As filed with the Securities and Exchange Commission
on January 29, 1997
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Sussex Bancorp
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-3475473
(I.R.S. Employer Identification No.)
399 State Highway 23, Franklin, New Jersey 07416
(Address of principal executive offices) (Zip code)
1995 Incentive Stock Option Plan
1995 Stock Option Plan for Non-Employee Directors
1988 Non-Qualified Stock Option Plan
(Full title of the plan)
Donald L. Kovach
Sussex Bancorp
399 State Highway 23
Franklin, New Jersey 07416
(Name and address of agent for service)
(201) 827-2914
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered share(2) price fee
- ---------------- ---------- -------- ----- ---
Common Stock, 127,762(1) $ 11.81 $1,508,870 $ 458
par value
<PAGE>
(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1995 Stock Option Plan, 1995 Stock Option
Plan for Non-Employee Directors and 1988 Non-Qualified Stock Option Plan
(collectively the "Plans"). This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in such Plans.
(2) Estimated solely for the purpose of calculating the registration fee
and based upon the book value of the Registrant's stock as of December 31, 1997,
in accordance with Rule 457(h)(1).
<PAGE>
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 Sussex County State Bank as of
and for the years ended December 31, 1994 and 1995 and the unaudited
financial statements as of and for the nine months 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 13, 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
13, 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.
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").
<PAGE>
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
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.
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit Number Description of Exhibit
-------------- ----------------------
4(a) 1995 Incentive Stock Option Plan*
4(b) 1995 Stock Option Plan for Non-Employee
Directors*
4(c) 1988 Non-Qualified Stock Purchase 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 Arthur Andersen LLP
* Incorporated by reference from Exhibits 10(a), 10(b) and 10(c) to the
Registrant's Registration Statement on Form 8-B, filed with the Securities and
Exchange Commission on December 13, 1996.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement and to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however,
(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.
<PAGE>
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.
<PAGE>
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 Franklin, New Jersey, on January 15, 1997.
By:/s/Donald L. Kovach
----------------
Donald L. Kovach, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/Donald L. Kovach President, Principal January 15, 1997
- ------------------- Executive Officer and
Donald L. Kovach Director
/s/William E. Kulsar Director January 15, 1997
- --------------------
William E. Kulsar
/s/Irvin Ackerson Director January 15, 1997
- ------------------
Irvin Ackerson
/s/Joel D. Marvil Director January 15, 1997
- -----------------
Joel D. Marvil
/s/Richard Scott Director January 15, 1997
- ----------------
Richard Scott
/s/Joseph Zitone Director January 15, 1997
- ----------------
Joseph Zitone
/s/Candace A. Leatham Senior Vice President January 15, 1997
- --------------------- (Principal Financial
Candace A. Leatham and Accounting Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
SUSSEX BANCORP
Exhibit No. Name of Document
----------- ----------------
4(a) 1995 Incentive Stock Option Plan*
4(b) 1995 Stock Option Plan for Non-Employee Directors*
4(c) 1988 Non-Qualified Stock Option Plan*
5(a) Opinion of McCarter & English
23(a) Consent of McCarter & English (included
in the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of Arthur Andersen LLP
* Incorporated by reference from Exhibits 10(a), 10(b) and 10(c) to the
Registrant's Registration Statement on Form 8-B, filed with the Securities
and Exchange Commission on December 13, 1996.
EXHIBIT 5
January 27, 1997
Re: Sussex Bancorp
Registration Statement on Form S-8
Sussex Bancorp
399 State Highway 23
Franklin, NJ 07416
Dear Sirs:
We have acted as counsel for Sussex Bancorp, a New Jersey corporation (the
"Company"), in connection with the Registration Statement on Form S-8 being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to an aggregate of 127,762 shares
of Common Stock, no par value per share, of the Company (the "Shares"), reserved
for issuance and sale pursuant to the Company's 1995 Stock Option Plan, the
Company's 1995 Stock Option Plan for NonEmployee Directors, and the Company's
1988 Non-Qualified Stock Option Plan. Each of the 1995 Stock Option Plan, the
1995 Stock Option Plan for NonEmployee Directors, and the 1988 Non-Qualified
Stock Option Plan as herein referred to as a Plan and collectively the Plans.
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:
Upon issuance and delivery by the Company of the Shares and pursuant to the
exercise of stock options and payment of the exercise price therefor in
accordance with the terms set forth in such options and the Plans, in cash or
other consideration permitted under Section 14A:7-5 of the New Jersey Business
Corporation Act (the "Act"), the Shares issued thereunder will be legally
issued, fully paid and non-assessable.
<PAGE>
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
---------------------
McCarter & English
EXHIBIT 23(b)
(LETTERHEAD)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Sussex Bancorp:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 22, 1996 included in the Sussex County State Bank's annual report for
the year ended December 31, 1995 which is included in Sussex Bancorp's filing on
Form *B dated December 13, 1996 and to all references to our firm included in or
made a part of this registration statement.
/s/Arthur Andersen LLP
----------------------
Arthur Andersen LLP
Roseland, New Jersey
January 23, 1997
