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As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OCEAN FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 22-3412577
(state or other (Primary Standard (IRS Employer
jurisdiction Classification Code Number) Identification No.)
of incorporation or
organization)
975 HOOPER AVENUE
TOMS RIVER, NEW JERSEY 08753-8396
(908) 240-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RETIREMENT PLAN FOR OCEAN FEDERAL SAVINGS BANK
(Full Title of the Plan)
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JOHN R. GARBARINO COPIES TO:
CHAIRMAN OF THE BOARD, JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP. MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE 5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396 WASHINGTON, DC 20016
(908) 240-4500 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, check the following box. / X /
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<TABLE>
<CAPTION>
================================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered Price Per Share(1) Offering Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 63,039 Shares $33 5/16 $2,100,000 $636
Participation
Interests (3) (4)
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(1) The closing price of the common stock of Ocean Financial Corp. (the "Common Stock") on the Nasdaq
National Market on August 18, 1997 in accordance with Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(4) The securities of Ocean Financial Corp. (the "Company") to be purchased by the Retirement Plan of Ocean
Federal Savings Bank are included in the amount shown for Common Stock. Accordingly, pursuant to
Rule 457(H)(2), no separate fee is required for the participation interests. In accordance with Rule
457(h) under the Securities Act, the registration fee has been calculated on the basis of the number of
shares of Common Stock that may be purchased with the current assets of such Plan.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 12
Exhibit Index begins on Page 10
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OCEAN FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Retirement Plan
for Ocean Federal Savings Bank ("401(k) Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 401(k)
Plan as specified by Rule 428(b)(1). Such document is not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, which includes the consolidated statements of financial
condition of the Company and subsidiary as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, together with the related notes (File No. 0-27428) filed with the SEC on
March 25, 1997.
(b) The 401(k) Plan's annual report on Form 11-K for the fiscal
year ended December 31, 1996, which includes the statements of net assets
available for plan benefits of the 401(k) Plan as of December 31, 1996 and 1995,
and the related statements of changes in net assets available for plan benefits
for the years then ended, together with the related notes (File No. 0-27428)
filed with the SEC on June 26,1997.
(c) The Form 10-Q reports filed by the Company for the fiscal
quarters ended March 31, 1997 (File No. 0-27428), filed with the SEC on May 15,
1997, and June 30, 1997, filed with the SEC on August 14, 1997.
(d) The description of Company's Common Stock contained in
Registrant's Form 8-A (File No. 0-27428), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder on May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.
(e) All documents filed by the Registrant and the 401(k) Plan,
where applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange
Act after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or 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
The Common Stock to be offered pursuant to the 401(k) Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The consolidated statements of financial condition of the Company and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1996, together with the
related notes and the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing.
The statements of net assets available for plan benefits of the 401(k)
Plan as of December 31, 1996 and 1995, and the related statements of changes in
net assets available for plan benefits for the years then ended, together with
the related notes and the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to
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proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that; and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
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E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
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A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Ocean Financial Corp.1
5
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8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the plan.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 33-80123), as amended,
filed the SEC on December 7, 1995 and declared effective on May 13, 1996.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
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(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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 that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 will be governed by the final adjudication of
such issue.
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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Ocean Financial
Corp. 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 Toms River, State of New Jersey, on August 22, 1997.
OCEAN FINANCIAL CORP.
By: /s/ John R. Garbarino
-------------------------------------
John R. Garbarino
Chairman of the Board,
President and Chief Executive Officer
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 dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Garbarino) constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby constitutes and appoints Michael J. Fitzpatrick, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his name, place and stead, in any and
all capacities to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
---- ----- ----
/s/ John R. Garbarino Chairman of the Board, President August 22, 1997
- -------------------------- and Chief Executive Officer
John R. Garbarino (principal executive officer)
/s/ Michael J. Fitzpatrick Executive Vice President August 22, 1997
- -------------------------- and Chief Financial Officer
Michael J. Fitzpatrick principal accounting and
financial officer)
/s/ Michael E. Barrett Director August 22, 1997
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Michael E. Barrett
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/s/ Thomas F. Curtin Director August 22, 1997
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Thomas F. Curtin
/s/ Carl Feltz, Jr. Director August 22, 1997
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Carl Feltz, Jr.
/s/ Robert E. Knemoller Director August 22, 1997
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Robert E. Knemoller
/s/ Donald E. McLaughlin Director August 22, 1997
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Donald E. McLaughlin
/s/ Diane F. Rhine Director August 22, 1997
- --------------------------
Diane F. Rhine
/s/ Frederick E. Schlosser Director August 22, 1997
- --------------------------
Frederick E. Schlosser
/s/ James T. Snyder Director August 22, 1997
- --------------------------
James T. Snyder
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toms River, State of New Jersey, on August 22, 1997.
Retirement Plan for Ocean Federal Savings Bank
By: /s/ John R. Garbarino
----------------------------------------
John R. Garbarino
Plan Administrator
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------ -------------------------------------- ------------
<S> <C> <C> <C>
4 Stock Certificate Incorporated herein by reference from --
of Ocean Financial the Exhibits of the Registrant's
Corp. Registration Statement of Form S-1
filed with the SEC on December 7, 1995
and declared effective on May 13, 1996.
23.1 Consent of KPMG Filed herewith. 12
Peat Marwick LLP
24 Power of Attorney Located on the signature page. --
</TABLE>
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EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP
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INDEPENDENT ACCOUNTANTS' CONSENT
--------------------------------
The Board of Directors
Ocean Financial Corp.
We consent to incorporation by reference in the Registration Statement on Form
S-8, pertaining to the Retirement Plan for Ocean Federal Savings Bank, of Ocean
Financial Corp., of our report dated June 6, 1997, relating to the statements of
net assets available for plan benefits of the Retirement Plan for Ocean Federal
Savings Bank, as of December 31, 1996 and 1995 and the related statements of
changes in net assets available for plan benefits for the years then ended,
which report appears in the December 31, 1996 Annual Report on Form 11-K of
Ocean Financial Corp.
We also consent to incorporation by reference in the above noted Registration
Statement of our report dated January 21, 1997, relating to the consolidated
statements of financial condition of Ocean Financial Corp. and subsidiary as of
December 31, 1996 and 1995 and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears in the December
31, 1996 Annual Report on Form 10-K of Ocean Financial Corp.
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
August 14, 1997
