SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1999
Dollar Bancorp, Inc.
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0- To Be Applied For
- ---------------------------- -------------------- ------------------------
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
893 Franklin Avenue, Newark, New Jersey 07107
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 483-0001
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
--------------------------------
After the close of business on October 20, 1999, Dollar Bancorp, Inc.
(the "Company") became a savings and loan holding company in accordance with the
terms of an Agreement and Plan of Reorganization, dated June 17, 1999 (the
"Agreement"), by and between Dollar Savings Bank (the "Bank"), a
federally-chartered stock savings bank, Dollar Interim Savings Bank ("Interim"),
a federally-chartered interim stock savings bank, and the Company, a Delaware
chartered stock corporation. Pursuant to the Agreement: (1) the Company was
organized as a wholly owned subsidiary of the Bank; (2) Interim was organized as
a wholly owned subsidiary of the Company; (3) Interim merged with and into the
Bank, with the Bank as the surviving institution, and (4) upon such merger, (i)
the outstanding shares of common stock, par value $1.00 per share, of the Bank
became, by operation of law, on a one-for-one basis, common stock, par value
$0.01 per share, of the Company, (ii) the common stock of Interim held by the
Company was converted into common stock of the Bank and (iii) the common stock
of the Company held by the Bank was canceled. Accordingly, the Bank became a
wholly owned subsidiary of the Company and the shareholders of the Bank became
shareholders of the Company.
The Common Stock of the Bank was previously registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with the Office of Thrift Supervision. Pursuant to Rule 12g-3 promulgated under
the Exchange Act, the Company's Common Stock is deemed automatically registered
under the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
-------------------------------------------------------------------
The Index of Exhibits immediately precedes the attached exhibits.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DOLLAR BANCORP, INC.
DATE: October 20, 1999 By:/S/ Robert DeMane
--------------------------------------
Robert DeMane
President and Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization
Exhibit 3.1 Certificate of Incorporation of Dollar Bancorp, Inc.
Exhibit 3.2 Bylaws of Dollar Bancorp, Inc.
Exhibit 4 Form of Common Stock Certificate
4
<PAGE>
EXHIBIT 2
<PAGE>
DOLLAR SAVINGS BANK
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated June 17, 1999, is by
and among DOLLAR SAVINGS BANK, a federal stock savings bank ("Dollar"); DOLLAR
BANCORP, INC., a Delaware corporation (the "Corporation"), and DOLLAR INTERIM
SAVINGS BANK, a to-be-formed interim federal stock savings bank ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the corporate structure of Dollar will be reorganized
into the holding company form of ownership. The result of such reorganization
will be that immediately after the Effective Date (as defined in Article V
below), all of the issued and outstanding shares of common stock of Dollar will
be held by Corporation, and the holders of the issued and outstanding shares of
common stock of Dollar will become the holders of the issued and outstanding
shares of common stock of Corporation.
The reorganization of Dollar will be accomplished by the following
steps: (l) the formation by Dollar of a wholly owned, first tier subsidiary,
Corporation, incorporated under the laws of the State of Delaware for the
primary purpose of becoming the sole stockholder of a newly formed interim
federal stock savings bank, and subsequently becoming the sole stockholder of
the common stock of Dollar, which formation shall include the issuance of up to
1000 shares of Corporation Common Stock to Dollar for a price of $50 per share;
(2) the formation of an interim federal stock savings bank, "Interim," which
will be wholly owned by Corporation; and (3) the merger of Interim into Dollar,
with Dollar as the surviving corporation. Pursuant to such merger: (i) all of
the issued and outstanding shares of common stock of Dollar will automatically
be converted by operation of law on a one-for-one basis into an equal number of
issued and outstanding shares of common stock of the Corporation; and (ii) all
of the issued and outstanding shares of common stock of Interim will
automatically be converted by operation of law on a one for one basis into an
equal number of issued and outstanding shares of common stock of Dollar, which
will be all of the issued and outstanding stock of Dollar.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization, and in consideration of the mutual covenants herein set forth,
the parties agree as follows:
ARTICLE I
MERGER OF INTERIM INTO
DOLLAR AND RELATED MATTERS
--------------------------
1.1 On the Effective Date, Interim will be merged with and into Dollar
(the "Merger") and the separate existence of Interim shall cease, and all assets
and property (real, personal and mixed, tangible and intangible, chooses in
action, rights and credits) then owned by Interim, or which would inure to it,
shall immediately and automatically, by operation of law and without any
conveyance, transfer, or further action, become the property of Dollar. Dollar
shall be deemed to be a continuation of Interim, and Dollar shall succeed to the
rights and obligations of Interim.
1.2 Following the Merger, the existence of Dollar shall continue unaffected
and unimpaired by the Merger, with all the rights, privileges, immunities and
powers, and subject to all the duties and liabilities, of a corporation
organized under the laws of the United States of America. The Charter and
1
<PAGE>
Bylaws of Dollar, as presently in effect, shall continue in full force and
effect and shall not be changed in any manner whatsoever by the Merger.
1.3 From and after the Effective Date, and subject to the actions of
the Board of Directors of Dollar, the business presently conducted by Dollar
(whether directly or through its subsidiaries) will continue to be conducted by
it, as a wholly owned subsidiary of Corporation, and the present directors and
officers of Dollar will continue in their present positions. The home office and
branch offices of Dollar in existence immediately prior to the Effective Date
shall continue to be the home office and branch offices, respectively, of Dollar
from and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
-------------------
2.1 The terms and conditions of the Merger, the mode of carrying the
same into effect, and the manner and basis of converting the common stock of the
Bank into Common Stock of the Corporation to this Agreement shall be as follows:
A. On the Effective Date, each share of common stock, par
value $1.00 per share, of Dollar (the "Dollar Common Stock") issued and
outstanding immediately prior to the Effective Date shall automatically by
operation of law be converted into and shall become one share of common stock,
par value $0.01 per share, of the Corporation (the "Common Stock"). Each share
of common stock of Interim issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, automatically by operation of law
be converted into and become one share of common stock, $1.00 par value per
share, of Dollar and shall not be further converted into shares of the
Corporation, so that from and after the Effective Date, all of the issued and
outstanding shares of Common Stock of Dollar shall be held by Corporation.
B. From and after the Effective Date, each holder of an
outstanding certificate or certificates that, prior thereto, represented shares
of Dollar Common Stock, shall, upon surrender of the same to the designated
agent of Dollar, be entitled to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Corporation Common Stock
into which the shares theretofore represented by the certificate or certificates
so surrendered shall have been converted, as provided in the foregoing
provisions of this Section 2.1. Until so surrendered, each such outstanding
certificate which, prior to the Effective Date, represented shares of Dollar
Common Stock shall be automatically deemed for all purposes to evidence the
ownership of the equal number of whole shares of Corporation Common Stock.
Former holders of shares of Dollar Common Stock will not be required to exchange
their Dollar Common Stock certificates for new certificates evidencing the same
number of shares of Corporation Common Stock. If in the future Corporation
determines to effect an exchange of stock certificates, instructions will be
sent to all holders of record of Corporation Common Stock.
C. All shares of Corporation Common Stock into which shares of
Dollar Common Stock shall have been converted pursuant to this Article II shall
be deemed to have been issued in full satisfaction of all rights pertaining to
such converted shares.
D. On the Effective Date, the holders of certificates formerly
representing Dollar Common Stock outstanding on the Effective Date shall cease
to have any rights with respect to the stock
2
<PAGE>
of Dollar Common Stock, and their sole rights shall be with respect to the
Corporation Common Stock into which their shares of Dollar Common Stock shall
have been converted by the Merger.
ARTICLE III
CONDITIONS
----------
3.1 The obligations of Dollar, Corporation and Interim to effect the
Merger and otherwise consummate the transactions which are the subject matter
hereof shall be subject to satisfaction of the following conditions:
A. To the extent required by applicable law, rules, and
regulations, the holders of the outstanding shares of Dollar Common Stock shall,
at a meeting of the stockholders of Dollar duly called, have approved this
Agreement by the affirmative vote of a majority of the outstanding shares of
Dollar Common Stock.
B. The holders of not more than ten percent (10%) of the
outstanding shares of Dollar Common Stock shall have elected to exercise
dissenter's and appraisal rights under applicable federal law, to the extent
such rights are available.
C. Corporation shall have complied with all applicable state
securities or "blue sky" laws relating to the issuance of the Corporation Common
Stock.
D. Any and all approvals from the OTS and any other state or
federal governmental agency having jurisdiction necessary for the lawful
consummation of the Merger and the issuance and delivery of Corporation Common
Stock as contemplated by this Agreement shall have been obtained.
E. Dollar shall have received either (i) a ruling from the
Internal Revenue Service or (ii) an opinion from its legal counsel, to the
effect that the Merger will be treated as a non-taxable transaction under
applicable provisions of the Internal Revenue Code of 1986, as amended, and that
no gain or loss will be recognized by the stockholders of Dollar upon the
exchange of Dollar Common Stock held by them solely for Corporation Common
Stock.
ARTICLE IV
TERMINATION
-----------
4.1 This Agreement may be terminated at the election of any of the
parties hereto if any one or more of the conditions to the obligations of any of
them hereunder shall not have been satisfied and shall have become incapable of
fulfillment and shall not be waived. This Agreement may also be terminated at
any time prior to the Effective Date by the mutual consent of the respective
Boards of Directors of the parties.
4.2 In the event of the termination of this Agreement pursuant to any
of the foregoing provisions, no party shall have any further liability or
obligation of any nature to any other party under this Agreement.
3
<PAGE>
ARTICLE V
EFFECTIVE DATE OF MERGER
------------------------
Upon satisfaction or waiver (in accordance with the provisions of this
Agreement) of each of the conditions set forth in Article III, the parties
hereto shall execute and cause to be filed the Merger Agreement and such
certificates or further documents as shall be required by the OTS and the State
of Delaware, and with such other federal or state regulatory agencies as may be
required. Upon approval by the OTS and endorsement of such Merger Agreement by
the OTS, the Merger and other transactions contemplated by this Agreement shall
become effective. The Effective Date for all purposes hereunder shall be the
date of such endorsement by the OTS.
ARTICLE VI
MISCELLANEOUS
-------------
6.1 Any of the terms or conditions of this Agreement, which may legally
be waived, may be waived at any time by any party hereto that is entitled to the
benefit thereof, or any of such terms or conditions may be amended or modified
in whole or in part at any time, to the extent authorized by applicable law, by
an agreement in writing, executed in the same manner as this Agreement.
6.2 Any of the terms or conditions of this Agreement may be amended or
modified in whole or in part at any time, to the extent permitted by applicable
law, rules, and regulations, by an amendment in writing, provided that any such
amendment or modification is not materially adverse to Dollar, Corporation or
their stockholders. In the event that any governmental agency requests or
requires that the transactions contemplated herein be modified in any respect as
a condition of providing a necessary regulatory approval or favorable ruling, or
that in the opinion of counsel such modification is necessary to obtain such
approval or ruling, this Agreement may be modified, at any time before or after
adoption thereof by the stockholders of Dollar, by an instrument in writing,
provided that the effect of such amendment would not be materially adverse to
Dollar, Corporation or their stockholders.
6.3 This Agreement shall be governed by and construed under the laws of
the State of New Jersey, except insofar as Federal law is deemed to apply.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Reorganization as of the date first above written.
DOLLAR SAVINGS BANK
By: \s\ Robert DeMane
-----------------------------------------
Robert DeMane
President and Chief Executive Officer
DOLLAR BANCORP, INC.
(In formation)
By: \s\ Robert DeMane
-----------------------------------------
Robert DeMane
President and Chief Executive Officer
DOLLAR INTERIM SAVINGS BANK
(In formation)
By: \s\ Robert DeMane
-----------------------------------------
Robert DeMane
President and Chief Executive Officer
5
<PAGE>
EXHIBIT 3.1
<PAGE>
CERTIFICATE OF INCORPORATION
OF
DOLLAR BANCORP, INC.
ARTICLE 1. CORPORATE TITLE. The name of the Corporation is Dollar
Bancorp, Inc. (hereinafter referred to as the "Corporation").
ARTICLE 2. REGISTERED OFFICE. The address of the registered office of
the Corporation in the State of Delaware is Corporation Trust Company, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of the
registered agent at that address is The Corporation Trust Company.
ARTICLE 3. PURPOSE. The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
ARTICLE 4. CAPITAL STOCK.
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one million (1,000,000) consisting
of:
1. One hundred thousand (100,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
2. Nine hundred thousand (900,000) shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock").
B. The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.
ARTICLE 5. MANAGEMENT OF CORPORATION. The following provisions are
inserted for the management of the business and the conduct of the affairs of
the Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its Directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them
1
<PAGE>
by statute or by this Certificate of Incorporation or the Bylaws of the
Corporation, the Directors are hereby empowered to exercise all such powers and
do all such acts and things as may be exercised or done by the Corporation.
B. Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may be effected by the unanimous consent in
writing by such stockholders.
ARTICLE 6. DIRECTORS
A. The number of Directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
Whole Board. The Directors shall be divided into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter, and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter. At each
annual meeting of stockholders following such initial classification and
election, Directors elected to succeed those Directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election.
B. Newly created directorships resulting from any increase in the
authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the Directors
then in office, though less than a quorum, and Directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. No decrease
in the number of Directors constituting the Board of Directors shall shorten the
term of any incumbent Director.
C. Advance notice of stockholder nominations for the election of
Directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
D. Any Director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least 50% of the voting power of all of the then-outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of Directors voting together as a single class.
ARTICLE 7. BYLAWS. The Board of Directors is expressly empowered to
adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or
repeal of the Bylaws of the Corporation by the Board of Directors shall require
the approval of a majority of the Whole Board. The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Corporation; provided,
however, that, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the
2
<PAGE>
holders of at least 50% of the votes cast by stockholders voting together as a
single class, shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation.
ARTICLE 8. INDEMNIFICATION.
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article
8 shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, if required under the Delaware
General Corporation Law, that an advancement of expenses incurred by an
indemnitee in his or her capacity as a Director of Officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article 8 shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article 8 is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days,
3
<PAGE>
the indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses), it shall be a defense that, and (ii) in any suit by
the Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that, the indemnitee has not met any applicable standard
for indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article 8 or otherwise, shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article 8 shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article 8 with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ARTICLE 9. LIMITATION OF LIABILITY. A Director of this Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional
4
<PAGE>
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of Directors, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
ARTICLE 10. AMENDMENTS. The Corporation reserves the right to amend or
repeal any provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all rights conferred
upon stockholders are granted subject to this reservation; provided, however,
that, notwithstanding any other provision of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any vote of the holders of any class or series of the stock
of the Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 50% of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of Directors, voting together as a single class,
shall be required to amend or repeal any provision contained in the Certificate
of Inspection.
ARTICLE 11. SOLE INCORPORATOR. The name and mailing address of the sole
incorporator are as follows:
Name Mailing Address
--------------- ---------------------------
Edward A. Quint 5335 Wisconsin Avenue, N.W.
Suite 400
Washington, D.C. 20015
5
<PAGE>
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and accordingly, have hereto set my hand this 6th day of October, 1999.
/S/ Edward A. Quint
---------------------------
Edward A. Quint
Incorporator
6
<PAGE>
EXHIBIT 3.2
<PAGE>
BYLAWS
OF
DOLLAR BANCORP, INC.
ARTICLE I - STOCKHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for
the election of Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen (13) months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.
SECTION 2. SPECIAL MEETINGS. Subject to the rights of the holders of
any class or series of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of Directors which the
Corporation would have if there were no vacancies on the Board of Directors
(hereinafter the "Whole Board").
SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter.
1
<PAGE>
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date, or time.
SECTION 5. ORGANIZATION. Such person as the Board of Directors may have
designated or, in the absence of such a person, the Chairman of the Board of the
Corporation or, in his or her absence, the Chief Executive Officer or, in his or
her absence, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints.
SECTION 6. CONDUCT OF BUSINESS. (a) Annual and special meetings shall
be conducted in accordance with the rules established by the Board of Directors
prior to the meeting which rules shall be made available for inspection at the
shareholders meeting.
(b) Any new business to be taken up at the annual meting shall
be stated in writing and filed with the secretary of the savings bank at least
five days before the date of the annual meeting, and all business so stated,
proposed, and filed shall be considered at the annual meeting; but no other
proposal shall be acted upon at the annual meeting. Any shareholder may make any
other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over for action at an
adjourned, special, or annual meeting of the shareholders taking place 30 days
or more thereafter. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors,
and committees; but in connection with such reports, no new business shall be
acted upon at such annual meeting unless stated and filed as herein provided.
SECTION 7. PROXIES AND VOTING. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or by his or her proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. The Corporation shall,
in advance of any meeting of stockholders,
2
<PAGE>
appoint one or more inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by the Certificate of Incorporation or bylaw, all
other matters shall be determined by a majority of the votes present and cast at
a properly called meeting of stockholders.
SECTION 8. STOCK LIST. A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.
SECTION 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Subject to the
rights of the holders of any class or series of preferred stock of the
Corporation, any action required or permitted to be taken by the stockholders of
the Corporation must be effected at an annual or special meeting of stockholders
of the Corporation and may be effected by the unanimous consent in writing by
such stockholders.
ARTICLE II - BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE. The business and
affairs of the Corporation shall be under the direction of its Board of
Directors. The number of Directors who shall constitute the Whole Board shall be
such number as the Board of Directors shall from time-to-time by resolution so
designate. The Board of Directors shall annually elect a Chairman of the Board
from among its members who shall, when present, preside at its meetings.
The Directors, other than those who may be elected by the holders of
any class or series of Preferred Stock, shall be divided, with respect to the
time for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of
3
<PAGE>
stockholders two years thereafter, with each Director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, Directors
elected to succeed those Directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each Director to hold office until his
or her successor shall have been duly elected and qualified.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall,
subject to the provisions of these Bylaws and to the direction of the Board of
Directors, serve in a general executive capacity and, when present, shall
preside at all meetings of the Board of Directors or the stockholders of the
Corporation. The Chairman of the Board shall perform all duties and have all
powers which are commonly incident to the office of Chairman of the Board or
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized.
SECTION 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any class or series of preferred stock, and unless the
Board of Directors otherwise determines, newly created Directorships resulting
from any increase in the authorized number of Directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause may be filled only by a
majority vote of the Directors then in office, though less than a quorum, and
Directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have been
elected expires and until such Director's successor shall have been duly elected
and qualified. No decrease in the number of authorized Directors constituting
the Board shall shorten the term of any incumbent Director.
SECTION 4. REGULAR MEETINGS. Each regular meetings of the Board of
Directors shall be held at such place, on such date, and at such time as shall
have been established by the Board of Directors and publicized among all
Directors. A notice of each regular meeting shall not be required.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President of the Bank. If the
President or Chairman is absent or disabled, any two or more directors may call
a special meeting. Notice of the place, date, and time of each such special
meeting shall be given to each Director by whom it is not waived by mailing
written notice not less than five (5) days before the meeting or by facsimile
transmission of the same not less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.
SECTION 6. QUORUM. At any meeting of the Board of Directors, a majority
of the Whole Board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date, or time, without further notice or waiver thereof.
4
<PAGE>
SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
SECTION 8. CONDUCT OF BUSINESS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
SECTION 9. POWERS. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do
all things necessary in connection therewith;
(4) To remove any Officer of the Corporation with or without
cause, and from time-to-time to devolve the powers and duties
of any Officer upon any other person;
(5) To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate Officers, employees
and agents;
(6) To adopt from time-to-time such stock, option, stock purchase,
bonus or other compensation plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries
as it may determine;
(7) To adopt from time-to-time such insurance, retirement, and
other benefit plans for Directors, Officers, employees and
agents of the Corporation and its subsidiaries as it may
determine; and
(8) To adopt from time-to-time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business
and affairs.
5
<PAGE>
SECTION 10. COMPENSATION OF DIRECTORS. Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as Directors, including, without limitation,
their services as members of committees of the Board of Directors.
ARTICLE III - COMMITTEES
SECTION 1. COMMITTEE OF THE BOARD OF DIRECTORS. The Board of Directors,
by a vote of a majority of the Whole Board, may from time-to-time designate
committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a Director or Directors to
serve as the member or members, designating, if it desires, other Directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. Any committee so designated may exercise the power and
authority of the Board of Directors to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
the Delaware General Corporation Law if the resolution which designates the
committee or a supplemental resolution of the Board of Directors shall so
provide. In the absence or disqualification of any member of any committee and
any alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member.
SECTION 2. CONDUCT OF BUSINESS. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings;
one-third (1/3) of the members shall constitute a quorum unless the committee
shall consist of one (1) or two (2) members, in which event one (1) member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.
SECTION 3. EXECUTIVE COMMITTEE. There will be an Executive Committee
consisting of at least five members, all of whom shall be Board Members. At the
annual Board meeting the Directors will elect the members to the Executive
Committee and the Chairman of the Committee. These elected members will serve
until the next annual meeting or until their successors are elected. Except as
otherwise limited by law, the Executive Committee will have power to decide all
Corporation matters which need to be decided between regular Board meetings. The
President or the Chairman of the Board will call Executive Committee meetings.
If the President or the Chairman of the Board is absent or disabled, any two
members of the Executive Committee may do so. In order to conduct an Executive
Committee meeting, at least four members must be present (called a "Quorum").
The Executive Committee will keep a record of all business transacted at its
meetings and will report all such business to the Board of Directors at the
first regular meeting following each Executive Committee meeting. If a vacancy
occurs among the Executive Committee
6
<PAGE>
members between annual Board meetings, the Board upon nomination by the
President, will elect a replacement.
ARTICLE IV - OFFICERS
SECTION 1. GENERALLY. (a) The Board of Directors as soon as may be
practicable after the annual meeting of stockholders, shall choose a President
and Chief Executive Officer, one or more Vice Presidents, and a Secretary and
from time to time may choose such other Officers as it may deem proper. Any
number of offices may be held by the same person.
(b) The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors are chosen,
but any Officer may be removed from office at any time by the affirmative vote
of a majority of the authorized number of Directors then constituting the Board
of Directors (without prejudice to any contract rights that an Officer may
have).
(c) All Officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of this Article IV. Such Officers shall also
have such powers and duties as from time to time may be conferred by the Board
of Directors or by any committee thereof.
SECTION 2. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President and
Chief Executive Officer (the "President") shall have general responsibility for
the management and control of the business and affairs of the Corporation and
shall perform all duties and have all powers which are commonly incident to the
offices of President and Chief Executive Officer or which are delegated to him
or her by the Board of Directors. The President , if present, shall preside at
all meetings of the Executive Committee of the Board. Subject to the direction
of the Board of Directors, the President shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision of all of the other Officers,
employees and agents of the Corporation.
SECTION 3. VICE PRESIDENT. The Vice President or Vice Presidents shall
perform the duties of the President in his or her absence or during his
disability to act. In addition, the Vice Presidents shall perform the duties and
exercise the powers usually incident to their respective offices and/or such
other duties and powers as may be properly assigned to them by the Board of
Directors, the Chairman of the Board or the President. A Vice President or Vice
Presidents may be designated as Executive Vice President or Senior Vice
President.
SECTION 4. SECRETARY. The Secretary or an Assistant Secretary shall
issue notices of meetings, shall keep their minutes, shall have charge of the
seal and the corporate books, shall perform such other duties and exercise such
other powers as are usually incident to such offices and/or such other duties
and powers as are properly assigned thereto by the Board of Directors, the
Chairman of the Board or the President.
7
<PAGE>
SECTION 5. ASSISTANT SECRETARIES AND OTHER OFFICERS. The Board of
Directors may appoint one or more Assistant Secretaries and such other Officers
who shall have such powers and shall perform such duties as are provided in
these Bylaws or as may be assigned to them by the Board of Directors, the
Chairman of the Board or the President.
SECTION 6. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President or any
Officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to, any action of stockholders of any
other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which the Corporation may possess by
reason of its ownership of securities in such other corporation.
ARTICLE V - STOCK
SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the Chairman of
the Board or the President, and by the Secretary or an Assistant Secretary, or
any Treasurer or Assistant Treasurer, certifying the number of shares owned by
him or her. Any or all of the signatures on the certificate may be by facsimile.
SECTION 2. TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of Article V of these Bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.
SECTION 3. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.
8
<PAGE>
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
SECTION 5. REGULATIONS. The issue, transfer, conversion and registration
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.
ARTICLE VI - NOTICES
SECTION 1. NOTICES. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, Director,
Officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the U.S. mails, postage prepaid, or by sending such notice by
facsimile transmission or by courier. Any such notice shall be addressed to such
stockholder, Director, Officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by facsimile transmission or other courier, shall be the time of the
giving of the notice.
SECTION 2. WAIVERS. A written waiver of any notice, signed by a
stockholder, Director, Officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, Director, Officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
ARTICLE VII - MISCELLANEOUS
SECTION 1. FACSIMILE SIGNATURES. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any Officer or Officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
SECTION 2. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the Chief
Financial Officer or by an Assistant Secretary or an assistant to the Chief
Financial Officer.
9
<PAGE>
SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each Director,
each member of any committee designated by the Board of Directors, and each
Officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its Officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such Director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.
SECTION 5. TIME PERIODS. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.
ARTICLE VIII - AMENDMENT
The Board of Directors may amend, alter or repeal these Bylaws at any
meeting of the Board, provided notice of the proposed change is given not less
than two days prior to the meeting. The stockholders shall also have power to
amend, alter or repeal these Bylaws at any meeting of stockholders, provided
notice of the proposed change was given in the Notice of the Meeting; provided,
however, that, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock Designation or these Bylaws, the affirmative votes of
the holders of at least 50% of the voting power of all the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal any provisions of these Bylaws.
10
<PAGE>
EXHIBIT 4
<PAGE>
[FORM OF STOCK CERTIFICATE FOR DOLLAR BANCORP, INC.]
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
DOLLAR BANCORP, INC.
NEWARK, NEW JERSEY
$0.01 par value common stock-fully paid and non-assessable
This certifies that _____________________________ is the owner of __________
shares of the common stock of DOLLAR BANCORP, INC. (the "Corporation"), a
Delaware corporation.
The shares evidenced by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, in person or
by his duly authorized attorney or legal representative, upon surrender of this
certificate properly endorsed. This Certificate is not valid until countersigned
and registered by the Corporation's transfer agent and registrar. This security
is not a deposit or account and is not federally insured or guaranteed.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused its
seal to be affixed hereto.
DATED:____________________
- ----------------------- ---------------------------
Secretary (SEAL) President
<PAGE>
The Board of Directors of the Corporation is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof. The Corporation will furnish
to any shareholder upon request and without charge a full description of each
class of stock and any series thereof.
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -_________Custodian________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as ---------------------------------
tenants in common (State)
Additional abbreviations may also be used though not in the above list
For value received, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
- --------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip
code of assignee)
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------- Shares of
- --------------------------------------------------------------------------------
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ---------------------------------------------------------------------- Attorney
to transfer the said shares on the books of the within named
corporation with full power of substitution in the premises.
Dated,
------------------------------
In the presence of Signature:
- ------------------------------------- ---------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
