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As filed with the Securities and Exchange Commission on October 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WEST ESSEX BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
UNITED STATES 6035 22-3597632
(state or other (Primary Standard (IRS Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization) 417 BLOOMFIELD AVENUE
CALDWELL, NJ 07006
(973) 226-7911
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WEST ESSEX BANK, FSB
401(K) SAVINGS PLAN
(Full Title of the Plan)
LEOPOLD W. MONTANARO COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER LORI M. BERESFORD, ESQUIRE
417 BLOOMFIELD AVENUE LESLIE A. MURPHY, ESQUIRE
CALDWELL, NJ 07006 MULDOON, MURPHY & FAUCETTE
(973) 226-7911 5101 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(Name, address, including zip code, and telephone (202) 362-0840
number, including area code, of agent for service)
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, check the following box. / X /
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<TABLE>
<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered (1) Price Per Share Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock 51,643
$.01 par Value Shares $10.0625 (3) $519,661 $144
Participation
Interests (4) $519,661 (5)
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(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the West Essex Bank, FSB 401(k) Savings Plan (the "Plan") as the result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock of West Essex Bancorp, Inc. pursuant to
17 C.F.R. section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of West Essex Bancorp, Inc. (the "Common Stock") as reported on the
Nasdaq Stock Market ("Nasdaq") on October 12, 1998 in accordance with 17 C.F.R. section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. section 230.416(c), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan described herein based upon the
maximum amount that could be issued under the plan pursuant to 17 C.F.R. section 230.457(h).
(5) In accordance with 17 C.F.R. section 230.457(h), the registration fee has been calculated on the basis of the number
of shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate
fee is required for the participation interests.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 10
Exhibit Index begins on Page 6
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WEST ESSEX BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for West Essex Bank, FSB
401(k) Savings Plan ("401(k) Plan") required by Part I of the Registration
Statement will be sent or given to the participants in the 401(k) Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in
reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-56729) pursuant to Rule 424(b)(3) on August 21, 1998, which includes the
consolidated statements of financial condition of West Essex Bank, FSB and
Subsidiary (the "Bank") as of as of March 31, 1998 (unaudited), December 31,
1997 and 1996, and the related consolidated statements of income, comprehensive
income, retained earnings, and cash flows for the three months ended March 31,
1998 (unaudited) and for each of the three years in the three-year period ended
December 31, 1997, together with the related notes and the report of Radics &
Co., LLC, independent auditors.
(b) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1997, which includes the statements of net assets available for
plan benefits of the Plan as of December 31, 1997 and 1996, and the related
statements of income and changes in plan equity for the three year period ended
December 31, 1997, together with the related notes and schedules as required by
ERISA filed with the SEC on October 28, 1998.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-29770), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on August 6, 1998, and declared effective
August 13, 1998 as incorporated by reference from the Company's Form S-1 (File
No. 333-56729) declared effective on August 13, 1998.
(d) All documents filed by the Company and the 401(k) Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, 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 REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES 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.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the 401(k) Plan has been
registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The consolidated statements of financial condition of West Essex Bank,
FSB and Subsidiary (the "Bank") (the registrant did not receive any proceeds
until after the effective date and therefore had no assets or liabilities) as of
as of March 31, 1998 (unaudited), December 31, 1997 and 1996, and the related
consolidated statements of income, comprehensive income, retained earnings, and
cash flows for the periods ended March 31, 1998 (unaudited) and for each of the
three years in the three-year period ended December 31, 1997, together with the
related notes and the report of Radics & Co., LLC, independent auditors, dated
March 6, 1998 (except for the tenth paragraph of note 15 as to which the date is
April 8, 1998) incorporated by reference in this Registration Statement, have
been incorporated herein in reliance upon the authority of said firm as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Article XII of the Registrant's Bylaws provides as follows:
ARTICLE XII: INDEMNIFICATION
The Holding Company shall indemnify all officers, directors and
employees of the Holding Company, and their heirs, executors and administrators,
to the fullest extent permitted under federal law against all expenses and
liabilities reasonably incurred by them in connection with or arising out of any
action, suit or proceeding in which they may be involved by reason of their
having been a director or officer of the Holding Company, whether or not they
continue to be a director or officer at the time of incurring such expenses or
liabilities, such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorneys' fees and the cost of reasonable
settlements.
This indemnification provision is consistent with the Office of Thrift
Supervision Regulation 12 C.F.R. section 545.121.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of West Essex Bancorp, Inc.1
3
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8 Tax Opinion not required. The Registrant has submitted or
hereby undertakes to submit the 401(k) Plan and any
amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan.
23 Consent of Radics & Co., LLC.
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 333-56729), as
amended, and declared effective on August 13, 1998.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was Registered) and
any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement unless the information
required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated
by reference into this Registration Statement;
(2) For determining liability under the Securities Act, to treat
each post-effective amendment as a new Registration Statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
Offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's or the Plan's
annual report pursuant to Section 13(a) or 15(d) of the
Exchange
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Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, West Essex
Bancorp, Inc. certifies that is 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 Caldwell, New Jersey on October 28, 1998.
WEST ESSEX BANCORP, INC.
By: /s/ Leopold W. Montanaro
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Leopold W. Montanaro
President and Chief 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 dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Leopold W. Montanaro and Dennis A. Petrello, as
his true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
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/s/ Leopold W. Montanaro Director, President and Chief October 28, 1998
- --------------------------- Executive Officer
Leopold W. Montanaro (principal executive officer)
/s/ Dennis A. Petrello Executive Vice President and October 28, 1998
- --------------------------- Chief Financial Officer
Dennis A. Petrello (principal accounting and
financial officer)
/s/ William J. Foody Director and Chairman of the October 28, 1998
- --------------------------- Board
William J. Foody
/s/ David F. Brandley Director October 28, 1998
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David F. Brandley
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Director
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Everett N. Leonard
Director
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James P. Vreeland
Director
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John J. Burke
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the West Essex Bank, FSB 401(k) Savings Plan)
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Caldwell, New Jersey, on October
28, 1998.
WEST ESSEX BANK, FSB 401(K) SAVINGS PLAN
By: /s/ Dennis A. Petrello
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Dennis A. Petrello
West Essex Bank, F.S.B. 401(k) Savings Plan
Plan Administrator
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C>
4 Stock Certificate of Incorporated herein by reference from the Exhibits
West Essex Bancorp, of the Registrant's Registration Statement on Form
Inc. S-1 filed with the SEC and declared effective on
August 13, 1998.
23 Radics & Co., LLC Filed herewith. 9
24 Power of Attorney Located on the signature page. 10
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EXHIBIT 23 CONSENT OF RADICS & CO., LLC
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INDEPENDENT AUDITORS' CONSENT
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The Board of Directors
West Essex Bancorp, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of West Essex Bancorp, Inc. of our report dated March 6, 1998 (except for
tenth paragraph of Note 15, which is dated April 8, 1998) relating to the
consolidated statements of financial condition of West Essex Bank, FSB and
Subsidiary as of December 31, 1997 and 1996, and the related consolidated
statements of income, comprehensive income, retained earnings and cash flows for
each of the years in the three-year period ended December 31, 1997, and to the
reference to our firm under the heading "Experts" in the Registration Statement
/s/ Radics & Co., LLC
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Radics & Co., LLC
Pine Brook, New Jersey
October 26, 1998
