AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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
201-444-7100
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
PAUL VAN OSTENBRIDGE
STEWARDSHIP FINANCIAL CORPORATION
630 GODWIN AVENUE
MIDLAND PARK, NJ 07432
(201) 444-7100
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(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Agent for Service)
WITH A COPY TO:
ROBERT A. SCHWARTZ, ESQ.
MCCARTER & ENGLISH
100 MULBERRY STREET
NEWARK, NJ 07102-4096
201-622-4444
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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 (1) price (1) fee
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Common Stock,
no par value 20,000 $22.60 $452,000 $137
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(1) Estimated solely for the purpose of determining the registration fee,
and based upon the book value of the Registrant's Common Stock as of December
31, 1996 in accordance with Rule 457(h)(1).
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PROSPECTUS
STEWARDSHIP FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
20,000 SHARES OF COMMON STOCK
(NO PAR VALUE)
This Prospectus relates to 20,000 shares of common stock, no par value (the
"Common Stock") of Stewardship Financial Corporation (the "Company") registered
for purchase under the Stewardship Financial Corporation Dividend Reinvestment
Plan (the "Plan"). The Company is registering these shares of Common Stock for
issuance pursuant to the Plan. The Plan provides each holder of Common Stock
with a method of purchasing additional shares of Common Stock without payment of
any brokerage commissions or other administrative fees of any kind.
A participant in the Plan may elect to reinvest cash dividends on such
participant's shares of Common Stock. A participant may withdraw from the Plan
at any time.
The purchase price of shares of Common Stock purchased by a participant
under the Plan with any reinvested dividends on the date any dividend is paid
(the "Dividend Payment Date") shall be 95% of the average market price of shares
of Common Stock sold in the 10 day period preceding the Dividend Payment Date.
The shares will be purchased from the authorized but unissued shares of Common
Stock held by the Company.
EACH PARTICIPANT IN THE PLAN SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR
THE COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS ADMINISTERING THE PLAN FOR THE
COMPANY CAN PROVIDE ANY ASSURANCE THAT SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN WILL, AT ANY TIME, BE WORTH MORE OR LESS THAN THEIR PURCHASE PRICE.
The Plan does not represent a change in the dividend policy of the Company,
which will continue to depend upon earnings, financial requirements and other
factors and which will be determined by the Company's Board of Directors from
time to time. Stockholders who do not wish to participate in the Plan will
continue to receive cash dividends as declared. It is suggested that this
Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 30, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements and other information filed by the Company can be
inspected and copied at the public references facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. and at its Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and at 75 Park Place, New York, New York 10007,
and copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street N.W., Judiciary Plaza,
Washington, D.C. 20549. The Company's Common Stock is not listed or included for
quotation on any national securities exchange.
The Company has filed with the Commission a registration statement on Form
S-3 (such registration statement, together with all amendments and exhibits
thereto, being hereinafter referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), for the
registration under the Securities Act of the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is hereby made to the
Registration Statement for further information with respect to the Company and
the Common Stock offered hereby. Statements contained herein concerning the
provisions of documents filed as exhibits to the Registration Statement are
necessarily summaries of such documents, and each such statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents heretofore filed with the Commission: (i) the audited
financial statements of Atlantic Stewardship Bank as of and for the years ended
December 31, 1994 and 1995 and the unaudited financial statements of Atlantic
Stewardship Bank as of and for the nine month periods ended September 30, 1995
and 1996, included as exhibits to the Company's Registration Statement on Form
8-B, as filed with the Securities and Exchange Commission on December 10, 1996;
and (ii) the description of the Company's Common Stock which is contained in the
Company's Registration Statement on Form 8-B.
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In addition, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of this offering
shall be deemed incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon such person's written or oral request, a copy
of any and all of the documents which are incorporated by reference herein
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Such requests should be directed
to Stewardship Financial Corporation, 630 Godwin Avenue, Midland Park, New
Jersey 07432-1405, Attention: Corporate Services, telephone: 201-444-7100.
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THE COMPANY
The Company was organized in January, 1995 as a business corporation under
the laws of the State of New Jersey by the Board of Directors of Atlantic
Stewardship Bank (the "Bank"). The Bank is a wholly owned banking subsidiary of
the Company. The Bank is a New Jersey state chartered commercial bank formed in
1985. The Bank incorporates a provision in its bylaws for tithing ten percent
(10%) of its pretax profits to Christian charities. The offices of the Company
and the Bank are located at 630 Godwin Avenue, Midland Park, New Jersey
07432-1405.
As a bank holding company, the Company is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System under the
Bank Holding Company Act of 1956, as amended. In addition to the Federal
Reserve, the Bank is subject to regulation by the New Jersey Department of
Banking and Insurance and the Federal Deposit Insurance Corporation. The
principal source of funds for dividend payments by the Company is dividends paid
by the Bank to the Company. The amount of dividends paid by the Bank is limited
by state and federal laws and regulations.
The provisions of the Company's Dividend Reinvestment Plan (the "Plan") are
presented herein in a question and answer format. Those stockholders who do not
participate in the Plan will continue to receive cash dividends, if and when
declared.
THE PLAN
The Plan provides stockholders with a simple method of investing their cash
dividends in additional shares of Common Stock without payment of any brokerage
commission or other administrative commissions or fees. The Plan will be
administered by a committee appointed by the Board of Directors of the Company.
INVESTMENT CONSIDERATIONS
Purchase Price
The purchase price for the shares of Common Stock under the Plan is 95% of
the average market price of the Common Stock in the 10 day period preceding the
date on which the dividend is paid (the "Dividend Payment Date"). The Common
Stock is not traded on any established national securities exchange or on the
Nasdaq system and has a low trading volume. In the event no shares are traded
during the 10 day period preceding the Dividend Payment Date, the Committee will
determine the fair market value in its discretion. Therefore, the purchase price
established
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under the Plan may not provide a true reflection of the value of the Common
Stock.
In addition, even though the purchase price provides for a discount from
the market price, NO ASSURANCE CAN BE GIVEN THAT STOCKHOLDERS WILL BE ABLE TO
SELL THE COMMON STOCK PURCHASED UNDER THE PLAN AT A PROFIT DUE TO, AMONG OTHER
THINGS, CHANGING CONDITIONS AND THE ABSENCE OF AN ESTABLISHED TRADING MARKET.
Because there is no established trading market, the Common Stock may be an
illiquid investment and may not be appropriate for parties who may have a need
to quickly dispose of the Common Stock.
Shares not Deposits
Potential investors should be aware that shares of the Common Stock
purchased under the Plan are not deposit accounts of the Bank and are not
insured by the Federal Deposit Insurance Corporation or any other governmental
organization. An investment in the Common Stock is subject to market risk and
possible loss of investment.
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DESCRIPTION OF THE PLAN
The following provides a description of the Plan in question and answer
format.
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide stockholders of the Company with an
opportunity to increase their investment in the Common Stock without paying
brokerage commissions or other administrative fees of any kind. Stockholders may
purchase additional whole or fractional shares of the Common Stock under the
Plan.
2. WHO ADMINISTERS THE PLAN?
The Plan is administered by a committee appointed by the Board of Directors
of the Company (the "Committee").
Any questions and correspondence concerning the Plan should be directed to:
Stewardship Financial Corporation, Attn: Corporate Services, 630 Godwin Avenue,
Midland Park, New Jersey 07432-1405.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All stockholders of record of the Company are eligible to participate in
the Plan.
4. HOW DOES A STOCKHOLDER ENROLL IN THE PLAN?
Stockholders may enroll in the Plan by completing an authorization card.
The authorization card instructs the Committee to invest a stockholder's cash
dividend in additional shares of the Common Stock. If the Company receives the
signed authorization card at least 15 days prior to a Dividend Payment Date, the
Plan will become effective for the participant as of that Dividend Payment Date.
Otherwise, the Plan will be effective for such participant as of the next
Dividend Payment Date.
Shareholders who were participants in the Bank's Dividend Reinvestment Plan
and who wish to continue to be participants in the Plan need take no action, but
will automatically be enrolled in the Plan.
5. WHAT IS THE PURCHASE PRICE PER SHARE OF THE COMMON STOCK
UNDER THE PLAN?
The purchase price per share of the Common Stock purchased through the Plan
will be 95% of the average market price of shares of the Company sold in the 10
day period preceding the
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Dividend Payment Date. In the event the Common Stock has not traded in the 10
days prior to the Dividend Payment Date, the Committee will determine the
market price in its good faith discretion. Since the Common Stock is not traded
on any established national securities exchange or the Nasdaq system and is
thinly traded, the average market price may not provide a true refection of the
value of the Common Stock. (See "INVESTMENT CONSIDERATIONS")
6. HOW WILL PURCHASES UNDER THE PLAN BE MADE?
All purchases of Common Stock under the Plan will be made directly from the
Company and will be issued by the Company out of its legally authorized but
unissued shares of Common Stock.
The Company will use a participant's cash dividend to purchase whole and
fractional shares of Common Stock and credit the shares to such participant's
account. Dividends on the shares credited to a participant's account will be
reinvested, thereby compounding the participant's investment. The Plan will
apply to all shares of Common Stock that are registered to a participant at the
time of enrollment, plus all shares that the participant acquires while the
authorization remains in effect.
7. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO
PARTICIPANTS?
Each participant's account will be credited with that number of shares of
Common Stock equal to the amounts to be invested on behalf of the participant
divided by the applicable purchase price computed to four decimal places.
8. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASES?
The shares of Common Stock purchased under the Plan will be held by the
Company in a participant's account without charge. Upon receipt of a written
request from a participant, the Company will issue a certificate or certificates
representing the whole shares of Common Stock in such participant's account.
9. WHAT HAPPENS IF A PARTICIPANT SELLS ALL OF THE SHARES FOR
WHICH THE PARTICIPANT HAS RECEIVED A CERTIFICATE?
If a participant sells all of his shares for which such participant has a
certificate, but participation in the Plan is not terminated, dividends on the
shares held in the participant's account under the Plan will continue to be
reinvested.
10. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN
THE PLAN?
There are no additional fees or expenses charged to stockholders who
participate in the Plan. The Company will pay
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all administrative fees connected with a stockholder's participation in the
Plan.
11. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time and for any reason.
The participant must give the Company written notice of withdrawal from the Plan
at least 15 days before a Dividend Payment Date. Upon termination, the Company
will provide the participant with a certificate for the total number of whole
shares credited to such participant's account under the Plan and a check for any
fraction of a share of Common Stock valued at the then current market price of
the Common Stock.
12. HOW WILL A PARTICIPANT'S COMMON STOCK BE VOTED AT MEETINGS
OF STOCKHOLDERS?
Each participant will have the sole right to vote any whole shares (but not
fractional shares) purchased for such participant's account under the Plan on
the record date for a vote. A participant may vote in person at meetings or by
submitting a proxy to direct one or more individuals to vote on the
participant's behalf. Participants under the Plan who are registered holders of
Common Stock will receive only one proxy which will include any shares credited
to such participant's account. Shares of Common Stock for which no proxy is
received will not be voted.
13. WHO INTERPRETS AND REGULATES THE PLAN?
The Committee, appointed by the Board of Directors of the Company,
interprets the Plan. The terms, conditions, and operations of the Plan are
governed by the laws of the State of New Jersey.
14. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
The Company will provide each participant with an account statement each
time shares of Common Stock are purchased for the participant under the Plan.
The statement will show the total number of whole and fractional shares in the
participant's account as of a certain date, as well as the amount of the most
recent dividend, the number of shares of Common Stock purchased and the price
per share.
Dividends on the accumulated shares and fees paid on each participant's
behalf by the Company will be included in an information tax return filed with
the Internal Revenue Service. A copy of this return will also be supplied to
participants.
In addition, each participant will receive a copy of each communication
sent generally to holders of Common Stock.
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15. MAY THE PLAN BE AMENDED, SUPPLEMENTED OR TERMINATED?
The Plan may be amended, supplemented or terminated by the Committee or the
Company at any time by the delivery of written notice to each participant at
least 30 days prior to the effective date of the amendment, supplement or
termination. Any amendment or supplement shall be deemed to be accepted by the
participant unless prior to its effective date, the Committee receives written
notice of termination of the participant's account under the Plan.
16. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE COMMITTEE
UNDER THE PLAN?
Neither the Company, the Committee nor any party serving on the Committee
shall have any responsibility beyond the exercise of ordinary care for any
action taken or omitted pursuant to the Plan; nor shall they be liable for any
act done in good faith or for any good faith omission to act; nor shall they
have any liability in connection with an inability to purchase shares or with
respect to the timing or the price of any purchase of shares of Common Stock.
17. HOW IS A RIGHTS OFFERING, STOCK DIVIDEND, OR STOCK SPLIT
HANDLED UNDER THE PLAN?
Any stock dividend or stock split applicable to shares of Common Stock held
by a participant under the Plan, whether held in the participant's account or in
the participant's own name, will be credited to the participant's account. In
the event the Company makes available to stockholders rights to purchase
additional shares or securities, participants under the Plan will receive a
subscription warrant for such rights directly from the Company.
18. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND
SHARES OF COMMON STOCK ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For Federal income tax
purposes, participants in the Plan who have their cash dividends reinvested in
Common Stock under the Plan will be treated the same as nonparticipants with
respect to the cash dividends on their shares of Common Stock which are
reinvested in Common Stock under the Plan. All participants in the Plan will be
treated as having received on each Dividend Payment Date, the full amount of the
cash dividend for that Dividend Payment Date regardless of whether the cash
dividends are actually received or are applied to the purchase of shares of
Common Stock under the Plan.
Participants in the Plan who have their cash dividends reinvested in Common
Stock will also be treated as if they
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actually received a cash dividend to the extent and in the amount that any
administrative fees are paid by the Company on their behalf. In addition, such
participants will also be treated as if they actually received a cash dividend
to the extent that any Common Stock is purchased by the Company at a discount.
Such cash dividend will be equal to the amount of the difference between the
fair market value of the Common Stock purchased and the purchase price. Each
participant in the Plan who have their cash dividends reinvested in Common Stock
will have a tax basis in the shares of Common Stock purchased equal to the
amount of cash dividends applied to the purchase of such shares of Common Stock
plus any administrative fees and the amount of the discount described above
which was treated as a cash dividend actually paid to such participant.
USE OF PROCEEDS
The Company does not know precisely the number of shares of its Common
Stock that will ultimately be sold under the Plan or the prices at which those
shares will be sold. The net proceeds from the sale of Common Stock offered
pursuant to the Plan will be used for general corporate purposes, including
without limitation, investments in and advances to the Bank and any other
subsidiaries which the Company may form or acquire.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by McCarter & English, Newark, New Jersey.
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EXPERTS
The financial statements of Atlantic Stewardship Bank as of December 31,
1995 and for the year then ended, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
Article VII of the Company's Certificate of Incorporation requires the
Company 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 Company 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 Company's Certificate of Incorporation also provides that the Company
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 Company would have
the power to indemnify them against such liability under the provisions of this
article.
With respect to possible indemnification of officers, directors, employees
and agents of the Company for liabilities arising under the Securities Act, the
Company has been informed 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.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any of
the securities offered hereby in any jurisdiction in which, or to any person to
whom, such offer or solicitation may not lawfully be made. Neither the delivery
of this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee......................................... $ 137
Legal Fees and Expenses...................................... $1,000
Accounting Fees and Expenses................................. $1,000
Blue Sky Fees and Expenses................................... $ 250
Miscellaneous................................................ $ 113
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TOTAL:................................. $2,500
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ITEM 15. 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
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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 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.
With respect to possible indemnification of officers, directors, and other
corporate agents for liabilities arising under the Securities Act, the
Registrant has been informed 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.
ITEM 16. EXHIBITS.
Exhibit No. Description
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(4)(a) Dividend Reinvestment Plan
(5) Opinion of McCarter & English
(23)(a) Consent of Independent Accountants
(23)(b) The consent of McCarter & English
is contained in their opinion filed
as Exhibit (5) to this Registration
Statement
(99)(a) Authorization Card for Participation in the
Dividend Reinvestment Plan.
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ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes 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 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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland Park, State of New Jersey, on this 21st day
of January, 1997.
STEWARDSHIP FINANCIAL CORPORATION
(Registrant)
By: /s/ PAUL VAN OSTENBRIDGE
-----------------------------------
Paul Van Ostenbridge, President
and Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons in the capacities indicated on this 21st day of January, 1997.
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/ WILLAIM C. HANSE Director January 21, 1997
- - - --------------------------
William C. Hanse
/s/ MARGO LANE Director January 21, 1997
- - - --------------------------
Margo Lane
/s ARIE LEEGWATER Director and Chairman January 21, 1997
- - - -------------------------- 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
/s/ JULIE HOLLAND (Principal Financial January 21, 1997
- - - -------------------------- and Accounting Officer)
Julie Holland
-16-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- - - ----------- ----------- ----
(4)(a) Dividend Reinvestment Plan
(5) Opinion of McCarter & English
(23)(a) Consent of Independent Accountants
(23)(b) The consent of McCarter & English is
contained in their opinion filed as Exhibit
(5) to this Registration Statement.
(99)(a) Authorization Card for Participation in the
Dividend Reinvestment Plan
-17-
EXHIBIT 4(A)
STEWARDSHIP FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
1. THE COMPANY
Stewardship Financial Corporation (the "Company") was organized in
January, 1995 as a business corporation under the laws of the State of New
Jersey by the Board of Directors of Atlantic Stewardship Bank (the "Bank").
The Bank is a wholly owned banking subsidiary of the Company. The Bank is a
New Jersey state chartered commercial bank formed in 1985. The Bank
incorporates a provision in its bylaws for tithing ten percent (10%) of its
pretax profits to Christian charities. The offices of the Company and the
Bank are located at 630 Godwin Avenue, Midland Park, New Jersey 07432-1405.
The Company publishes annual and quarterly reports and proxy
statements which are made available to its shareholders. All such reports
are hereby incorporated by reference into the description of the Company in
this Dividend Reinvestment Plan (the "Plan"). The Company will provide,
without charge, to each person to whom a copy of this Plan is delivered, on
the oral or written request of any such person, a copy of any or all of the
foregoing documents. Written requests for such copies should be directed to
Stewardship Financial Corp., 630 Godwin Avenue, Midland Park, New Jersey
07432, Attention: Corporate Services, and oral requests may be made by
calling 201-444-7100.
2. THE PLAN
The Plan described in this brochure offers you the opportunity to
increase your investment in the Company with no brokerage commissions or
administrative fees of any kind. The Plan permits you to use your cash
dividends to purchase additional whole and fractional shares of the
Company's common stock (the "Common Stock"). The Plan is administered by a
committee of the Company's Board of Directors (the "Committee").
3. INVESTMENT CONSIDERATIONS
The purchase price for Common Stock purchased under the Plan is based
upon the market price of the Common Stock. The Company is not traded on any
established exchange or on the NASDAQ system, and is very thinly traded.
Therefore, the
-18-
<PAGE>
price established pursuant to the terms of the Plan may not provide a true
reflection of the value of the Common Stock. In addition, even though the
purchase price provides for a discount from the market price, no assurance
can be given that shareholders will be able to resell the shares purchased
through the Plan at a profit due to, among other things, changing
conditions and the absence of an established trading market. In addition,
because there is no established trading market, the Common Stock may be an
illiquid investment and may not be appropriate for parties who may have a
need to quickly dispose of shares of the Common Stock.
Any corporate or partnership shareholder whose purchases under this
Plan increase its holdings of Common Stock to 5% or more of the Company's
then outstanding shares will need prior Federal Reserve Board approval to
purchase their shares. Any subscriber (whether or not a corporation or
partnership) whose stock purchase would increase his or its holdings of
Common Stock to 10% or more of the Company's then outstanding shares will
need prior Federal Reserve Board and New Jersey Department of Banking and
Insurance approval to purchase such shares.
Shares of Common Stock purchased under the Plan are NOT deposit
accounts of the Bank and are NOT insured by the Federal Deposit Insurance
Corporation or any other governmental organization. Shares of Common Stock
are subject to market risk and possible loss of investment.
4. DIVIDEND REINVESTMENT
The Plan permits you to invest your Company cash dividends in
additional shares of the Common Stock. Instead of sending your regular
dividend check to you, the Company will use your dividend to purchase whole
and fractional shares of Common Stock and credit them to your account.
Dividends on the shares credited to your account under the Plan will also
be reinvested for you, thereby compounding your investment. All shares
purchased pursuant to the Plan will be purchased directly from the Company
and will be issued by the Company out of its legally authorized but
unissued shares of Common Stock.
The purchase price for shares of Common Stock purchased through the
Plan will be 95% of the average price of shares of the Company sold in the
open market in the 10 day period preceding the dividend payment date.
5. COST TO YOU
The Company will pay all brokerage commissions and administrative fees
connected with your participation in the Plan.
-19-
<PAGE>
6. ACCOUNT STATEMENTS
You will receive an account statement from the Company each time that
shares are purchased for you under the Plan. The statement will show the
total number of whole and fractional shares in your account to date, as
well as the amount of the most recent dividend, the number of shares
purchased and the price per share. The price is the average price of all
shares purchased under the Plan in connection with a given dividend. You
should retain all account statements for your personal accounting and
record keeping purchases.
7. ELIGIBILITY
All shareholders of record of Common Stock are eligible to participate
in the Plan and may do so by completing an Authorization Card.
8. ENROLLMENT
To enroll in the Plan, just complete the enclosed authorization card
and return it to the Committee in the enclosed envelope. If your signed
authorization card is received at least 15 days before a dividend payment
date, the Plan will go into effect for you with that dividend. Otherwise,
your participation will be deferred until the next dividend. Your
participation in the Plan will apply to all shares that are registered to
you at time of enrollment, plus all shares that you acquire while your
authorization remains in effect. If you sell all of your shares for which
you have a certificate, but your participation in the Plan is not
terminated, dividends on the shares held in your account under the Plan
will continue to be reinvested.
9. TAXATION OF DIVIDENDS
YOU WILL BE TAXED ON THE DIVIDENDS THAT ARE REINVESTED ON YOUR BEHALF,
JUST THE SAME AS YOU WOULD HAVE BEEN IF THEY HAD BEEN PAID DIRECTLY TO YOU.
In addition, the amount of any administrative fees paid for you by the
Company in connection with the purchase of shares will be taxed as a
dividend to you. At year-end, the Company will send all applicable tax
information to you and to the Internal Revenue Service. If you have any
remaining tax questions, you should consult your personal tax advisor.
10. CERTIFICATES
Shares purchased for your account under the Plan will normally be held
by the Company, without charge. If you wish, however, a certificate or
certificates for whole shares credited to
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<PAGE>
your account will be delivered to you upon your written request to the
Company.
11. VOTING OF SHARES
You will be given the right to vote any whole shares (but not
fractional shares) held for you under the Plan on the record date for a
vote. Shares for which no voting directions are received will not be voted.
12. FRACTIONAL SHARES
While you are a participant in the Plan, the entire amount of your
dividend will be used to purchase shares of Common Stock. If the amount is
not equal to an exact number of whole shares, your account will be credited
with a fractional share (calculated to four decimal places). A fractional
share will earn dividends for you, in proportion to the size of the
fraction just as full shares do.
13. WITHDRAWAL FROM THE PLAN
You may terminate your participation in the Plan at any time and for
any reason. To withdraw from the Plan, simply give written notice to the
Committee at least 15 days before a dividend payment date. Upon
termination, you will receive a certificate for the number of whole shares
credited to your account under the Plan, plus a check for any fraction of a
share, valued at the then current market price of the Common Stock.
14. QUESTIONS AND CORRESPONDENCE
Please direct all questions and correspondence regarding the Plan to:
Stewardship Financial Corp.
Dividend Reinvestment
Plan Committee
630 Godwin Avenue
Midland Park, NJ 07432
15. TERMS AND CONDITIONS
(a) PARTICIPATION; AGENT: The Stewardship Financial Corp. Dividend
Reinvestment Plan ("Plan") is available to shareholders of record of the
Common Stock of the Company. The Committee, acting as agent for each
participant in the Plan, will apply cash dividends which become payable to
such participant on shares of Common Stock (including shares held in the
participant's name and shares accumulated under the
-21-
<PAGE>
Plan), to the purchase of additional whole and fractional shares of stock
for such participant.
(b) PRICE; STOCK PURCHASES: The purchase price for shares of common
stock purchased under this Plan shall be 95% of the average price of shares
of Common Stock sold in the open market for the ten (10) day period
preceding the dividend payment date. In making purchases for the accounts
of participants, the Committee may commingle the funds of one participant
with those of other participants in the Plan. In the case of each purchase,
the price per share for each participant's account shall be deemed to be
the average price of all shares purchased with the funds available from
that dividend. Purchases will be made directly from the Company. The
Committee shall have no responsibility with respect to the market value of
Common Stock acquired for participants under the Plan.
(c) ACCOUNT STATEMENTS: Following each purchase of shares, the Company
will mail to each participant an account statement showing the cash
dividends, the number of shares purchased, the price per share, and the
participant's total shares accumulated under the Plan.
(d) EXPENSES: There will be no expenses to participants for the
administration of the Plan. Administrative fees associated with the Plan,
if any, will be paid by the Company.
(e) TAXATION OF DIVIDENDS: The reinvestment of dividends does not
relieve the participant of any taxes which may be payable on such
dividends. Dividends paid on accumulated shares, will be included in an
annual information return filed with the Internal Revenue Service. A copy
of the return will be sent to the participant, or the information included
in the return will be shown on the participant's final account statement
for the year.
(f) STOCK CERTIFICATES: No share certificates will be issued to a
participant unless the participant so requests or until the participant's
account is terminated. Such requests must be made in writing to the
Corporate Services Division.
(g) VOTING OF SHARES: In connection with any matter requiring the vote
of shareholders of the Company, Plan participants shall be entitled to vote
all whole shares held in the Plan. Fractional shares will not be voted.
(h) TERMINATION OF PARTICIPATION. A participant may terminate
participation in the Plan at any time by written instructions to the
Committee. To be effective on a dividend payment date, the Notice of
Termination must be received by the Committee at least 15 days before that
dividend payment
-22-
<PAGE>
date. Upon receipt of Notice of Termination from the participant, the
Committee will send to the participant a certificate for all whole shares
in the participant's account. Fractional shares credited to the terminated
account will be paid in cash at the then prevailing market rate. The
Committee may also terminate any participant's account at any time in its
discretion by notice in writing mailed to the participant.
(i) STOCK DIVIDENDS, STOCK SPLITS, RIGHTS: Any stock dividends or
stock splits on Common Stock applicable to shares belonging to a
participant under the Plan, whether held in the participant's account or in
the participant's own name, will be credited to the participant's account.
In the event the Company makes available to its shareholders rights to
purchase additional shares or securities, participants under the Plan will
receive a subscription warrant for all such rights directly from the
Company.
(j) LIMITATION OF LIABILITY: Neither the Company, the Committee, nor
any party serving on the Committee, shall have any responsibility beyond
the exercise of ordinary care for any action taken or omitted pursuant to
this agreement; nor shall they have any duties, responsibilities or
liabilities except as are expressly set forth herein; nor shall they be
liable for any act done in good faith or for any good faith omission to
act; nor shall they have any liability in connection with an inability to
purchase shares or with respect to the timing or the price of any purchase.
(k) AMENDMENT OF PLAN: This agreement may be amended, supplemented or
terminated by the Company or the Committee at any time by the delivery of
written notice to each participant at least 30 days prior to the effective
date of the amendment, supplement or termination. Any amendment or
supplement shall be deemed to be accepted by the participant unless, prior
to its effective date, the Committee receives written Notice of Termination
of the participant's account.
(l) GOVERNING LAW: This agreement and the authorization card signed by
the participant (which is deemed a part of this agreement) and the
participant's account shall be governed by and construed in accordance with
the laws of the State of New Jersey. This agreement cannot be changed
orally.
-23-
January 30, 1997
Re: Stewardship Financial Corporation
Registration Statement on Form S-3
Stewardship Financial Corporation
630 Godwin Avenue
Midland Park, New Jersey 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-3 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 20,000 shares of Common Stock, no par value per share, of the
Company (the "Shares"), reserved for issuance and sale pursuant to the Company's
Dividend Reinvestment 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 pursuant to and in
accordance with the terms of the Plan, the Shares 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
--------------------------
-24-
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Stewardship Financial Corporation:
We consent to incorporation by reference in the registration statement on
Form S-3 of Stewardship Financial Corporation of our report dated February 28,
1996, relating to the consolidated statement of financial condition of Atlantic
Stewardship Bank and subsidiary as of December 31, 1995, and the related
consolidated statements of income, changes 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.
Short Hills, New Jersey
January 22, 1997
-25-
Stewardship Financial Corp.
Dividend Reinvestment Committee
630 Godwin Avenue
Midland Park, NJ 07432
Gentlement:
This shall serve as notice of my intent to participate in the Stewardship
Financial Corp. Dividend Reinvestment Plan (the "Plan"). You are hereby
authorized and directed to take possession of any and all dividends paid on
shares of Stewardship Financial Corp. common stock to which I may be entitled
and to use such dividends in accordance with the terms of the Plan. I
acknowledge receipt of the plan, confirm that I have read the plan, and
understand that I am bound by the terms and conditions of the plan.
-----------------------------
Print Name (As it appears on
your share certificate(s))
-----------------------------
Print address
-----------------------------
Print Social Security Number
-----------------------------
Signature (sign name as it
appears on your share
certificate(s))
26
