As filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUMMIT BANCORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices) (Zip Code)
CONVERTED COLLECTIVE BANCORP, INC. STOCK OPTION PLAN
OF
SUMMIT BANCORP.
(Full title of the plan)
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, N.J. 08543-2066
(Name and address of agent for service)
(609) 987-3430
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 54,117 $ 3.5615 $192,737.70
$1.20 par value 17,900 $ 3.7011 $66,249.69
(and associated stock 10,740 $ 3.7710 $40,500.54
purchase rights)(1) 1,790 $ 3.9804 $7,124.92
3,580 $ 5.3771 $19,250.02
37,696 $14.8045 $558,070.43
29,084 $17.4581 $507,751.38
2,685 $19.5531 $52,500.07
48,847 $20.3911 $996,044.06
24,767 $20.6704 $511,943.80
1,110 $21.9274 $24,399.41
1,790 $22.3464 $40,000.06
1,790 $22.7654 $40,750.07
895 $22.9050 $20,499.98
2,008 $23.4637 $47,115.11
4,830 $27.7933 $134,241.64
24,271 $31.4246 $762,706.47
------------ -------------
267,900 $ 4,021,824.34 $1,218.74
<FN>
(1) Prior to the occurrence of certain events, the stock purchase rights will
not be evidenced separately from the common stock.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted by the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted as permitted by the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Summit Bancorp. ("Summit" or the "Company"), the Registrant, hereby
incorporates by reference in this Registration Statement the following documents
filed with the Securities and Exchange Commission (the "SEC"):
(a) Summit's Annual Report on Form 10-K filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year
ended December 31, 1996;
(b) Summit's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1997 and June 30, 1997.
(c) Summit's Current Reports on Form 8-K dated February 27, 1997, March 7,
1997, April 30, 1997, July 28, 1997, August 1, 1997, and August 20, 1997; and
(d) The description of the Common Stock of Summit contained in Summit's
Registration Statement on Form 10 dated August 31, 1970 as supplemented by the
Registration Statement on Form 8-A filed August 28, 1989, filed pursuant to
Section 12(b) of the Exchange Act, including all amendments thereto and reports
filed under the Exchange Act for the purpose of updating such description (File
No. 1-6451).
All documents filed by Summit with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which
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<PAGE>
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall likewise be deemed to be incorporated
herein by reference and to be a part hereof from and as of the respective dates
of filing of such documents.
Item 4. Description of Securities.
This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of Summit. As of September 2, 1997 Mr.
Ober beneficially owned 26,705 shares of Common Stock and options to purchase
79,279 shares of Common Stock at a weighted average exercise price of $23.01.
The consolidated financial statements of Summit and subsidiaries as of
December 31, 1996 and 1995 and for each of the years in the three-year period
ended December 31, 1996, included in Summit's Annual Report on Form 10-K for the
year ended December 31, 1996, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of Collective Bancorp, Inc. and
subsidiary as of June 30, 1996 and for the year then ended included in Summit's
Report on Form 8-K dated July 28, 1997 incorporated by reference herein and
included in Collective Bancorp's Annual Report on Form 10-K for the year ended
June 30, 1996, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Collective Bancorp, Inc. and
subsidiary as of June 30, 1995 and for each of the two years in the period then
ended included in Summit's Report on Form 8-K dated July 28, 1997, incorporated
by reference herein, have been audited by Deloitte & Touche LLP, independent
certified public accountants, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon such report
given upon the authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:
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Section 5. Indemnification and Insurance. (a) Each person who was or is
made a party or is threatened to be made a party to or is involved in any
proceeding, by reason of the fact that he or she is or was a corporate agent of
the Corporation, whether the basis of such proceeding is alleged action in an
official capacity as a corporate agent or in any other capacity while serving as
a corporate agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the laws of the State of New Jersey 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses and liabilities in connection therewith
and such indemnification shall continue as to a person who has ceased to be a
corporate agent and shall inure to the benefit of such corporate agent's heirs,
executors, administrators and other legal representatives; provided, however,
that except as provided in Section 5(c) of this By-Law, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors. The right to
indemnification conferred in this By-Law shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such advances
to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that the advancement
of counsel fees to a claimant other than a claimant who is or was a director or
Executive Vice President or higher ranking officer of the Corporation shall be
made only when the Board of Directors or the General Counsel of the Corporation
determines that arrangements for counsel are satisfactory to the Corporation;
and provided, further, that if the laws of the State of New Jersey so require,
the payment of such expenses incurred by a corporate agent in such corporate
agent's capacity as a corporate agent (and not in any other capacity in which
service was or is rendered by such person while a corporate agent, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking by or on behalf of such corporate agent to repay all amounts
so advanced if it shall ultimately be determined that such corporate agent is
not entitled to be indemnified under this By-Law or otherwise.
(b) To obtain indemnification under this By-Law, a claimant shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5(b), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by a claimant who
is or was a director of Executive Vice President or high ranking officers of
this Corporation, by independent counsel (as hereinafter defined) in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant; or (2) if the claimant is not a person described in Section 5(b)(1) or
is such a person and if no request is made by such a claimant for a
determination by independent counsel, (A) by the Board of Directors by a
majority vote of a quorum consisting of disinterested directors (as hereinafter
defined), or (B) if a quorum of the Board of Directors consisting of
disinterested directors is not obtainable or, even if obtainable, such quorum of
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<PAGE>
disinterested directors so directs, by independent counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant.
In the event the determination of entitlement to indemnification is to be made
by independent counsel at the request of the claimant, the independent counsel
shall be selected by the Board of Directors and paid by the Corporation. If it
is determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 20 days after such determination.
(c) If a claim under Section 5(a) of this By-Law is not paid in full by the
Corporation within thirty days after a written claim pursuant to Section 5(b) of
this By-Law has been received by the Corporation, the claimant may at anytime
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim, including attorney's
fees. It shall be a defense to any such act (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the laws of the State of New Jersey for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or independent counsel) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
claimant has met the applicable standard of conduct set forth in the laws of the
State of New Jersey, not an actual determination by the Corporation (including
its Board of Directors or independent counsel) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
(d) If a determination shall have been made pursuant to Section 5(b) of
this By-Law that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to Section 5(c) of this By-Law.
(e) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other rights which any person may have or
hereafter acquire under any statute, provisions of the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders or disinterested
directors or otherwise. No repeal or modification of this By-Law shall in any
way diminish or adversely affect the rights of any corporate agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.
(f) The Corporation may maintain insurance, at its expense, to protect
itself and any corporate agent of the corporation or other enterprise against
any expense or liability, whether or not the Corporation would have the power to
indemnify such person against such expense or liability under the laws of the
State of New Jersey.
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<PAGE>
(g) If any provision or provisions of this By-Law shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any section of this By-Law
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this By-Law (including, without limitation,
each such portion of any section of this By-Law containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
(h) For purposes of this By-Law:
(1) "disinterested director" means a director of the Corporation who
is not and was not a party to or otherwise involved in the matter
in respect of which indemnification is sought by the claimant.
(2) "independent counsel" means a law firm, a member of a law firm,
or an independent practitioner that is experienced in matters of
corporation law and shall include any person who, under the
applicable standards of professional conduct then prevailing,
would not have a conflict of interest in representing either the
Corporation or the claimant in an action to determine the
claimant's rights under this By-Law.
(3) "corporate agent" means any person who is or was a director,
officer, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation in a
consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any subsidiary of the
Corporation or of any other enterprise, serving as such at the
request of this Corporation, or of any such constituent
corporation, or the legal representative of any such director,
officer, trustee, employee or agent;
(4) "other enterprise" means any domestic or foreign corporation,
other than the Corporation, and any partnership, joint venture,
sole proprietorship, trust or other enterprise, whether or not
for profit, served by a corporate agent;
(5) "expenses" means reasonable costs, disbursements and counsel
fees;
(6) "liabilities" means amounts paid or incurred in satisfaction of
settlements, judgements, fines and penalties;
(7) "proceeding" means any pending, threatened or completed civil,
criminal, administrative, legislative, investigative or
arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action,
suit or proceeding; and
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(8) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a
person with respect to an employee benefit plan; and references
to "serving at the request of the indemnifying corporation"
include any service as a corporate agent which imposes duties on,
or involves services by, the corporate agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a
person who acts in good faith and in a manner the person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interest of the
corporation."
(i) Any notice, request or other communication required or permitted to be
given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by facsimile, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.
(j) This By-Law shall be implemented and construed to provide any corporate
agent described above who is found to have acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation the maximum indemnification, advancement of expenses, and
reimbursement for liabilities and expenses allowed by law.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the state of Summit's incorporation,
which permits the indemnification of officers and directors, under certain
circumstances and subject to specified limitations, against liability which any
officer or director may incur in such capacity.
Article 7 of Summit's Restated Certificate of Incorporation provides that:
Except to the extent prohibited by law, no Director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders
provided that a Director or officer shall not be relieved from liability for any
breach of duty based upon an act or omission (a) in breach of such persons duty
of loyalty to the Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt of an improper
personal benefit. Neither the amendment or repeal of this Article 7, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article 7, shall eliminate or reduce the effect of this
Article 7 in respect of any matter which occurred, or any cause of action, suit
or claim which but for this Article 7 would have accrued or arisen, prior to
such amendment, repeal or adoption.
Summit carries officers' and directors' liability insurance policies which
provide coverage against judgments, settlements and legal costs incurred because
of actual or asserted acts of such officers and directors of Summit arising out
of their duties as such, subject to certain exceptions,
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including, but not limited to, damages based upon illegal personal profits or
adjudicated dishonesty of the person seeking indemnification. The policies
provide coverage of $40,000,000 in the aggregate.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
This Registration Statement includes the following exhibits:
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 Converted Collective Bancorp, Inc. Stock Option Plan of
Summit Bancorp.
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of
Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP (Summit).
(c) Consent of KPMG Peat Marwick LLP (Collective).
(d) Consent of Deloitte & Touche LLP.
24 Power of Attorney (contained on the signature pages to this
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
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<PAGE>
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if
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 Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each 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 hereby which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, 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 that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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 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 Securities
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 West Windsor and the State of New Jersey on this
4th day of September, 1997.
SUMMIT BANCORP.
By: /s/ T. Joseph Semrod
--------------------------------------
T. Joseph Semrod
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 4th day of September, 1997
by the following persons in the capacities indicated.
Signatures Titles
/s/ T. Joseph Semrod Chairman of the Board
---------------------------- of Directors (Chief Executive Officer)
T. Joseph Semrod
/s/ Robert G. Cox President and Director
----------------------------
Robert G. Cox
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Signatures Titles
/s/ John R. Haggerty Senior Executive Vice
---------------------------- President-Finance
John R. Haggerty (Principal Financial Officer)
/s/ William J. Healy Executive Vice President
---------------------------- and Comptroller
William J. Healy (Principal Accounting Officer)
/s/ S. Rodgers Benjamin Director
----------------------------
S. Rodgers Benjamin
/s/ Robert L. Boyle Director
----------------------------
Robert L. Boyle
/s/ James C. Brady, Jr. Director
----------------------------
James C. Brady, Jr.
/s/ John G. Collins Director
----------------------------
John G. Collins
Director
----------------------------
T.J. Dermot Dunphy
/s/ Anne Evans Estabrook Director
----------------------------
Anne Evans Estabrook
/s/ Elinor J. Ferdon Director
----------------------------
Elinor J. Ferdon
/s/ Thomas H. Hamilton Director
----------------------------
Thomas H. Hamilton
/s/ Fred G. Harvey Director
----------------------------
Fred G. Harvey
/s/ John R. Howell Director
----------------------------
John R. Howell
/s/ Francis J. Mertz Director
----------------------------
Francis J. Mertz
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Signatures Titles
/s/ George L. Miles, Jr. Director
----------------------------
George L. Miles, Jr.
/s/ Henry S. Patterson II Director
----------------------------
Henry S. Patterson II
/s/ Raymond Silverstein Director
----------------------------
Raymond Silverstein
Director
----------------------------
Orin R. Smith
/s/ Joseph M. Tabak Director
----------------------------
Joseph M. Tabak
/s/ Douglas G. Watson Director
----------------------------
Douglas G. Watson
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 Converted Collective Bancorp, Inc. Stock Option Plan of
Summit Bancorp.
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of
Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP (Summit).
(c) Consent of KPMG Peat Marwick LLP (Collective).
(d) Consent of Deloitte & Touche LLP.
24 Power of Attorney (contained on the signature pages to this
Registration Statement).
13
[SUMMIT BANCORP LETTERHEAD]
Exhibit 5
September 2, 1997
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543
Re: Registration Statement on Form S-8 of Summit Bancorp. Relating to 267,900
Shares of Summit Bancorp. Common Stock Issuable in Connection with the
Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp.
Gentlemen:
This opinion is given in connection with the Registration Statement on Form
S-8 (the "Registration Statement") filed by Summit Bancorp. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to an aggregate of 267,900 shares of the Company's Common
Stock, par value $1.20 per share (the "Shares"), to be issued to holders of
stock options under the Converted Collective Bancorp, Inc. Stock Option Plan of
Summit Bancorp. (the "Plan") upon the exercise thereof. Such options were
originally granted to directors and employees of Collective Bancorp, Inc.
("Collective") under stock option plans of Collective and were converted into
options with respect to the Company's Common Stock in connection with the merger
of Collective with and into the Company, pursuant to an Agreement and Plan of
Merger dated February 27, 1997 as amended by Amendment No. 1 dated May 27, 1997.
I have acted as counsel for the Company in connection with the filing of
the Registration Statement. In so acting, I have made such investigation,
including the examination of originals or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and instruments as I
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth. In connection therewith I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
or photostatic copies. As to questions of fact material to such opinion, I have
relied upon representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares registered
pursuant to the Registration Statement and to be issued upon the exercise of
stock options under the Plan will, when issued in accordance with the Plan, be
validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to any and all references to me in the
Prospectus which is part of said Registration Statement, should there be any.
Very truly yours,
/s/ Richard F. Ober, Jr.
14
CONVERTED COLLECTIVE BANCORP, INC. STOCK OPTION PLAN
OF
SUMMIT BANCORP.
I. PURPOSE.
At the effective time of the merger of Collective Bancorp, Inc.
("Collective") into Summit Bancorp. (the "Merger") options granted under the
former Collective Bancorp, Inc. Incentive Stock Option Plan (the "Collective
Bancorp Plan"), or the former Collective Federal Savings and Loan Association
Stock Option Plan (the "Collective Federal Plan") (together, the "Collective
Plans") relating to the purchase of the Common Stock, par value $.01 per share,
of Collective were converted into options (individually, an "Option",
collectively, the "Options") relating to the purchase of the Common Stock, par
value $1.20 per share, of Summit Bancorp ("Summit"). The Converted Collective
Bancorp, Inc. Stock Option Plan of Summit Bancorp (the "Plan") exists solely to
administer the exercise of Options and consists principally of the
administrative terms of the Collective Plans. No grants may be made under the
Plan.
II. DEFINITIONS.
(a) Code. "Code" means the Internal Revenue Code of 1986, as amended.
(b) Collective Bancorp Options. "Collective Bancorp Options" are defined
to be options granted under the Collective Bancorp Plan which were outstanding
on the effective date of the Merger and currently represent Options.
(c) Collective Federal Options. "Collective Federal Options" are defined
to be options granted under the Collective Federal Plan which were outstanding
on the effective date of the Merger and currently represent Options.
(d) Committee. "Committee" is defined to mean the Compensation Committee
of the Board of Directors of Summit.
(e) Common Stock. "Common Stock" is defined to be the common stock, par
value $1.20 per share, of Summit.
(f) Disability. "disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an Optionee to perform the
work customarily assigned to him. Additionally, a medical doctor selected or
approved by the Committee must advise the Committee that it is either not
possible to determine when such disability will terminate or that it appears
probable that such disability will be permanent during the remainder of said
Optionee's lifetime.
<PAGE>
(g) Discharged for Cause. "Discharged for Cause" means the termination
upon an intentional failure to perform stated duties or breach of a fiduciary
duty involving personal dishonesty, which results in a substantial loss to
Summit or one of its affiliates or the willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order which results in substantial loss to Summit.
(h) Fair Market Value.
(1) "Fair Market Value" with respect to a share or shares of Common
Stock shall be determined as follows:
(A) Fair Market Value shall be determined in accordance with the
Code or regulations promulgated thereunder where the Code or regulations under
the Code require fair market value of Common Stock to be determined in
accordance with its or their provisions;
(B) If subsection (h)(1)(A) above does not apply, Fair Market
Value shall be determined as follows: If Common Stock is listed on one or more
national securities exchanges in the United States or admitted to trading on one
or more national securities exchanges in the United States pursuant to unlisted
trading privileges granted by such exchanges (and approved by the U.S.
Securities and Exchange Commission) on the date as of which fair market value
must be or is to be established (a "valuation date"), Fair Market Value shall be
deemed to be closing sale price at which Common Stock is sold on such national
securities exchanges, considered on a composite basis, on the valuation date. If
Common Stock is not traded on any of such exchanges on a relevant valuation
date, or none of such national securities exchanges are open for business on the
relevant valuation date, the valuation date shall become the closest preceding
date on which any of such exchanges shall have been open for business and Common
Stock shall have been traded.
(2) Notwithstanding any of the foregoing, the Committee shall at all
times retain the power to establish fair market value in the event that, in its
discretion, it determines that extraordinary circumstances or conditions have
affected trading in Common Stock on one or more of such exchanges such that, in
it's judgment, the Fair Market Value determined in accordance with subsections
(h)(1)(B) above does not reflect the true fair market value of Common Stock on
the relevant valuation date. For all purposes under this Plan, the determination
by the Committee of the fair market value shall be conclusive.
(i) Grant Letter. "Grant Letter" is defined as the letter from Summit to
the Optionee dated August 1, 1997 confirming the conversion referred to in
Section I.
(j) Optionee. An "Optionee" is defined to be an individual holding an
Option.
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<PAGE>
III. ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make whatever determinations and interpretations in
connection with the Plan it deems as necessary or advisable. All determinations
and interpretations made by the Committee shall be binding and conclusive on all
Optionees and on their legal representatives and beneficiaries.
IV. NO RIGHTS OF A SHAREHOLDER; NONTRANSFERABILITY.
(a) An Optionee shall have no rights as a shareholder with respect to any
Common Stock covered by an Option until the date of issuance of a stock
certificate for such Common Stock. Nothing in this Plan or in any Option confers
on any person any right to continue in the employ of or perform any services for
Summit or any affiliate of Summit or interferes in any way with the right of
Summit or any affiliate of Summit to terminate the employment of any employee at
any time.
(b) The Options may not be transferred or assigned by an Optionee
otherwise than by will or the laws of descent and distribution or be exercised
other than by Optionee or his or her guardian or legal representative or, in the
case of his or her death, by his or her personal representative, heir or
legatee.
V. COMMON STOCK SUBJECT TO THE PLAN; ADJUSTMENT PROVISIONS.
Common Stock delivered upon exercise of an Option may be either
authorized and unissued shares of Common Stock or authorized and issued shares
of Common Stock held by Summit as treasury stock. If, as a result of any stock
dividend, stock split, recapitalization, reorganization, reclassification,
merger, consolidation, split-up, combination of shares, exchange of shares or
other similar transaction, the outstanding Common Stock is increased or
decreased, changed into or exchanged for a different number or kind or shares of
other securities of the Company, the Committee shall proportionally adjust the
number and kind of shares of Common Stock subject to Options and the price
thereof as it deems appropriate to prevent dilution or enlargement of the rights
of Optionees.
VI. COLLECTIVE BANCORP OPTIONS
(a) Manner of Exercise. - Collective Bancorp Options may be exercised
from time to time, in whole or in part, by delivering a written notice of
exercise specifying the number of shares being purchased and, except as
otherwise provided below with respect to "Elections", full payment of the
purchase price to the Office of the Corporate Secretary of Summit at 301
Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066. Notices of
exercise shall be deemed given when delivered in person or when mailed by
registered mail with return receipt request and are irrevocable. Upon exercise
of a Collective Bancorp Option, the purchase price will be payable in full in
cash, or by the assignment and delivery to Summit of Shares of Common Stock
owned by the Optionee, or, in some
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<PAGE>
combination thereof. Any shares so assigned and delivered to Summit in payment
or partial payment of the purchase price will be valued at their Fair Market
Value on the date of exercise. As an alternative to exercise of a Collective
Bancorp Option by payment of the exercise price, an Optionee may elect to
exercise the option by means of an "Election" which will entitle the Optionee to
receive from Summit an amount of cash exactly equal (before applicable taxes are
withheld) to the difference between the exercise price of the Optionee's
Collective Bancorp Option and the Fair Market Value of a share of Summit Common
Stock on the date of exercise, multiplied by the number of Shares with respect
to which the Election is being made. Summit will provide for this Election by
issuing Summit Common Stock in the Optionee's name and arranging for its
immediate sale. In order for Summit to process an Election an Optionee must
complete and return with his or her notice of exercise a brokerage account
application and stock power.
(b) Number of Options. - In the case of an option intended to qualify as
an Incentive Stock Option, the aggregate fair market value (determined at the
time the option is granted) of the Common Stock with respect to which Incentive
Stock Options granted are exercisable for the first time by an Optionee during
any calendar year (under all plans of the Optionee's employer corporation and
its parent and subsidiary corporations) shall not exceed $100,000. The
provisions of this section shall be construed and applied in accordance with
Section 422A(b)(7) of the Code and the regulations, if any, promulgated
thereunder.
(c) Expiration.
(1) Non-Qualified Stock Options. A Collective Bancorp Option granted
as a non-qualified stock option shall expire at the time set
forth in the Grant Letter for the particular non-qualified stock
option (subject to earlier termination as hereinafter provided).
(2) Incentive Stock Options. A Collective Bancorp Option granted as a
stock option intended to qualify as an incentive stock option
under the Code shall expire at the time set forth in the Grant
Letter for the particular incentive stock option, but in no event
shall an incentive stock option be exercisable in whole or in
part more than 10 years from the original date of grant under the
Collective Bancorp Plan. To the extent an incentive stock option
may be exercised only in installments, the Common Stock
comprising each installment may be purchased in whole or in part
at any time after such installment becomes purchasable, provided
that the amount able to be first exercised in a given year is
consistent with Section 422A of the code.
(d) Effect of Termination of Employment.
(1) Non-Qualified Stock Options. Upon the termination of an
Optionee's service for any reason other than disability, death,
retirement or cause his non-qualified stock options shall be
exercisable only as to those shares which were
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<PAGE>
immediately purchasable by him at the date of termination and
only for a period of three months following termination. If a
participant is Discharged for Cause, all rights under his
non-qualified stock options shall expire upon termination. In the
event of the death, disability or retirement of any Optionee, all
non-qualified stock options held by the Optionee, whether or not
exercisable at such time, shall be exercisable by the Optionee or
his legal representatives or beneficiaries for one year following
the time of his death or cessation of employment. In no event
shall the period extend beyond the expiration of the
non-qualified stock option term.
(2) Incentive Stock Options. Upon the termination of an Optionee's
service for any reason other than disability, death, retirement
or cause his incentive stock options shall be exercisable only as
to those shares which were immediately purchasable by him at the
date of termination and only for a period of three months
following termination. If an Optionee is Discharged for Cause,
all rights under his incentive stock options shall expire upon
termination. In the event of death or disability of any Optionee,
all incentive stock options held by such Optionee, whether or not
exercisable at such time, shall be exercisable by his legal
representatives or beneficiaries for one year following the date
of his death or cessation of employment. Upon termination of an
Optionee's service due to retirement, all incentive stock options
held by such Optionee shall be exercisable for a period of three
months following the date of his termination. In no event shall
the period extend beyond the expiration of the incentive stock
option term.
(d) Withholding. - There will be deducted from each distribution of cash
or Common Stock under the Plan the amount of the tax required by any
governmental authority to be withheld.
VII. COLLECTIVE FEDERAL OPTIONS
(a) Manner of Exercise. -Collective Federal Options may be exercised from
time to time in whole or in part (but for not less than 100 shares) by
delivering a written notice of exercise specifying the number of shares being
purchased and full payment of the purchase price to the Office of the Corporate
Secretary of Summit at 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey
08543-2066. Exercises will be effective when such notice of exercise and full
payment is received by the Corporate Secretary of Summit. Upon the exercise of a
Collective Federal Option, the purchase price will be payable in full in cash
or, in the discretion of the Committee, by the assignment and delivery to Summit
of shares of Common Stock owned by the Optionee or a combination thereof. Any
shares so assigned and delivered to Summit in payment of the purchase price will
be valued at their Fair Market Value on the effective date of the exercise.
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<PAGE>
(b) Expiration. - A Collective Federal Option shall expire at the time
set forth in the Grant Letter for the particular Collective Federal Option
(subject to earlier termination as hereinafter provided), which date shall not
be later than the tenth anniversary of the original date of grant under the
Collective Federal Plan.
(c) Effective of Termination of Employment.
(i) In the event of the death of an Optionee while in the employ of
Summit or its subsidiaries the Collective Federal Options, whether or not
exercisable at the time of the death of the Optionee, may be exercised, as
provided herein, by the estate of the Optionee or by a person who acquired the
right to exercise such Collective Federal Option by bequest or inheritance from
such Optionee, within one year after the date of such death but not later than
the date on which the Collective Federal Option would otherwise expire.
(ii) If the employment of an Optionee is terminated by reason of
disability as defined in Section 105(d)(4) of the Code, the Collective Federal
Options held by such Optionee may be exercised, whether or not exercisable at
the time of such termination of employment, within one year after such
termination but not later than the date on which such Collective Federal Options
would otherwise expire.
(iii) If the employment of an Optionee is terminated for any reason
other than such death or disability, Collective Federal Options held by such
Optionee shall, to the extent not theretofore exercised, be canceled upon such
termination and shall not thereafter be exercisable; provided, however, that an
Optionee whose employment is terminated by retirement in accordance with
Summit's normal retirement policies, as determined by the Committee, shall be
permitted to exercise such Collective Federal Options, whether or not
exercisable at the time of such termination, for a period of three months after
the date of such termination but not later than the date on which the Collective
Federal Options would otherwise expire.
(d) Withholding. - Summit shall have the right to deduct or otherwise
effect a withholding of any amount required by federal or state laws to be
withheld with respect to the exercise of any Collective Federal Option or the
sale of Common Stock acquired upon the exercise of an incentive stock option in
order for Summit to obtain a tax deduction available to Summit as a consequence
of such exercise or sale, as the case may be.
VII. AMENDMENT OF THE PLAN. The Board of Directors of Summit may at any time,
and from time to time, modify or amend the Plan in any respect; provided
however, that if necessary to continue to qualify the Plan under SEC Rule 16b-3,
shareholder approval shall also be required for any modification or amendment
which extends the period during which options may be granted or exercised beyond
the times originally prescribed. No such modification or amendment may affect
the rights of an Optionee under an outstanding Option.
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Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Summit Bancorp.
We consent to the use of our report dated January 20, 1997, except as to the
third paragraph of Note 2, which is as of February 28, 1997, relating to the
consolidated balance sheets of Summit Bancorp and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
shareholders equity and cash flows for each of the years in the three-year
period ended December 31, 1996, incorporated herein by reference, and to the
reference to our Firm under the heading "Interests of Named Experts and Counsel"
in the Registration Statement.
/s/ KPMG Peat Marwick LLP
--------------------------------
KPMG Peat Marwick LLP
Short Hills, New Jersey
September 4, 1997
15
Exhibit 23(c)
AUDITORS' CONSENT
The Board of Directors
Summit Bancorp:
We consent to the use of our report dated July 31, 1996, relating to the
consolidated financial statements of Collective Bancorp, Inc., and subsidiary as
of June 30, 1996 and for the year then ended incorporated by reference in this
Registration Statement on Form S-8 of Summit Bancorp, which report appears in
the Form 8-K of Summit Bancorp dated July 28, 1997 and in the June 30, 1996
Annual Report on Form 10-K of Collective Bancorp, Inc. and to the reference to
our Firm under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
--------------------------------
KPMG Peat Marwick LLP
Short Hills, New Jersey
September 4, 1997
16
Exhibit 23(d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Summit Bancorp on Form S-8 to be dated on or about September 5, 1997 of our
report dated August 25, 1995 on the consolidated financial statements of
Collective Bancorp, Inc., appearing in the Report on Form 8-K of Summit Bancorp.
dated July 28, 1997 and to the reference to Deloitte & Touche LLP under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
September 4, 1997
17
