive Officer) March 30, 2009
Executive Vice President and
Chief Financial Officer
/s/ Keith Winchester (Principal Financial and Accounting Officer)
- -------------------------------------- March 30, 2009
Keith Winchester
/s/ J. Mark Baiada
- -------------------------------------- Director March 30, 2009
J. Mark Baiada
/s/ J. Richard Carnall
- -------------------------------------- Director March 30, 2009
J. Richard Carnall
/s/ Gaetano P. Giordano
- -------------------------------------- Director March 30, 2009
Gaetano P. Giordano
/s/ Robert A. Kennedy, Jr.
- -------------------------------------- Director March 30, 2009
Robert A. Kennedy, Jr.
/s/ Ronald S. Murphy
- -------------------------------------- Director March 30, 2009
Ronald S. Murphy
/s/ Bruce Paparone
- -------------------------------------- Director March 30, 2009
Bruce Paparone
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8
OF CORNERSTONE FINANCIAL CORPORATION
Exhibit
Number Description of Exhibit
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4.1 2000 Stock Option Plan A (1)
4.2 2000 Stock Option Plan B (1)
5 Opinion of Windels Marx Lane & Mittendorf, LLP
23(a) Consent of KPMG LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP
(included in the Opinion filed as Exhibit 5 hereto)
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(1) Incorporated by reference from Exhibit 10(b) to the
Registrant's Current Report on Form 8-K, as filed with the SEC
on February 2, 2009.