AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 14, 1997
REGISTRATION NO. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BRIDGE VIEW BANCORP
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-3461336
(I.R.S. Employer Identification No.)
457 SYLVAN AVENUE, ENGLEWOOD CLIFFS, NJ 07632
(Address of principal executive offices) (Zip code)
1994 STOCK OPTION PLAN
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
ALBERT F. BUZZETTI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
457 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NJ 07632
(Name and address of agent for service)
(201) 871-7800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered share(2) price fee
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Common Stock, 104,414(1) $29.25 $3,054,109.50 $925
par value
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(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1994 Stock Option Plan and Registrant's
1994 Stock Option Plan for Non-Employee Directors (collectively the "Plans").
This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
such Plans.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the average high and low sales price
of the Common Stock reported on the American Stock Exchange on January 7, 1997.
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Exhibit Index at Page 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) the audited financial statements of Bridge View Bank as of and for the
year ended December 31, 1995 and 1994 and the unaudited financial
statements as of and for the nine months ended September 30, 1996,
included as exhibits to the Registrant's Registration Statement on
Form 10-SB, as originally filed with the Securities and Exchange
Commission on September 13, 1996 and amended on October 30, 1996 and
December 5, 1996; and
(c) the description of the Registrant's Common Stock, no par value per
share, contained in the Registrant's Registration Statement on Form
10-SB, as originally filed with the Securities and Exchange Commission
on September 13, 1996 and amended on October 30, 1996 and December 5,
1996.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.
Any statement contained 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 is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents and former
officers, directors, employees and agents, and any other persons serving at the
request of the Registrant as an officer, director, employee or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act (the "Act").
The Registrant's Certificate of Incorporation also provides that the
Registrant may purchase and maintain insurance on behalf of any person or
persons enumerated in Article VII thereof against any liability asserted against
or incurred by such person or persons arising out of their status as corporate
directors, officers, employees, or agents whether or not the Registrant would
have the power to indemnify them against such liability under the provisions of
this article.
Section 14A:3-5 of the Act gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (a "corporate agent") against
expenses and liabilities incurred in connection with certain proceedings,
involving the corporate agent by reason of his being or having been such a
corporate agent, provided that with regard to a proceeding other than one by or
in the right of the corporation, the corporate agent must have acted in good
faith and in the manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
such proceeding, termination of a proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not of itself
create a presumption that any such corporate agent failed to meet the above
applicable standards of conduct. The indemnification provided by the Act does
not exclude any rights to which a corporate agent may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise. No indemnification, other than that required when a corporate agent
is successful on the merits or otherwise in any of the above proceedings shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
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or of the shareholders, an agreement or other proper corporate action in effect
at the time of the accrual of the alleged cause of action which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
corporation or the rights of indemnification to which a corporate agent may be
entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit Number Description of Exhibit
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4(a) 1994 Stock Option Plan*
4(b) 1994 Stock Option Plan for Non-Employee
Directors*
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included in
the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of KPMG Peat Marwick LLP
* Incorporated by reference from Exhibits 10(a) and (b) to the Registrant's
Registration Statement on Form 10-SB, originally filed with the Securities
and Exchange Commission on September 13, 1996.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement and to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however,
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 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 Englewood Cliffs, New Jersey, on January 3, 1997.
By: /s/ALBERT F. BUZZETTI
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Albert F. Buzzetti,
President and Chief Executive
Officer
(Principal 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 date indicated.
Name Title Date
---- ----- ----
/s/ALBERT F. BUZZETTI President, Chief January 3, 1997
- ---------------------------- Executive Officer and
Albert F. Buzzetti Director
/s/GERALD A. CALABRESE, JR. Director January 3, 1997
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Gerald A. Calabrese, Jr.
/s/BERNARD MANN Director January 6, 1997
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Bernard Mann
/s/MARK METZGER Director January 4, 1997
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Mark Metzger
/s/JEREMIAH F. O'CONNOR, JR. Director January 6, 1997
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Jeremiah F. O'Connor, Jr.
/s/JOSEPH C. PARISI Director January 4, 1997
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Joseph C. Parisi
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/s/GLENN L. CREAMER Director January 6, 1997
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Glenn L. Creamer
/s/JOHN A. SCHEPISI Director January 7, 1997
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John A. Schepisi
/s/MICHAEL J. SOLOKAS Comptroller January 3, 1997
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Michael J. Solokas (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
BRIDGE VIEW BANCORP
Exhibit No. Name of Document Page
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4(a) 1994 Stock Option Plan*
4(b) 1994 Stock Option Plan for Non-Employee
Directors*
5 Opinion of McCarter & English 9
23(a) Consent of McCarter & English (included
in the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of KPMG Peat Marwick LLP 11
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* Incorporated by reference from Exhibits 10(a) and (b) to the Registrant's
Registration Statement on Form 10-SB, as originally filed with the
Securities and Exchange Commission on September 13, 1996.
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EXHIBIT 5
January 13, 1997
RE: Bridge View Bancorp
Registration Statement on Form S-8
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Bridge View Bancorp
457 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
Dear Sirs:
We have acted as counsel for Bridge View Bancorp, a New Jersey corporation
(the "Company"), in connection with the Registration Statement on Form S-8 being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to an aggregate of 104,414 shares
of Common Stock, no par value per share, of the Company, (i) up to 52,207 of
which are reserved for issuance and sale pursuant to the Company's 1994 Stock
Option Plan (the "1994 Option Shares") and (ii) up to 52,207 of which are
reserved for issuance and sale pursuant to the Company's Stock Option Plan for
Non-Employee Directors (the "Directors Shares"). Each of the 1994 Stock Option
Plan and the Stock Option Plan for Non-Employee Directors are herein referred to
as a "Plan".
In so acting, we have examined, and relied as to matters of fact upon, the
originals, or copies certified or otherwise identified to our satisfaction, of
the Certificate of Incorporation and By-laws of the Company, each Plan, and such
other certificates, records, instruments and documents, and have made such other
and further investigations, as we have deemed necessary or appropriate to enable
us to express the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
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Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the 1994 Option Shares
pursuant to the exercise of stock options and payment of the exercise price
therefor in accordance with the terms set forth in such options and the
Company's 1994 Stock Option Plan, in cash or other consideration permitted under
Section 14A:7-5 of the New Jersey Business Corporation Act (the "Act"), the 1994
Option Shares issued thereunder will be legally issued, fully paid and
non-assessable; and
2. Upon issuance and delivery by the Company of the Directors Shares
pursuant to the exercise of stock options and payment of the exercise price
therefor in accordance with the terms set forth in such options and the
Company's Stock Option Plan for Non-Employee Directors, in cash or other
consideration permitted under Section 14A:7-5 of the Act, the Directors Shares
issued thereunder will be legally issued, fully paid and non-assessable.
The issuance of the 1994 Option Shares and the Directors Shares is subject
to the continuing effectiveness of the Registration Statement and the
qualification, or exemption from registration, of such Shares under certain
state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
McCarter & English
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Bridge View Bancorp:
We consent to incorporation by reference in the registration statement on Form
S-8 of Bridge View Bancorp of our report dated February 16, 1996, relating to
the consolidated statements of financial condition of Bridge View Bank and
subsidiary as of December 31, 1995, and 1994, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the two-year period ended December 31, 1995, which report appears in the Form
10-SB of Bridge View Bancorp dated December 5, 1996.
Our report refers to a change in accounting for certain investments in debt and
equity securities in 1994.
/s/KPMG PEAT MARWICK LLP
Short Hills, New Jersey
January 10, 1997
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