As filed with the Securities and Exchange Commission on September 26, 2000
Registration No. 333-
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UNITED STATES
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)
EMPLOYMENT AND RETENTION AGREEMENT OPTIONS
(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 Share(2) Price(2) Registration Fee(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 260,000 $29.6563 $7,710,638.00 $2,036.00
$.80 par value
(and associated
stock purchase
rights)(1)
<FN>
(1) Prior to the occurrence of certain events, the stock purchase rights will not be evidenced separately from the
common stock.
(2) Pursuant to Rule 457(h)(1), based upon the price at which the options may be exercised.
</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, 1999;
(b) Summit's Quarterly Reports on Form 10-Q filed pursuant to Section
13(a) of the Exchange Act for the quarters ended March 31, 2000 and June 30,
2000;
(c) Summit's Current Report on Form 8-K dated August 16,2000
(d) The description of the Common Stock of Summit contained in Summit's
Registration Statement on Form 10 filed pursuant to Section 12 (b) of the
Exchange Act, dated August 31, 1970, including all amendments thereto and
reports filed under the Exchange Act for the purpose of updating such
description (File No. 1-6451).
(e) The description of the preferred stock purchase rights appurtenant to
the Common Stock of Summit contained in Summit's Registration Statement on Form
8-A filed July 29, 1999, 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).
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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 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 August 31, 2000 Mr.
Ober owned 57,205 shares of Common Stock and options to purchase 138,569 shares
of Common Stock at a weighted average exercise price of $23.11.
The consolidated financial statements of Summit and subsidiaries as of
December 31, 1999 and 1998 and for each of the years in the three-year period
ended December 31, 1999, included in Summit's Annual Report on Form 10-K for the
year ended December 31, 1999, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
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:
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
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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
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, nor 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.
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(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.
(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;
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(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
(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, including, but not
limited to, damages based upon illegal personal profits or adjudicated
dishonesty of the person seeking indemnification. The policies provide coverage
of $50,000,000 in the aggregate.
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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(a) Form of Executive Option Grant Letter
(b) Form of Non-Executive Option Grant Letter
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).
(b) Consent of KPMG 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;
(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.
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(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
26th day of September, 2000.
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, 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 26th day of September, 2000
by the following persons in the capacities indicated.
Signatures Titles
/s/ T. Joseph Semrod Chairman of the Board of Directors
----------------------------- (Chief Executive Officer and President)
T. Joseph Semrod
/s/ William J. Healy Executive Vice President-Finance
----------------------------- (Principal Financial Officer)
William J. Healy
/s/ Paul V. Stahlin Senior Vice President and Comptroller
----------------------------- (Principal Accounting Officer)
Paul V. Stahlin
/s/ Robert L. Boyle Director
-----------------------------
Robert L. Boyle
/s/ James C. Brady Director
-----------------------------
James C. Brady
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Signatures Titles
/s/ John G. Collins Director
-----------------------------
John G. Collins
/s/ T.J. Dermot Dunphy Director
-----------------------------
T.J. Dermot Dunphy
/s/ Anne Evans Estabrook Director
Anne Evans Estabrook
/s/ Elinor J. Ferdon Director
-----------------------------
Elinor J. Ferdon
/s/ William J. Freeman Director
-----------------------------
William J. Freeman
/s/ Thomas H. Hamilton Director
-----------------------------
Thomas H. Hamilton
/s/ Arthur J. Kania Director
-----------------------------
Arthur J. Kania
/s/ Francis J. Mertz Director
-----------------------------
Francis J. Mertz
/s/ George L. Miles, Jr. Director
-----------------------------
George L. Miles, Jr.
/s/ William R. Miller Director
-----------------------------
William R. Miller
/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(a) Form of Executive Option Grant Letter
(b) Form of Non-Executive Option Grant Letter
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5)
(b) Consent of KPMG LLP
24 Power of Attorney (contained on the signature pages to this
Registration Statement)
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