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-3
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 Number)
399 State Highway 23, Franklin, New Jersey 07416
201-827-2914
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Donald L. Kovach
Sussex Bancorp
399 State Highway 23
Franklin, New Jersey 07416
201-827-2914
(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.
<PAGE>
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share(1) price (1) fee
- - - ------------- ---------- -------- --------- ---
<S> <C> <C> <C> <C>
Common Stock, 30,000 $ 11.81 $ 354,000 $ 108.00
no par value
- - - -----------
(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).
</TABLE>
<PAGE>
PROSPECTUS
SUSSEX BANCORP
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
30,000 shares of Common Stock
(no par value)
This Prospectus relates to 30,000 shares of common stock, no par value
(the "Common Stock") of Sussex Bancorp (the "Company") registered for purchase
under the Sussex Bancorp Dividend Reinvestment Plan with Option Cash Investment
(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.
The Plan consists of a dividend reinvestment component and a cash
purchase component. The dividend reinvestment component permits a participant in
the Plan to use such participant's cash dividends to purchase additional shares
of the Common Stock. The cash purchase component allows a participant to make
optional cash payments to purchase additional shares of Common Stock.
Shares of Common Stock available under the Plan may be obtained, at the
option of the Company, on the open market or from the legally authorized, but
unissued shares of Common Stock held by the Company. The purchase price for
shares obtained under the Plan will be based upon the market price of the Common
Stock.
Each participant in the Plan should recognize that neither the Company
nor Registrar & Transfer Company, the transfer agent 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 24, 1997.
<PAGE>
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 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 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
Company's Registration Statement on Form 8-B, as filed with the Securities and
Exchange Commission on December 13, 1996; and (ii) the description of the
Company's Common Stock which is contained in the Company's Registration
Statement on Form 8-B.
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.
<PAGE>
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 Sussex Bancorp, 399 State Highway 23, Franklin, New Jersey, 07416, Attention:
Ms. Candace A. Leatham, Senior Vice President, telephone: 201-827-2914.
THE COMPANY
The Company was organized in January, 1996 as a business corporation
under the laws of the State of New Jersey by the Board of Directors of Sussex
County State Bank (the "Bank"). The Bank is a wholly owned subsidiary of the
Company. The Bank is a New Jersey state chartered commercial bank formed in
1976. The offices of the Company and the Bank are located at 399 State Highway
23, Franklin, New Jersey 07416.
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 with Option
Cash Investment (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 obtaining
additional shares of Common Stock by reinvesting their cash dividends or making
optional cash payments without payment of any brokerage commission or
administrative commissions or fees. The Plan will be administered by the
Company's stock transfer agent, Registrar and Transfer Company, having an office
at 10 Commerce Drive, Cranford, New Jersey 07016.
INVESTMENT CONSIDERATIONS
Purchase Price
The purchase price of the Common Stock purchased under the Plan is
based upon the market price of the Common Stock. Quotes for the Common Stock are
supplied by the National Association of Securities Dealers ("NASD") through the
NASD OTC Bulletin Board, its automated system for reporting non-Nasdaq quotes
and National Quotation Bureau's pink sheets. The Common Stock is not traded on
any established market, such as the New York or American Stock Exchange or on
the Nasdaq National Market, and is very thinly traded. Therefore, the purchase
price established under the Plan may not be a true reflection of the value of
the Common Stock, and no assurances can be given that an investor could resell
their shares of Common Stock at a profit or even at their purchase price.
<PAGE>
In addition, even though the purchase price of the Common Stock
provides for a discount from the market price, no assurance can be given that
stockholders will be able to resell the shares of Common Stock purchased through
the Plan at a profit due to, among other things, changing conditions and the
absence of an established trading market. Furthermore, since 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.
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 Registrar and Transfer Company, the
Company's transfer agent ("R&T"). R&T, acting as agent for each participant,
will apply cash dividends on Common Stock subject to the Plan (including shares
held in the participant's name and shares accumulated under the Plan), together
with any optional cash payments received from such participant, to the purchase
of additional whole and fractional shares of Common Stock for such participant.
Any questions and correspondence concerning the Plan should be directed
to: Registrar and Transfer Company, Dividend Reinvestment Plans, 10 Commerce
Drive, Cranford, New Jersey 07016, telephone: 1-800-368-5948.
Any written correspondence sent to R&T should refer to Sussex Bancorp
or include the top portion of a participant's account statement with such
correspondence.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All stockholders of record of the Company are eligible to participate
in the Plan. Any stockholders whose shares are registered in names other than
their own (i.e. the name of a brokerage firm, bank or nominee) must either
become stockholders of record by having their shares transferred into their own
names or by making arrangements with their nominees to participate in the Plan
on their behalf. Once a stockholder becomes a registered stockholder of record,
he or she will be eligible to participate in the Plan and may do so by
completing an authorization card.
<PAGE>
4. HOW DOES A STOCKHOLDER ENROLL IN THE PLAN?
Stockholders may enroll in the Plan by completing an authorization
card. If R&T receives the signed authorization card at least 10 days prior to
the date on which a dividend will be paid ("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. Once a participant has enrolled in the Plan, the
participant may begin making optional cash payments immediately. Optional cash
payments may only be made during the 10 business day period preceding a Dividend
Payment Date.
Shareholders who were participants in the Bank's dividend reinvestment
plan prior to the Bank's holding company reorganization and who wish to remain
enrolled in the Plan need not re-enroll. Such shareholders will automatically be
enrolled in the Plan.
5. WHAT ARE THE INVESTMENT OPTIONS UNDER THE PLAN AND THE
PURCHASE PRICE FOR SHARES UNDER EACH OPTION?
The Plan consists of a dividend reinvestment option and a cash purchase
option.
DIVIDEND REINVESTMENT COMPONENT. Participants under the Plan may
reinvest their cash dividends to purchase additional whole or fractional shares
of Common Stock which will be credited to their accounts. Dividends on the
shares of Common Stock credited to a participant's account under the Plan will
also be reinvested for the participants, thereby compounding their investments.
All shares of Common Stock purchased pursuant to the Plan will be purchased
either directly from the Company, in which case the shares will be issued by the
Company out of its legally authorized but unissued shares of Common Stock, or on
the open market at then current market prices. The choice of whether shares will
be purchased from the Company or on the open market will be determined by the
Company in its discretion, based on the best interests of the Company.
The purchase price for Common Stock purchased under the Plan directly
from the Company will be 97% of the average market price of Common Stock for the
10 business days preceding the Dividend Payment Date. The market price will be
the inter-day average of the bid and asked prices for the Common Stock, as
established by a reputable market maker in the Common Stock. The purchase price
for Common Stock purchased through the Plan on the open market will be 97% of
R&T's purchase price for the Common Stock.
OPTIONAL CASH PURCHASE COMPONENT. Participants may purchase additional
whole and fractional shares of Common Stock by sending R&T any amount between
$100 and $3,000 per dividend period. These cash payments will be used to
purchase additional shares of Common Stock at 100% of current market prices.
Optional cash payments must be received by R&T within 30 business days and no
less than two business days prior to a Dividend Payment Date. Payments that are
not received within this period will be returned to a participant.
<PAGE>
Payments received from a participant within the above-described time
period will be held by R&T and combined with funds from that participant's cash
dividend for purchase of Common Stock under the Plan. No interest will be paid
on these funds. Optional cash payments should be made by check or money order
made payable to R&T. At the discretion of the Company, all shares will be
purchased either directly from the Company and issued out of the Company's
legally authorized but unissued shares, or purchased on the open market.
The purchase price for Common Stock purchased through optional cash
purchases will be 100% of the average market price of the Common Stock for the
10 business days preceding the Dividend Payment Date, if the shares are issued
directly from the Company. The average market price will be the inter-day
average of the bid and asked prices for the Common Stock, as established by a
reputable market maker in the Common Stock. The purchase price for Common Stock
purchased through optional cash purchases on the open market will be 100% of
R&T's actual purchase price.
6. WHAT ARE THE LIMITS ON OPTIONAL CASH PAYMENTS?
Optional cash payments are limited to a minimum of $100 and a maximum
of $3,000 per quarter. No interest will be paid on voluntary cash payments held
by R&T prior to their investment. Cash payments must be received by R&T within
30 business days and no less than two business days prior to a Dividend Payment
Date. It is anticipated that future dividend payments will ordinarily be made
February 1, May 1, August 1, and November 1. Payments that are not received
within this period will be returned to the participants.
7. WHEN WILL PURCHASES OF SHARES BE MADE?
R&T will make every reasonable effort to invest all dividends and
optional cash payments as promptly after receipt as possible. Participants'
funds held by R&T prior to purchase during this period will not bear interest.
Investment in the Common Stock will then be completed as soon as possible.
8. HOW WILL PURCHASES UNDER THE PLAN BE MADE?
All purchases of Common stock under the Plan will be made, at the
discretion of the Company, either directly from the Company and issued out of
the Company's legally authorized but unissued shares or on the open market.
9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO
PARTICIPANTS?
For each participant in the Plan, the entire amount of such
participant's dividend and any optional cash payment will be used to purchase
the Common Stock. If the amount purchased is not equal to an exact whole number
of shares, the participant's account will be credited with a fractional share
(calculated to four decimal places).
10. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASES?
The shares of Common Stock purchased under the Plan will be held by R&T
in a participant's account without charge. Upon receipt of a written request
from a participant and payment of a fee of $15.00, the Company will issue a
certificate or certificates representing the whole shares of Common Stock in
such participant's account.
<PAGE>
11. WHAT HAPPENS IF A PARTICIPANT SELLS ALL OF THE SHARES FOR
WHICH THE PARTICIPANT HAS RECEIVED A CERTIFICATE?
Participation in the Plan will apply to all shares of Common Stock that
are registered to a Participant at the time of enrollment, plus all shares of
Common Stock that the Participant acquires while his or her authorization
remains in effect. If a participant sells all the shares for which he has a
certificate, but his participation in the Plan is not terminated, dividends on
the shares of Common Stock held in such participant's account under the Plan
will continue to be reinvested.
12. 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 all administrative fees connected
with a stockholder's participation in the Plan. The only cost to a participant
is a termination fee if the participant decides to withdraw from the Plan. (See
DESCRIPTION OF THE PLAN--HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN)
13. 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 R&T written notice of withdrawal from the Plan
at least 10 days before a Dividend Payment Date. The notice should include a
termination fee of $25. 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. R&T may also terminate a participant's account at any time in its
discretion by notice in writing mailed to the participant.
14. 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. Shares for which no voting instructions are
received will not be voted.
15. WHO INTERPRETS THE PLAN?
R&T, as transfer agent for the Company, will interpret the Plan. The
terms, conditions, and operations of the Plan are governed by the laws of the
State of New Jersey.
16. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
R&T 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, any optional cash payments concurrently invested, the number of
shares of Common Stock purchased and the price per share. The price per share is
the average price of all shares purchased under the Plan in connection with a
given dividend, including shares purchased with any optional cash payments.
<PAGE>
Dividends on the accumulated shares and any 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.
17. MAY THE PLAN BE AMENDED, SUPPLEMENTED OR TERMINATED?
The Plan may be amended, supplemented or terminated by R&T 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, R&T receives written notice of
termination of the participant's account under the Plan.
18. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND R&T UNDER THE
PLAN?
Neither the Company nor R&T shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted pursuant to the Plan;
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.
19. 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 the rights to purchase
additional shares or securities, participants under the Plan will receive a
subscription warrant for such rights directly from R&T.
20. 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 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
purchasd 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 will have a tax
<PAGE>
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 it will ultimately sell 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.
EXPERTS
The financial statements of the Bank for the year ended December 31,
1995 incorporated by reference from the Company's Registration Statement on Form
8-B have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto and are incorporated herein by
reference in reliance upon such report given upon the authority of such 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.
<PAGE>
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee...................................... $ 108.
Legal Fees and Expenses................................... 1,000.
Accounting Fees and Expenses.............................. 1,000.
Blue Sky Fees and Expenses................................ 500.
Miscellaneous............................................. 92.
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TOTAL: ................................. $2,700.
</TABLE>
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 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
<PAGE>
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
- - - ----------- -----------
(4)(a) Dividend Reinvestment Plan with Optional Cash
Investment
(5) Opinion of McCarter & English
(23)(a) Consent of Arthur Andersen LLP
(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 with Optional
Cash Investment.
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.
<PAGE>
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.
<PAGE>
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 Franklin, State of New Jersey, on this 15th day of
January, 1997.
SUSSEX BANCORP
(Registrant)
By:/s/Donald L. Kovach
-------------------
Donald L. Kovach, President
(Principal Executive Officer)
<PAGE>
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 15th day of January, 1997.
<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
Exhibit No. Description
- - - ----------- -----------
(4)(a) Dividend Reinvestment Plan with
Optional Cash Investment
(5) Opinion of McCarter & English
(23)(a) Consent of Arthur Andersen LLP
(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 with Optional Cash
Investment
EXHIBIT (4)(a)
Sussex Bancorp
Dividend Reinvestment Plan with Optional Cash Investment
THE COMPANY
Sussex Bancorp (the "Company") was organized in January 1996 as a
business corporation under the laws of the State of New Jersey by the Board of
Directors of Sussex County State Bank (the "Bank"). The Bank is a wholly owned
subsidiary of the Company. The Bank is a New Jersey chartered commercial bank
formed in 1976. The offices of the Company and the Bank are located at 399 State
Highway 23, Franklin, New Jersey 07416. The telephone number of the Company is
201-827-2914.
The Company publishes Annual 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
with Optional Cash Investment (the "Plan"). The Company will provide, without
charge, to each person to whom a copy of the 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 made to Sussex Bancorp,
399 Route 23, Franklin, New Jersey 07416, Attention: Ms. Candace A. Leatham.
THE PLAN:
The Plan described in this brochure offers you the opportunity to
increase your investment in the Company's common stock, no par value (the
"Common Stock"), with no brokerage commissions or administrative fees of any
kind. The Plan consists of a Dividend Reinvestment Component and an Optional
Cash Purchase Component. The Dividend Reinvestment Component permits you to use
your cash dividends to purchase additional whole and fractional shares of the
Common Stock. The Optional Cash Purchase Component allows you to purchase
additional shares with optional cash payments. The Plan is administered by the
Company's stock transfer agent, Registrar & Transfer Company, 10 Commerce Drive,
Cranford, New Jersey 07016 ("R&T").
INVESTMENT CONSIDERATIONS
The purchase price of stock purchased under the Plan is based upon the
market price of the Common Stock. Quotes for the Common Stock are supplied by
the National Association of Security Dealers through the NASD OTC Bulletin
Board, its automated system for reporting non-NASDAQ quotes and National
Quotations Bureau's pink sheets. The Bank is not traded on any established
exchange or on the NASDAQ system, and is very thinly traded. Therefore, the
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 Company Stock may be an illiquid investment and
may not be appropriate for parties who may have a need to quickly dispose of
shares of Common Stock.
<PAGE>
Shares of Common Stock purchased under the Plan are NOT deposit
accounts of the Bank and are NOT insured by Federal Deposit Insurance
Corporation or any other governmental organization. Shares of Common Stock are
subject to market risk and possible loss of investment.
Any corporate or partnership shareholder whose purchases under the Plan
increase its holdings of Common Stock to 5% or more of the Company's then
outstanding shares may need prior Federal Reserve Board approval to purchase
such 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 and New
Jersey Department of Banking and Insurance approval to purchase such shares.
DIVIDEND REINVESTMENT COMPONENT
The Plan permits you to invest your Company cash dividends in
additional shares of Common Stock. Instead of sending your regular dividend
check to you, R&T 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 this Plan will be
purchased either directly from the Company, in which case they will be issued by
the Company out of its legally authorized but unissued shares of Common Stock,
or on the open market at then current market prices. The choice of whether
shares will be purchased from the Company or on the open market will be
determined by the Company in its discretion, based on the best interests on the
Company.
The purchase price for shares of Common Stock purchased through the
Plan directly from the Company will be 97% of the average market price of shares
of the Company in the ten business days preceding the dividend payment date. The
market price will be the inter-day average of the bid and asked prices for the
Common Stock, as established by a reputable market maker in the Common Stock.
The purchase price for shares of Common Stock purchased through the Plan on the
open market will be 97% of R&T's actual purchase price.
OPTIONAL CASH PURCHASE COMPONENT
As a participant in the Plan, you may also purchase additional whole
and fractional shares of Common Stock by sending R&T any amount between $100 and
$3,000 per dividend period. These amounts will be used to purchase additional
shares of stock at current market prices. You may make these additional optional
cash purchases each dividend period, within the time frame specified below.
Optional cash payments must be received by R&T within 30 business days
and no less than two business prior to a dividend payment date. It is
anticipated that future dividend payments will ordinarily be made February 1,
May 1, August 1, and November 1. Payments that are not received within this
period will be returned to you.
Payments received within the above-described time frame will be held by
R&T until combined with funds from that dividend for purchase of Common Stock
under the Plan. No interest will be paid on these funds. Optional cash payments
should be made by check or money order made payable to Registrar and Transfer
Company. At the discretion of the Company, all shares will be purchased on the
open market.
<PAGE>
The purchase price for shares of Common Stock purchased through this
optional cash purchase provision will be 100% of the average market price of
shares of the Common Stock in the ten business days preceding the dividend
payment date, if the shares are issued directly from the Company. The market
will be the inter-day average of the bid and asked prices for the Common Stock,
as established by a reputable market maker in the Common Stock. The purchase
price for shares of Common Stock purchased through this optional cash purchase
provision on the open market will be 100% of R&T's actual purchase price.
COST TO YOU
The Company will pay all brokerage commissions and administrative fees
connected with your participation in the Plan. The only cost will be a
termination fee if you decide to withdraw from the Plan.
ACCOUNT STATEMENTS
You will receive an account statement from R&T 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, any optional cash payments concurrently invested, 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, including shares purchased with any optional cash payments. Each
statement will also include a detachable form for your convenience and use in
making optional cash payments. You should retain all account statements for your
personal accounting and record keeping purposes.
ELIGIBILITY
Participation in the Plan is limited to registered shareholders of
record of the Common Stock. Any shareholder whose common shares are registered
in names other than their own (i.e., the name of a brokerage firm, bank or
nominee) must either become a shareholder of record by having their shares
transferred into their own name or by making arrangements with their nominee to
participate in the Plan on their behalf. Once you have become a registered
shareholder of record, you will be eligible to participate in the Plan and may
do so by completing an authorization card.
ENROLLMENT
To enroll in the Plan, just complete the enclosed authorization card
and return it to R&T in the enclosed envelope. If your signed authorization card
is received at least 10 business 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. Once you have enrolled in the Plan you
may begin making optional cash payments immediately. Again, optional cash
payments may only be made during the 10 business day period preceding a dividend
payment date. 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.
<PAGE>
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 brokerage commissions and administrative fees paid
for you by the Company in connection with the purchase of shares, as well as the
value of the discount paid by the Company on behalf of a participant on open
market purchases, will be taxes as income to you. At year-end R&T 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.
CERTIFICATES
Shares purchased for your account under the Plan will normally be held
by R&T, without charge. If you wish, however, a certificate or certificates for
whole shares credited to your account will be delivered to you upon your written
request to R&T. R&T will impose a certificate fee of $15 per request.
VOTING OF SHARES
You will be given the right to direct R& T 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.
FRACTIONAL SHARES
While you are a participant in the Plan, the entire amount of your
dividend and any optional cash payment 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.
WITHDRAWAL FROM 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 R& T at
least 10 business days before a dividend payment date. Your notice should
include a termination fee of $25. 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 Common Stock.
QUESTIONS AND CORRESPONDENCE
Please direct all questions and correspondence regarding the Plan to:
Registrar and Transfer Company
Dividend Reinvestment Plan
10 Commerce Drive
Cranford, NJ 07016
Telephone: 1-800-368-5948
Be sure to refer to Sussex Bancorp or enclose the top portion of your
account statement with all correspondence.
<PAGE>
Terms and Conditions
of Dividend Reinvestment Plan
(a)Participation; Agent: The Plan is available to shareholders of
record of the Common Stock. R&T, 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 Plan), together with any optional cash payments
received from such participant, to the purchase of additional whole and
fractional shares of stock for such participant.
(b)Optional Cash Payments: A participant's optional cash payment must
be made by check or money order, payable to Registrar & Transfer Company, and
may not be less than $100 nor more than $3,000 per dividend period. Optional
cash payments must be received by R&T no more than 30 business days and no less
than two business days prior to a dividend payment date. It is anticipated that
future dividend payments will ordinarily be made on February 1, May 1, August 1,
and November 1. Payments that are not received within this period will be
returned to you. A participant may withdraw his or her entire optional cash
payment by written notice to R& T not less than 48 hours before such payment is
to be invested.
(c)Stock Purchases: In making purchases for the accounts of
participants, R&T 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 for shares purchased with reinvested dividends shall
be the average price of all shares purchased during that dividend period, with
the price of each share determined in accordance with the Dividend Reinvestment
section hereof. In the case of each optional cash purchase, the price per share
for each participant's account shall be the average price of all shares
purchased during that dividend period, with the price of each share determined
in accordance with the Optional Cash Purchases Component of the Plan. At the
discretion of the Company, purchases may be made directly from the Company or on
the open market, at such prices and on such terms as R&T shall determine its
discretion. R&T shall have no responsibility with respect to the market value of
the Common Stock acquired for participants under the Plan.
(d)Timing Of Purchases: R&T will make every reasonable effort to invest
all dividends and optional cash payments as promptly after receipt as possible.
Participant's funds held by R&T prior to purchase during this period will not
bear interest. Investment in the Common Stock will then be completed as soon as
possible.
(e)Account Statements: Following each purchase of shares, R&T will mail
to each participant an account statement showing the cash dividends and optional
cash payments received, the number of shares purchased, the price per share, and
the participant's total shares accumulated under the Plan.
(f)Expenses: There will be no expenses to participants for the
administration of the Plan. Brokerage commissions and administrative fees
associated with the Plan, if any, will be paid by the Company.
<PAGE>
(g)Taxation of Dividends: The reinvestment of dividends does not
relieve the participant of any taxes which may be payable on such dividends. In
addition, brokerage commissions and administrative fees paid by the Company, if
any, on behalf of the participant, as well as the value of the discount paid by
the Company on behalf of a participant on open market purchases, may constitute
additional income. Dividends paid on accumulated shares, and the amount of
brokerage commissions and administrative fees paid by the Company on behalf of
each participant, 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.
(h)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 R&T, and must be
accompanied by a check or money order in the amount of $15 in payment of the
certificate fee. No certificates for fractional shares will be issued.
(i)Voting of Shares: In connection with any matter requiring the vote
of shareholders of the Company, Plan participants shall be entitled to direct
R&T to vote all whole shares held on their account in the Plan. Fractional
shares will not be voted.
(j)Termination of Participation: A participant may terminate
participation in the Plan at any time by written instructions to R&T. Notice of
termination must be accompanied by a termination fee of $25. To be effective on
a dividend payment date, the Notice of Termination must be received by R&T at
least 10 business days before that dividend payment date. Upon receipt of Notice
of Termination from the participant, R&T 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. R&T may also terminate any participants account at any time in its
discretion by notice in writing mailed to the participant.
(k)Stock Dividends, Stock Splits, Rights: Any stock dividends or stock
splits on the 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 R&T.
(l)Limitation of Liability: Neither the Company nor R&T 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.
(m)Amendment of Plan: This agreement may be amended, supplemented or
terminated by the Company or R&T 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,
R&T receives written Notice of Termination of the participant's account.
<PAGE>
(n)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.
SUSSEX BANCORP
Dividend Reinvestment Plan
EXHIBIT (5)
January 27, 1997
Re: Sussex Bancorp
Registration Statement on Form S-3
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-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 30,000 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 with
Optional Cash Investment (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,
McCarter & English
(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-3 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 Susssex
Bancorp's filing on Form 8B dated December 13, 1996 and to all reference 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
AUTHORIZATION CARD
Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, NJ 07016
Gentlemen:
This shall serve as notice of my intent to participate in the Sussex Bancorp
Dividend Reinvestment Plan with Optional Cash Investment (the "Plan"). You are
hereby authorized to enroll me in the Dividend Reinvestment Component and take
possession of any and all dividends paid on shares of Sussex Bancorp common
stock (the "Common Stock") to which I may be entitled and to use such dividends
in accordance with the terms of the Plan.
You are also hereby authorized to enroll me in the Optional Cash Investment
Component of the Plan (check here to authorize enrollment_______) which provides
for voluntary cash payments, in amounts of at least $100 but no more than
$3,000, on a quarterly basis to purchase additional shares of Common Stock.
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.
Dated:___________
- - - -------------------------------
Shareholder Name (as it appears
on registered Common Stock)
- - - -------------------------------
Shareholder Signature
- - - -------------------------------
Address
- - - -------------------------------
Social Security No. or Taxpayer
Identification Number
______________________
Area Code - Telephone No.
