SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUSSEX BANCORP
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(Exact name of registrant as specified in its charter)
New Jersey 22-3475473
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(State of incorporation (I.R.S. employer
or organization identification no.)
399 Route 23, Franklin, New Jersey 07416
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(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective simulta-
pursuant to General neously with the effectiveness
Instruction A(c)(1) please of a concurrent registration
check the following box. [ ] statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
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Common stock, no par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered consist of the common stock, no par
value (the "Common Stock"), of Sussex Bancorp (the "Registrant"). The Common
Stock is currently registered under Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). In connection with the listing of the
Common Stock on the American Stock Exchange, the Registrant is registering the
Common Stock under Section 12(b) of the Exchange Act. The following is a
description of the Common Stock:
Capital Structure
The Registrant's certificate of incorporation provides for an
authorized capitalization consisting of 5,000,000 shares of common stock,
without par value. The Registrant has 695,988 shares of common stock
outstanding, leaving 4,304,012 shares of authorized common stock available to be
issued when and if the Board of Directors of the Registrant determines it is
advisable to do so. Under New Jersey law, the Board of Directors is generally
empowered to issue authorized common stock without shareholder approval.
Dividend Rights
The holders of the Registrant's common stock are entitled to dividends,
when, as, and if declared by the Registrant's Board of Directors, subject to the
restrictions imposed by New Jersey law. The only statutory limitation applicable
to the Registrant is that dividends may not be paid if the Registrant is
insolvent. However, as a practical matter, unless the Registrant expands its
activities, its only source of income will be the earnings of the Sussex County
State Bank, its subsidiary (the "Bank"). Under the New Jersey Banking Act of
1948, dividends may be paid only if, after the payment of the dividend, the
capital stock of the Bank will be unimpaired and either the Bank will have a
surplus of not less than 50% of its capital stock or the payment of the dividend
will not reduce the Bank's surplus.
Voting Rights
Each share of the Common Stock is entitled to one vote per share.
Cumulative voting is not permitted. Under New Jersey corporate law, the
affirmative vote of a majority of the votes cast is required to approve any
merger, consolidation or disposition of substantially all of the Registrant's
assets.
Preemptive Rights
Under New Jersey law, shareholders may have preemptive rights if these
rights are provided in the certificate of incorporation. The Certificate of
Incorporation of the Registrant does not provide for preemptive rights.
Appraisal Rights
Under New Jersey law, dissenting shareholders of the Registrant will
have appraisal rights (subject to the broad exception set forth in the next
sentence) upon certain mergers or consolidations. Appraisal rights are not
available in any such transaction if shares of the corporation are listed for
trading on a national securities exchange or held of record by more than 1,000
holders. In addition, appraisal rights are not available to shareholders of an
acquired corporation if, as a result of the transaction, shares of the acquired
corporation are exchanged for any of the following: (1) cash; (ii) any
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securities listed on a national securities exchange or held of record by more
than 1,000 holders; or (iii) any combination of the above. New Jersey law also
provides that a corporation may grant appraisal rights in other types of
transactions or regardless of the consideration received by providing for such
rights in its Certificate of Incorporation. The Registrant's Certificate of
Incorporation does not provide appraisal rights beyond those called for under
New Jersey law.
Directors
Under New Jersey law and the Registrant's Certificate of Incorporation,
the Registrant is to have a minimum of three directors and maximum of 25, with
the number of directors at any given time to be fixed by the Board of Directors.
Indemnification
The Certificate of Incorporation of the Registrant provides that the
Registrant will indemnify any person who was or is a party to any threatened,
pending or completed action, whether civil or criminal, administrative or
investigative by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving as a director or officer of any
other entity at the request of the Registrant against expenses, judgments, fines
and amounts paid in settlement incurred by such person in connection with such
action, provided that the director or officer acted in good faith in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In addition, in the event
that such action is in the name of the Registrant, a director or officer may not
be indemnified if he is found liable to the Registrant unless a court determines
that, despite the finding of liability, the officer or director is fairly and
reasonably entitled to indemnification.
Limitation of Liability
The Certificate of Incorporation of the Registrant contains provisions
which may limit the liability of any director or officer of the Registrant to
the Registrant or its shareholders for damages for an alleged breach of any duty
owed to the Registrant or its shareholders. This limitation will not relieve an
officer or director from liability based on any act or omission (i) which was in
breach of such person's duty of loyalty to the Registrant or its shareholders;
(ii) which was not in good faith or involved a knowing violation of law; or
(iii) which resulted in receipt by such officer or director of an improper
personal benefit. These provisions are explicitly permitted by New Jersey law.
Shareholders Protection Act
A provision of New Jersey law, the New Jersey Shareholders Protection
Act (the "Shareholders Act") prohibits certain transactions involving an
"interested stockholder" and a company. An "interested stockholder" is generally
defined as one who is the beneficial owner, directly or indirectly, of ten
percent or more of the voting power of the outstanding stock of the corporation.
The Shareholders Act prohibits certain business combinations between an
interested stockholder and a New Jersey corporation subject to the Shareholders
Act for a period of five years after the date the interested stockholder
acquired his stock, unless the transaction was approved by the corporation's
board of directors prior to the time the interested stockholder acquired their
shares. After the five year period expires, the prohibition on business
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combinations with an interested stockholder continues unless certain conditions
are met. The conditions include (i) that the business combination is approved by
the Board of Directors of the target corporation; (ii) that the business
combination is approved by a vote of two-thirds of the voting stock not owed by
the interested shareholder; and (iii) that the shareholders of the corporation
receive a price in accordance with a fair price formula set forth in the
statute. The Shareholders Act as applicable to the Registrant could inhibit
unsolicited offers to acquire the Registrant.
Restrictions on Acquisitions of the Registrant
The Certificate of Incorporation of the Registrant permits the Board of
Directors, consistent with their fiduciary duty and as already permitted by
statute, to consider, in connection with any proposed acquisition of the
corporation, any fact which the Board of Directors deems relevant, including the
communities which the Registrant serves. This provision, along with the
provisions of the Shareholders Act described above could have the effect of
delaying, deferring or preventing a change in control of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant is duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SUSSEX BANCORP
Date: January 15, 1998 By: /s/Candace E. Leatham
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Name: Candace E. Leatham
Title: Senior Vice President
and Chief Financial Officer
