As filed with the Securities and Exchange Commission on January 5, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUDSON UNITED BANCORP
---------------------
(Exact name of registrant as specified in its charter)
New Jersey
----------
(State or other Jurisdiction of Incorporation or Organization)
6712 22-2405746
---- ----------
(Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
201-236-2600
------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NONQUALIFIED STOCK OPTION PLAN
1996 STOCK OPTION PLAN
EQUITY INCENTIVE PLAN
(Formerly plans of JeffBanks, Inc.)(collectively, the "Plans")
--------------------------------------------------------------
(Full title of the Plan)
Kenneth T. Neilson, Chairman, President and Chief Executive Officer
HUDSON UNITED BANCORP
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
201-236-2600
------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
MICHAEL W. ZELENTY, ESQ.
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
(973) 966-8125
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered (1) per share (3) Price (3) Registration fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, 915,617 shares (2) $25.28 $23,146,798 $6,111.00
no par value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
- --------------------------
(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated above, such indeterminable number of shares of Common
Stock as may become subject to the Plan as a result of the anti-dilution
provisions thereof. This number was calculated by multiplying the number of
outstanding JeffBanks shares (935,785) by the merger exchange ratio (0.9785).
(2) Of the 915,617 shares to be registered hereby, 26,292 shares are being
registered for issuance under the Nonqualified Stock Option Plan, 153,306 shares
are being registered for issuance under the Equity Incentive Plan, and 736,019
shares are being registered for issuance under the 1996 Stock Option Plan.
(3) Estimated in accordance with Rule 457(h)(1) solely for purposes of
calculating the registration fee based upon the average of the high and low
sales price of the Common Stock on the New York Stock Exchange on December 29,
1999 as reported in The Wall Street Journal.
<PAGE>
PART I
INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information Not filed
with this Registration Statement.
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
The following documents filed by Hudson United Bancorp with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
1. Hudson United's Annual Report on Form 10-K for the year ended December
31, 1998, as amended by Form 10-K/A filed September 28, 1999, and as
further amended by Form 10-K/A filed October 12, 1999.
2. Hudson United's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, Hudson United's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, as amended by Form 10-Q/A dated September
10, 1999, and Hudson United's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
3. Hudson United's Current Report filed on Form 8-K dated January 28,
1999, Hudson United's Current Report filed on Form 8-K dated March 29,
1999, Hudson United's Current Report filed on Form 8-K dated April 19,
1999, Hudson United's Current Report on 8-K dated April 21, 1999,
Hudson United's Current Report filed on Form 8-K dated April 22, 1999,
Hudson United's Current Report filed on Form 8-K dated May, 25, 1999,
Hudson United's Current Report filed on Form 8-K dated June 29, 1999,
as amended by Form 8-K/A dated June 30, 1999, Hudson United's Current
Report filed on Form 8-K dated July 29, 1999, Hudson United's Current
Report filed on Form 8-K dated September 10, 1999, Hudson United's
Current Report filed on Form 8-K dated September 20, 1999, Hudson
United's Current Report filed on Form 8-K dated September 24, 1999,
Hudson United's Current Report filed on Form 8-K dated September 24,
1999 (second filing), Hudson United's Current Report filed on Form 8-K
dated October 5, 1999, Hudson United's Current Report filed on Form 8-K
dated October 15, 1999, Hudson United's Current Report filed on Form
8-K dated November 24, 1999, and Hudson United's Current Report of Form
8-K dated December 15, 1999.
4. The description of the Common Stock contained in Hudson United's
Registration Statement on Form 8-A filed April 22, 1999 by Hudson
United pursuant to Section 12 of the Securities Exchange Act of 1934,
and any amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by Hudson United pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, hereby
are incorporated herein by reference and shall be deemed a part hereof from the
date of filing of such documents.
ITEM 4 Description of Securities
Not applicable.
ITEM 5 Interests of Named Experts and Counsel
Certain legal matters relating to the issuance of the shares of Hudson
United's Common Stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch LLP, counsel to Hudson United. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch LLP beneficially own 1,314 shares of Hudson United's Common
Stock as of December 30, 1999.
<PAGE>
The supplemental consolidated financial statements of Hudson United as
of December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998 have been incorporated by reference in this
proxy-statement-prospectus and have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
ITEM 6 Indemnification of Directors and Officers
Indemnification. The New Jersey Business Corporation Act empowers a
corporation to indemnify a corporate agent against his expenses and liabilities
incurred in connection with any proceeding (other than a derivative lawsuit)
involving the corporate agent by reason of his being or having been a corporate
agent if (a) the agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
(b) with respect to any criminal proceeding, the corporate agent had no
reasonable cause to believe his conduct was unlawful. For purposes of the Act,
the term "corporate agent" includes any present or former director, officer,
employee or agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other enterprise.
With respect to any derivative action, the corporation is empowered to
indemnify a corporate agent against his expenses (but not his liabilities)
incurred in connection with any proceeding involving the corporate agent by
reason of his being or having been a corporate agent if the agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, only the court in which the proceeding
was brought can empower a corporation to indemnify a corporate agent against
expenses with respect to any claim, issue or matter as to which the agent was
adjudged liable for negligence or misconduct.
The corporation may indemnify a corporate agent in a specific case if a
determination is made by any of the following that the applicable standard of
conduct was met: (i) the Board of Directors, or a committee thereof, acting by a
majority vote of a quorum consisting of disinterested directors; (ii) by
independent legal counsel, if there is not a quorum of disinterested directors
or if the disinterested quorum empowers counsel to make the determination; or
(iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to the
extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay the expenses unless it is ultimately determined he is entitled to
indemnification.
Under Article VI of its Amended and Restated Certificate of
Incorporation, Hudson United must, to the fullest extent permitted by law,
indemnify it directors, officers, employees and agents.
Exculpation. Section 14A:2-7(3) of the New Jersey Business Corporation
Act permits a corporation to provide in its certificate of incorporation that a
director or officer shall not be personally liable to the corporation or its
shareholders for breach of any duty owed to the corporation or its shareholders,
except that such provisions shall not relieve a director or officer from
liability for any breach of duty based upon an action or omission (a) in breach
of such person's duty of loyalty to the corporation or its shareholders, (b) not
in good faith or involving a knowing violation of law, or (c) resulting in
receipt by such person of any improper personal benefit.
Article X of Hudson United's Amended and Restated Certificate of
Incorporation includes limitation on the liability of officers and directors to
the fullest extent permitted by New Jersey law.
Insurance. Hudson United maintains insurance policies insuring Hudson
United's directors and officers against liability for wrongful acts or omissions
arising out of their positions as directors and officers, subject to certain
limitations.
ITEM 7 Exemption from Registration Claimed
Not applicable.
ITEM 8 Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
of securities
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Grant Thornton LLP
23.3 Consent of Athey & Company
23.4 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in the
opinion included as Exhibit 5)
<PAGE>
ITEM 9 Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Act of 1934) that is incorporated by
reference in this 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 the Township of Mahwah, State of New Jersey, on December 22,
1999.
HUDSON UNITED BANCORP
KENNETH T. NEILSON
By: _____________________________________
Kenneth T. Neilson, Chairman, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, President, Chief
KENNETH T. NEILSON Executive Officer and Director
- ----------------------------------------- (Principal Executive Officer) December 22, 1999
Kenneth T. Neilson
ROBERT J. BURKE
- ----------------------------------------- Director December 22, 1999
Robert J. Burke
DONALD P. CALCAGNINI
- ----------------------------------------- Director December 22, 1999
Donald P. Calcagnini
JOAN DAVID
- ----------------------------------------- Director December 22, 1999
Joan David
NOEL deCORDOVA, JR.
- ----------------------------------------- Director December 22, 1999
Noel deCordova, Jr.
- ----------------------------------------- Director December ___, 1999
Thomas R. Farley
- ----------------------------------------- Director December ___, 1999
Bryant Malcolm
- ----------------------------------------- Director December ___, 1999
W. Peter McBride
CHARLES F.X. POGGI
- ----------------------------------------- Director December 22, 1999
Charles F.X. Poggi
DAVID A. ROSOW
- ----------------------------------------- Director December 22, 1999
David A. Rosow
JAMES E. SCHIERLOH
- ----------------------------------------- Director December 22, 1999
James E. Schierloh
<PAGE>
- ----------------------------------------- Director December ___, 1999
Sister Grace Frances Strauber
JOHN H. TATIGAN, JR.
- ----------------------------------------- Director December 22, 1999
John H. Tatigan, Jr.
CHRIS McFADDEN
- ----------------------------------------- Chief Financial Offer December 22, 1999
Chris McFadden
RICHARD ALBAN
- ----------------------------------------- Controller December 22, 1999
Richard Alban
</TABLE>
<PAGE>
INDEX TO EXHIBITS
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
of securities
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Grant Thornton LLP
23.3 Consent of Athey & Company
23.4 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in the
opinion included as Exhibit 5)
PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
January 5, 2000
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by Hudson United Bancorp (the "Company") relating to
915,617 shares of the Company's Common Stock, no par value (the "Securities") to
be offered pursuant to the Nonqualified Stock Option Plan, 1996 Stock Option
Plan, and the Equity Incentive Plan (all formerly plans of JeffBanks,
Inc.)(collectively, the "Plans").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we have deemed necessary or appropriate
in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plans and for the
consideration determined in accordance with the terms of the Plans, the
Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
12, 1999 included in Hudson United Bancorp's Annual Report on Form 10-K and our
report dated December 15, 1999 included in Hudson United Bancorp's Current
Report on Form 8-K and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
January 4, 2000
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated January 19, 1999 accompanying the
consolidated financial statements of JeffBanks, Inc. and Subsidiaries appearing
in the 1998 Annual Report of JeffBanks, Inc. to its shareholders included in the
Annual Report on Form 10-K for the year ended December 31, 1998, which was
incorporated by reference in the Hudson United Bancorp's Forms 8-K's dated
October 5, 1999 and December 15, 1999. We consent to the incorporation by
reference in this Registration Statement of the aforementioned report, which was
incorporated by reference in the Hudson United Bancorp's Forms 8-K's, dated
October 5, 1999 and December 15, 1999.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
January 4, 2000
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated January 22, 1999 included in Southern Jersey Bancorp of Delaware,
Inc.'s Annual Report on Form 10-K as reproduced in Hudson United Bancorp's
current report on Form 8-K dated December 15, 1999, and to all references to our
Firm included in this Registration Statement.
ATHEY & COMPANY
Certified Public Accountants, P.A.
Bridgeton, New Jersey
January 3, 2000
