AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 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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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)
1995 STOCK OPTION PLAN
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1995 EMPLOYEE STOCK PURCHASE PLAN
STOCK BONUS PLAN
--------------------------------
(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(2) fee
- --------------------------------------------------------------------------------
Common Stock,
par value 80,000(1) $22.60 $1,808,000 $548
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(1) Maximum number of shares authorized for issuance pursuant to (a) the
exercise of options under Registrant's 1995 Stock Option Plan and 1995 Stock
Option Plan for Nonemployee Directors; (b) stock purchases under the
Registrant's 1995 Employee Stock Purchase Plan and (c) stock bonuses under the
Registrant's Stock Bonus Plan. 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 December 31, 1996,
in accordance with Rule 457(h)(1).
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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 Atlantic Stewardship Bank as of
and for the years ended December 31, 1994 and 1995 and as of and for
the nine month periods ended September 30, 1995 and 1996, included as
exhibits to the Registrant's Registration Statement on Form 8-B, as
filed with the Securities and Exchange Commission on December 10,
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
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) 1995 Stock Option Plan*
4(b) 1995 Stock Option Plan for NonEmployee
Directors*
4(c) 1995 Employee Stock Purchase Plan
4(d) Stock Bonus 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
* Incorporated by reference from Exhibits 10(a) and (b) to the Registrant's
Registration Statement on Form 8-B, filed with the Securities and Exchange
Commission on December 10, 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
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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.
(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 January 21, 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.
Name Title Date
---- ----- ----
/s/ PAUL VAN OSTENBRIDGE President, Chief January 21, 1997
- ------------------------- Executive Officer and
Paul Van Ostenbridge Director
/s/ WILLIAM M. ALMROTH Director January 21, 1997
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William M. Almroth
/s/ HERMAN DEWAAL MALEFYT Director January 21, 1997
- -------------------------
Herman dewaal Malefyt
/s/ HAROLD DYER Director January 21, 1997
- -------------------------
Harold Dyer
/s/ EDWARD FYLSTRA Director January 21, 1997
- -------------------------
Edward Fylstra
/s/ WILLIAM C. HANSE Director January 21, 1997
- -------------------------
William C. Hanse
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/s/ MARGO LANE Director January 21, 1997
- -------------------------
Margo Lane
/s/ ARIE LEEGWATER Director and January 21, 1997
- ------------------------- Chairman of the Board
Arie Leegwater
/s/ JOHN L. STEEN Director January 21, 1997
- -------------------------
John L. Steen
/s/ ROBERT J. TURNER Director January 21, 1997
- -------------------------
Robert J. Turner
/s/ WILLIAM J. VANDER EEMS Director January 21, 1997
- -------------------------
William J. Vander Eems
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
STEWARDSHIP FINANCIAL CORPORATION
Exhibit No. Name of Document Page
- ----------- ---------------- ----
4(a) 1995 Stock Option Plan*
4(b) 1995 Stock Option Plan for Non-Employee Directors*
4(c) 1995 Employee Stock Purchase Plan
4(d) Stock Bonus 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
* Incorporated by reference from Exhibits 10(a) and (b) to the Registrant's
Registration Statement on Form 8-B, filed with the Securities and Exchange
Commission on December 10, 1996.
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EXHIBIT 4(C)
STEWARDSHIP FINANCIAL CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE AND EFFECT OF PLAN
The purpose of the Stewardship Financial Corporation 1995 Employee Stock
Purchase Plan is to secure for the Company and its stockholders the benefits of
the incentive inherent in the ownership of Common Stock by present and future
employees of the Company and its Subsidiaries. The Plan conforms to the
provisions of Rule 16b-3 of the Act and is intended to comply with the terms of
Code Section 423.
2. SHARES RESERVED FOR THE PLAN
There shall be reserved for issuance and purchase by employees under the
Plan an aggregate of 25,000 shares of Common Stock, subject to adjustment as
provided in Section 13. Shares subject to the Plan shall be authorized but
unissued shares or Treasury shares, or both. Shares needed to satisfy the
requirements of the Plan may be acquired from the Company or by purchases at the
expense of the Company on the open market.
3. DEFINITIONS
Where indicated by initial capital letters, the following terms shall have
the following meanings:
a. Act: The Securities Exchange Act of 1934.
b. Agent: The Company acting in a fiduciary capacity, or an agent selected
by the Company, from time to time, to act in a fiduciary capacity, on behalf of
the Participating Employees with respect to the administration and
implementation of the Plan in the manner described herein.
c. Base Compensation: The total gross earnings of an Eligible Employee,
including overtime, commissions, cash bonuses, and miscellaneous income and
includes salary reduction contributions pursuant to elections under a plan
subject to Code sections 125 or 401(k).
d. Board: The Board of Directors of the Company.
e. Code: The Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law. A reference to a particular section of
the Code shall include a reference to any regulations issued under that section
and to the corresponding section of any subsequently enacted federal revenue
law.
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f. Committee: The committee established pursuant to Section 4 to be
responsible for the general administration of the Plan.
g. Common Stock: The Company's common stock, no par value.
h. Company: Stewardship Financial Corporation, a New Jersey corporation,
and any successor by merger, consolidation or otherwise.
i. Eligible Employee: Any employee of the Company or its Subsidiaries that
meets the eligibility requirements of Section 5.
j. Enrollment Form: The form filed with the Committee authorizing payroll
deductions pursuant to Section 6.
k. Fair Market Value: "Fair Market Value" means, with respect to shares of
Common Stock, the fair market value as determined by the Committee in good faith
and in a manner established by the Committee from time to time; provided,
however, that if the shares of Common Stock are last sale reported over the
counter securities, then the "fair market value" of such shares on any date
shall be the average of the high and low prices reported in the consolidated
reporting system, or the average of the bid and asked prices (if the shares of
Common Stock are over the counter securities), on the business day immediately
preceding the date in question, as reported on the NASDAQ system. The Fair
Market Value will be determined as of the quarter end prior to any Investment
Date.
l. Insider: An Eligible Employee who is subject to Section 16 of the Act
and the rules and regulations promulgated thereunder.
m. Investment Account: the account established for each Participating
Employee to hold Common Stock purchased under the Plan pursuant to Section 7.
n. Investment Date: The twentieth day of the first month (i.e. January and
July) following the second and fourth quarters of each calendar year or, where
such day falls on a weekend or bank or stock exchange holiday, the following
business day.
o. Parent: Any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, as of an Investment Date, each of
the corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
p. Participating Employee: Eligible Employees who elect to participate in
the Plan by filing an Enrollment Form pursuant to Section 6.
q. Payroll Deduction Account: The account established for a Participating
Employee to hold payroll deductions pursuant to Section 6.
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r. Plan: The "Stewardship Financial Corporation 1995 Employee Stock
Purchase Plan," as set forth herein and as amended from time to time.
s. Purchase Price: The price for each whole and fractional share of Common
Stock, which shall be 95% of the Fair Market Value of such whole or fractional
share.
t. Subsidiary or Subsidiaries: Any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, as of an
Investment Date, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee, consisting of not less
than two members appointed by the Board. The Board, from time to time, may
appoint members previously appointed and may fill vacancies, however caused, in
the Committee. Insofar as it is necessary to satisfy the requirements of Section
16(b) of the Act, no member of the Committee shall participate in (i) the Plan
or (ii) in any other plan of the Company or any Parent or Subsidiary of the
Company providing for discretionary participation or award to participants of
the right to acquire stock, stock options or stock appreciation rights of the
Company or any Parent or Subsidiary of the Company (except if such member's
participation is limited to a set, non-discretionary formula), and (iii) no
person shall become a member of the Committee if, within the preceding one-year
period, the person shall have participated in a plan described in (i) or (ii)
above and shall have actually received any such award or right (other than
pursuant to a set, non-discretionary formula).
Subject to the express provisions of the Plan, the Committee shall have
the authority to take any and all actions (including directing the Agent as to
the acquisition of shares) necessary to implement the Plan and to interpret the
Plan, to prescribe, mend and rescind rules and regulations relating to it, and
to make all other determinations necessary or advisable in administering the
Plan. All of 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 may request advice or
assistance or employ such other persons as are necessary for proper
administration of the Plan.
5. ELIGIBLE EMPLOYEES
All employees of the Company or its Subsidiaries who are employed on a
full time basis will become eligible to become Participating Employees after
they have completed
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ninety (90) days of service with the Company or its Subsidiaries. Full time
employees of the Company or its Subsidiaries are those who work 20 or more hours
per week. An employee shall cease to be an Eligible and/or Participating
Employee on the first day of the month following any given month in which such
employee was not a full time employee.
No director of the Company or of any Subsidiary who is not an employee
shall be eligible to participate in the Plan.
6. ELECTION TO PARTICIPATE
Each Eligible Employee may become a Participating Employee effective on
the first day of any month following the date he or she becomes an Eligible
Employee by filing with the Committee an Enrollment Form authorizing specified
regular payroll deductions from his or her Base Compensation; provided, however,
that the election of any Insider to become a Participating Employee shall,
except as provided in the next paragraph, be irrevocable, and shall not take
effect until the first day of the seventh calendar month following the filing of
an Enrollment Form by such Insider. Such regular payroll deductions shall be in
the minimum amount of $10.00 per pay period, and may not exceed an amount equal
to 10% of total pay period Compensation. All regular payroll deductions shall be
credited to the Payroll Deduction Account that the Company has established in
the name of the Participating Employee.
A Participating Employee may, at any time, withdraw from the Plan and
cease to be a Participating Employee by delivering to the Company a notice of
withdrawal in such form as the Company provides. An employee who has ceased to
be a Participating Employee may not again become a Participating Employee during
the same calendar quarter. A Participating Employee may increase or decrease his
or her payroll deduction by filing a new Enrollment Form not less than fourteen
(14) days prior to the first day of month to be effective for the period
commencing on the first day of the second and fourth calendar quarters.
Notwithstanding the foregoing, the election of an Insider Participating Employee
to withdraw from the Plan or to increase or decrease his or her payroll
deduction in accordance with the two preceding sentences will not become
effective until the first day of a calendar quarter next arising after the lapse
of six (6) months from the Company's receipt of such Inside Participating
Employee's written notice of withdrawal, on the one hand, or new Enrollment
Form, on the other.
A Participating Employee selling or withdrawing all of the shares of
Common Stock in his or her Investment Account shall cease to be a Participating
Employee and shall not become a Participating Employee until a new election is
made pursuant to Section 6.
Enrollment Forms must be filed with the Committee not less than fourteen
(14) days prior to the first day of any month to be effective and/or included
in the period commencing with the second or fourth calendar quarter, unless a
shorter period of time is prescribed by
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the Committee. An Enrollment Form not filed within the prescribed filing period
shall be effective on the first day of the following six month period.
7. METHODS OF PURCHASE AND INVESTMENT ACCOUNTS
Each Participating Employee having eligible funds in his or her Payroll
Deduction Account on an Investment Date shall be deemed, without any further
action, to have purchased the number of whole and fractional shares which the
eligible funds in his or her Payroll Deduction Account could purchase at the
Purchase Price. All whole and fractional shares purchased (rounded to the
nearest thousandth) shall be maintained by the Agent in separate Investment
Accounts for Participating Employees. Expenses incurred in the purchase of
shares and the expenses of the Agent shall be paid by the Company. Interest will
be paid at the Bank's Statement Savings Interest Rate to Participating Employees
on eligible funds held in a Payroll Deduction Account pending the purchase of
shares of Common Stock.
8. STOCK PURCHASES
The Agent shall acquire shares of Common Stock for Participating Employees
as of each Investment Date from the Company's authorized but unissued shares of
stock or, if directed by the Committee, by purchases in the open market using
total payroll deduction amounts received by the Agent on or before the last day
of the second and fourth quarters preceding the applicable Investment Date for
all Participating Employees. If shares are purchased in one or more transactions
on the open market at the direction of the Committee, the Company will pay the
Agent the difference, if any, between the Purchase Price and the price at which
such shares are purchased for Participating Employees. Notwithstanding the
foregoing, it shall be within the Company's sole discretion, as determined by
the Board, from time to time, whether or not to contribute an amount (which, in
any event, shall not exceed 5% of the Fair Market Value of the shares purchased)
toward the purchase of shares pursuant to the Plan, thereby reducing the
Purchase Price to Participating Employees below the Fair Market Value of the
shares. This provision shall not be construed as an obligation of the Company to
make any such contributions or, if the Company has previously made such
contributions, to continue to make such contributions.
9. LIMITATIONS ON PURCHASES
No Participating Employee may purchase during any one calendar year under
the Plan (or under any other plan qualified under Code Section 423) shares of
Common Stock having a Fair Market Value (determined by reference to the Fair
Market Value on each date of purchase) in excess of $25,000. The purpose of this
limitation is to comply with Code Section 423(b)(8).
A Participating Employee's Payroll Deduction Account may not be used to
purchase Common Stock on any Investment Date to the extent that after such
purchase the Participating Employee would own (or be considered as owning within
the meaning of Code
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Section 424(d)) stock possessing five percent (5%) or more of the total combined
voting power of the Company or its Parent or Subsidiary. For this purpose, stock
which the Participating Employee may purchase under any outstanding option shall
be treated as owned by such Participating Employee. As of the first Investment
Date on which this paragraph limits a Participating Employee's ability to
purchase Common Stock, the employee shall cease to be a Participating Employee.
10. TITLE OF ACCOUNTS
The Agent shall maintain an Investment Account for each Participating
Employee. Each Investment Account shall be in the name of the Participating
Employee or if he or she so indicates on his or her Enrollment Form, in his or
her name jointly with a member of his or her family, with right of survivorship.
A Participating Employee who is a resident of a jurisdiction which does not
recognize such a joint tenancy may have an Investment Account in his or her name
as tenant in common with a member of his or her family, without right of
survivorship.
11. RIGHT AS A SHAREHOLDER
A Participating Employee shall have the right at any time to obtain a
certificate for the full shares of Common Stock credited to his or her
Investment Account.
If a Participating Employee ceases to be such, the Participating Employee
may elect to have a certificate for the full shares of Common Stock credited to
his or her Investment Account forwarded to him or her. In either event, the
Agent will sell any fractional interest held in is or her Investment Account and
remit the proceeds of such sale, less selling expenses, to him or her.
As a condition of participation in the Plan, each Participating Employee
agrees to notify the Company if he or she sells or otherwise disposes of any of
his or her shares of Common Stock within two (2) years of the Investment Date on
which such shares were purchased.
12. RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating Employee
otherwise than by will or the laws of descent and distribution, and are
exercisable only by the Participating Employee during his or her lifetime.
13. CHANGES IN CAPITAL STRUCTURE
In the event of a stock dividend, stock split or combination of shares,
recapitalization or merger in which the Company is the surviving corporation or
other change in the Company's capital stock (including, but not limited to, the
creation or issuance to
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shareholders generally of rights, options or warrants for the purchase of common
stock or preferred stock to the Company), the number and kind of shares of stock
or securities of the Company to be subject to the Plan, the maximum number of
shares or securities which may be delivered under the Plan, the selling price
and other relevant provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.
If the Company is a party to a consolidation or a merger in which the
Company is not the surviving corporation, a transaction that results in the
acquisition of substantially all the Company's outstanding stock by a single
person or entity, or a sale or transfer of substantially all of the Company's
assets, the Committee may take such actions with respect to the Plan as the
Committee deems appropriate.
Notwithstanding anything in the Plan to the contrary, the Committee may
take the foregoing actions without the consent of any Participating Employee,
and the Committee's determination shall be conclusive and binding on all persons
for all purposes.
14. RETIREMENT, TERMINATION AND DEATH
In the event of a Participating Employee's retirement or termination of
employment, or if a Participating Employee ceases to be such pursuant to Section
5 or otherwise, the amount of his or her Payroll Deduction Account shall be
refunded to him or her and, unless otherwise elected, certificates will be
issued for full shares held. If a Participating Employee elects to have his or
her shares sold, he or she will receive the proceeds of the sale, less selling
expenses. In the event of his or her death, the amount in his or her Payroll
Deduction Account and all shares in his or her Investment Account shall be
delivered to the beneficiary designated by the Participating Employee in a
writing filed with the Company. If no beneficiary has been designated, or if the
designated beneficiary does not survive the Participating Employee, such amount
and all shares shall be delivered to his or her estate.
15. AMENDMENT OF THE PLAN
The Board may at any time, or from time to time, amend the Plan in any
respect; provided, however, that the shareholders of the Company must approve
any amendment that would materially (i) increase the benefits accruing to
Participating Employees under the Plan, (ii) increase the number of securities
that may be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan.
16. TERMINATION OF THE PLAN
The Plan and all rights of employees hereunder shall terminate:
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(a) on the Investment Date that Participating Employees become
entitled to purchase a number of shares greater than the number of
reserved shares remaining available for purchase; or
(b) at any date determined by the Board, in its discretion.
In the event that the Plan terminates under circumstances described in (a)
above, reserved shares remaining as of the termination date shall be issued to
Participating Employees on a pro rata basis. Upon termination of the Plan, all
amounts in an employee's Payroll Deduction Account that are not used to purchase
Common Stock, plus any interest accrued thereon, will be refunded.
17. GOVERNMENT AND OTHER REGULATIONS
The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or government agency as may, in the opinion of counsel for the
Company, be required.
18. INDEMNIFICATION OF COMMITTEE
Service on the Committee shall constitute service as a director of the
Company so that members of the Committee shall be entitled to indemnification
and reimbursement as directors of the Company pursuant to its Certificate of
Incorporation and Bylaws.
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EXHIBIT 4(D)
STEWARDSHIP FINANCIAL CORP.
STOCK BONUS PLAN
1. PURPOSE. The Stock Bonus Plan (the "Plan") is intended to provide
incentives which will retain highly competent key management employees of
Stewardship Financial Corp. (the "Company"), Atlantic Stewardship Bank (the
"Bank") and any other subsidiaries, direct or indirect, which the Company may
form in the future (collectively, the "Group") by providing them with a bonus in
the form of shares of the common stock of the Company, no par value per share
("Stock") pursuant to awards ("Awards") described herein.
2. ADMINISTRATION. The Personnel Committee of the Company (the "Committee")
shall supervise and administer the Plan. Any questions of interpretation of the
Plan or of any Awards issued under it shall be determined by the Committee and
such determination shall be final and binding upon all persons. The Committee is
authorized to, subject to the provisions of this Plan, select participants from
among the eligible employees (as set forth under Section 3) to receive Awards,
to determine the number of shares of Stock subject to each Award, to establish
the terms and conditions of each such Award, to establish such rules and
regulations as the Committee deems necessary for the proper administration of
the Plan and to make whatever determinations and interpretations in connection
with the Plan as it deems necessary or advisable. All the determinations and
interpretations made by the Committee shall be binding and conclusive on all
Plan participants and on their legal representatives and beneficiaries.
3. PARTICIPANTS. Participants shall consist of select key employees of the
Group as the Committee may select from time to time.
4. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for issuance as
Awards under the Plan an aggregate of ___ shares of Stock.
5. AWARDS. Awards will consist of shares of Stock transferred to
Participants as a bonus for service rendered to the Group. Upon any such grant,
the Company shall notify the recipient of the grant and the certificate
representing the Stock will be delivered to the participant as soon as
practicable.
6. DURATION, AMENDMENT, AND TERMINATION. No Award shall be granted more
than ten (10) years after the date of adoption of this Plan. The Board may amend
the Plan
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from time to time or terminate the Plan at any time. However, no action
authorized by this paragraph shall reduce the amount of any existing Award or
change the terms and conditions thereof.
7. NOTICE. Any and all notices, consents, offers, acceptances, or any other
communications provided for herein shall be given in writing which shall be
addressed, in the case of the Company, to its principal office, and in the case
of a participant, to his residence, or to any other address as may be designated
by him after giving appropriate notice of such other address to the Company.
8. BENEFIT. Except as herein otherwise provided, this Agreement shall inure
to the benefit of and shall be binding upon the Company, its successors and
assigns, and a participant, his executor or legal representative, heirs,
legatees, and successors.
9. CONSTRUCTION. This Plan has been adopted in the State of New Jersey and
shall be construed pursuant to the laws of the State of New Jersey in effect at
the time of such construction. In construing this Plan, the singular shall be
deemed to include the plural, and the masculine the feminine, and vice versa,
except where the context clearly requires otherwise.
10. TITLES. Captions and titles of articles and sections are provided for
convenience only and are not intended to affect the substance of this Plan.
11. NO EMPLOYMENT. Participation in this Plan shall not be deemed to be a
contract between any member of the Group and participant. Nothing contained
herein be deemed to give any participant the right to be retained in the employ
of any member of the Group.
12. NO FIDUCIARY RELATIONSHIP. Neither the establishment and maintenance of
this Plan, nor any action taken by the Company or the Committee hereunder, shall
create or be deemed to create a trust or fiduciary relationship of any kind
between any member of the Group and any participant or other person.
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EXHIBIT 5(A)
January 29, 1997
RE: Stewardship Financial Corporation
Registration Statement on Form S-8
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 80,000 shares of Common Stock, no par value per share, of the
Company (the "Shares"), reserved for issuance pursuant to the Company's 1995
Stock Option Plan, the Company's 1995 Stock Option Plan for NonEmployee
Directors, the Company's Stock Bonus Plan, and the Company's 1995 Employee Stock
Purchase Plan. Each of the Company's 1995 Stock Option Plan, the Company's 1995
Employee Stock Purchase Plan, the Company's Stock Bonus Plan and the 1995 Stock
Option Plan for NonEmployee Director 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.
Based upon the foregoing, we are of the opinion that:
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Upon issuance and delivery by the Company of the Shares in accordance with
the terms of the applicable Plan for such Shares, the Shares issued thereunder
will be legally issued, fully paid and non-assessable.
The issuance of the 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,
/s/ 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 28,
1996, relating to the consolidated statements of financial condition of Atlantic
Stewardship Bank and subsidiary as of December 31, 1995, and the related
consolidated statements of income, exchanges in stockholders' equity, and cash
flows for the year then ended, which report appears in the Form 8-B of
Stewardship Financial Corporation dated December 10, 1996.
KPMG PEAT MARWICK, LLP
Short Hills, New Jersey
January 22, 1997
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