AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 14, 1997
REGISTRATION NO. 333-
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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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STEWARDSHIP FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY
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(State or other jurisdiction of incorporation or organization)
22-3351447
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(I.R.S. Employer Identification No.)
630 GODWIN AVENUE, MIDLAND PARK, NEW JERSEY 07432
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
STEWARDSHIP FINANCIAL CORPORATION
DIRECTOR STOCK PLAN
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(Full title of the plan)
PAUL VAN OSTENBRIDGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
630 GODWIN AVENUE
MIDLAND PARK, NJ 07432
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(Name and address of agent for service)
(201) 444-7100
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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
- ---------------- ---------- --------- ---------- ------------
Common Stock, 60,000 (1) $23.93 $1,435,800 $436.00
par value
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(1) 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
and based upon the book value of the Registrant's stock as of June 30, 1997, in
accordance with Rule 457(h)(1).
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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 Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(b) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997; and
(c) the description of the Registrant's Common Stock, no par value per
share, contained in the Registrant's Registration Statement on Form
8-B, as filed with the Securities and Exchange Commission on December
10, 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
-------------- ----------------------
4(a) Stewardship Financial Corporation Director
Stock Plan
5(a) 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
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,
(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.
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(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 Midland Park, New Jersey, on July 11, 1997.
By: /s/ Paul Van Ostenbridge
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Paul Van Ostenbridge,
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ PAUL VAN OSTENBRIDGE President, Chief July 11, 1997
- ------------------------- Executive Officer and
Paul Van Ostenbridge Director
/s/ WILLIAM M. ALMROTH Director July 11, 1997
- -------------------------
William M. Almroth
/s/ HERMAN DEWAAL MALEFYT Director July 11, 1997
- -------------------------
Herman dewaal Malefyt
/s/ HAROLD DYER Director July 11, 1997
- -------------------------
Harold Dyer
/s/ EDWARD FYLSTRA Director July 11, 1997
- -------------------------
Edward Fylstra
/s/ WILLIAM C. HANSE Director July 11, 1997
- -------------------------
William C. Hanse
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ MARGO LANE Director July 11, 1997
- -------------------------
Margo Lane
/s/ ARIE LEEGWATER Director and July 11, 1997
- ------------------------- Chairman of the Board
Arie Leegwater
/s/ JOHN L. STEEN Director July 11, 1997
- -------------------------
John L. Steen
/s/ ROBERT J. TURNER Director July 11, 1997
- -------------------------
Robert J. Turner
/s/ WILLIAM J. VANDER EEMS Director July 11, 1997
- -------------------------
William J. Vander Eems
</TABLE>
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
STEWARDSHIP FINANCIAL CORPORATION
Exhibit No. Name of Document Page
- ----------- ---------------- ----
4 Stewardship Financial Corporation Director
Stock Option Plan
5(a) 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
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EXHIBIT 4
STEWARDSHIP FINANCIAL CORPORATION
DIRECTOR STOCK PLAN
1. Purpose. This Director Stock Plan (the "Plan") is intended to permit
members of the Boards of Directors ("Directors") of Stewardship Financial
Corporation (the "Company"), Atlantic Stewardship Bank (the "Bank") and any
subsidiaries ("the Subsidiaries") which the Company may, directly or indirectly
through the Bank, from time to time own or establish, to receive any Board of
Directors' fees to which they may otherwise be entitled pursuant to policies
adopted by their respective Boards of Directors ("Directors' Fees") in shares of
the Company's Common Stock, no par value (the "Common Stock") rather than in
cash.
2. Administration. The Stock Compensation Committee of the Board of
Directors of the Company (the "Committee") shall supervise and administer the
Plan. Subject to the provisions of the Plan, the Committee shall have the
authority to take any and all actions necessary to implement and interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary and advisable in
administering the Plan. All such determinations shall be final and binding upon
all persons. A quorum of the Committee shall consist of a majority of its
members and the Committee may act by vote of a majority of its members at a
meeting at which a quorum is present, or without a meeting by a written consent
to the action taken signed by all members of the Committee. The Committee
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may request advice or assistance or employ such other persons as are necessary
for the proper administration of the Plan.
3. Eligible Participants. All members of the Boards of Directors of the
Company, the Bank or any Subsidiaries are eligible to participate in the Plan,
to the extent they are eligible to receive Directors' Fees.
4. Election to Participate. Each Director may elect to participate in the
Plan effective on the first day of any month following the date he or she makes
such election by notifying the Committee in writing of such election to
participate and authorizing the Committee to pay any and all Directors' Fees
such Director would otherwise be entitled to receive in shares of Common Stock
as determined pursuant to Section 5 hereof. A Director who is participating in
the Plan may, at any time, withdraw from the Plan by delivering to the Committee
a written notice of withdrawal. Such notice of withdrawal shall be effective 10
days after its receipt by the Committee. From and after the date of such
effective withdrawal, any Directors' Fees to which such Director may be entitled
will be paid in cash.
5. Distribution of Shares. On the last business day of each calendar month
end in which a participating Director is entitled to receive Directors' Fees, he
or she shall receive, in lieu of such fees, the number of whole and fractional
shares of the Common Stock which such Directors' Fees would entitle such
Director to purchase based upon the fair market value of such shares at such
month end. For purposes of this Plan, the term "fair market value" means the
fair market value as determined by the Committee in good faith and in a manner
established by the Committee from time to time taking into account such factors
as the Committee shall deem
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appropriate. Shares to be distributed under this Plan may either be issued
directly from the Company's authorized but unissued shares or shares which have
been purchased in one or more transactions on the open market at the direction
of the Committee. In the event shares are purchased in the open market, the
Company will be responsible for paying any and all brokerage or other
transactional fees incurred in connection with such purchases.
6. Tax and Securities Law Implications of the Plan: Holding Period
(a) Each Director participating in the Plan will be responsible to pay any
and all federal, state and local taxes due in connection with the acquisition of
shares of Common Stock hereunder in the same manner as if such participating
Director had received their Directors' Fees in cash. Each such participating
Director will receive a Form 1099 from the Company indicating the value of
director fees paid in Common Stock.
(b) The shares of common stock issued under the Plan will have been
registered under the Securities Act of 1933, as amended and under applicable
state securities laws. However, participating Directors may be deemed to be
"affiliates" of the Company, and may therefore be subject to any and all
restrictions on transfers imposed upon affiliates.
(c) In order to comply with Securities and Exchange Commission Rule 16b-3
under the Securities Exchange Act of 1934, as amended, each share of Common
Stock issued pursuant to this Plan must be held by a participating Director, and
may not be transferred by such participating Director, for a period of six (6)
months from its date of issuance. In order to
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ensure compliance with this provision, the Company will ensure that stop
transfer orders are place on its stock transfer books with regard to such
shares.
7. Rights to Continued Service on the Board of Directors. Nothing provided
in this Plan shall be deemed to enlarge or otherwise affect any rights a
participating Director may have to continue to serve on the Board of Directors
of the Company, the Bank or any Subsidiary.
8. Amendment or Termination of the Plan. The Board of Directors of the
Company may elect, at any time and from time to time, to amend, modify or
terminate the Plan in any respect. Upon such termination, a participating
Director shall have no further rights to acquire shares of the Common Stock
hereunder.
9. Governing Law. The Plan and all transactions hereunder shall be governed
by and construed in accordance with the substantive law of the State of New
Jersey.
10. Indemnification of the Committee. Service on the Committee shall
constitute service as a Director of the Company so that members of the Committee
shall be entitled to such rights of indemnification and reimbursement, and such
limitations on liability, as are Directors of the Company pursuant to the terms
of the Company's Certificate of Incorporation and Bylaws.
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EXHIBIT 5(A)
July 11, 1997
RE: Stewardship Financial Corporation
Registration Statement on Form S-8
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Stewardship Financial Corporation
630 Godwin Avenue
Midland Park, NJ 07432
Dear Sirs:
We have acted as counsel for Stewardship Financial Corporation, 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 60,000 shares of Common Stock, no par value per share, of the
Company (the "Shares"), reserved for issuance pursuant to the Company's 1997
Director Stock Plan (the "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, the 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.
Based upon the foregoing, we are of the opinion that:
Upon issuance and delivery by the Company of the Shares in accordance with
the terms of the Plan, the Shares issued thereunder will be legally issued,
fully paid and non-assessable; and
The issuance of the Shares is subject to the continuing effectiveness of
the Registration Statement and the qualification,
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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 AUDITOR'S CONSENT
Board of Directors
Stewardship Financial Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Stewardship Financial Corporation of our report dated February 12,
1997, relating to the consolidated statements of financial condition of
Stewardship Financial Corporation and subsidiary as of December 31, 1996 and
1995 and the related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the years in the two-year period ended
December 31, 1996, which report appears in the December 31, 1996 Annual Report
on Form 10-KSB of Stewardship Financial Corporation.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
July 14, 1997
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