UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BROAD NATIONAL BANCORPORATION
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-2395057
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
905 BROAD STREET, NEWARK, NEW JERSEY 07102
(Address of principal executive offices) (Zip Code)
__________________________
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock,
par value $1.00 per share
(Title of class)
_________________________________________________________________
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
The authorized capital stock of the Registrant consists of
10,000,000 shares of Common Stock, par value $1.00 per share,
20,000 shares of Preferred Stock 1985 Class, par value $10.00 per
share, and 1,500,000 shares of Preferred Stock, par value $1.00
per share, of which 690,000 shares were designated as 8 1/2%
Cumulative Convertible Preferred Stock 1992 Class. As of April
30, 1997, the Registrant's only issued and outstanding class of
capital stock was the Common Stock. The following description
summarizes the material terms of the Registrant's Common Stock
and is qualified in its entirety by reference to the Certificate
of Incorporation of the Registrant.
The Registrant is subject to the New Jersey Shareholders
Protection Act (the "Protection Act"), which restricts certain
business combinations with certain shareholders. Generally, the
Protection Act prohibits a publicly held New Jersey corporation
from engaging in business combinations with beneficial owners of
10% or more of the voting power of the outstanding stock for a
period of five years from the date that such shareholder became a
10% shareholder, unless such transaction is approved by the
Registrant's Board of Directors prior to the date that the
shareholder became a 10% shareholder. The Protection Act
contains additional restrictions which remain in effect after
such five-year period.
COMMON STOCK
As of April 30, 1997, there were 4,584,688 shares of Common
Stock issued and outstanding and held of record by approximately
1,300 shareholders. In addition, as of such date 36,041 shares
were reserved for issuance upon exercise of options granted under
the Registrant's Incentive Stock Option Plan, 231,000 shares were
reserved for issuance upon exercise of options granted under the
Registrant's 1993 Broad National Incentive Stock Option Plan,
86,625 shares were reserved for issuance upon exercise of options
granted under the Registrant's 1993 Broad National Directors Non-
Statutory Stock Option Plan, 200,000 shares were reserved for
issuance upon exercise of options granted under the Registrant's
1996 Broad National Bancorporation Incentive Stock Option Plan,
and 75,000 shares were reserved for issuance upon exercise of
options granted under the Registrant's 1996 Broad National
Bancorporation Directors Non-Statutory Stock Option Plan. The
issued and outstanding shares of the Registrant's Common Stock
are fully paid and nonassessable.
Voting. The holders of Common Stock are entitled to one
vote per share and to cumulative voting in the election of
directors. The affirmative vote of the holders of two-thirds of
the outstanding shares of Common Stock will be required to
approve (a) any amendment to the Registrant's Certificate of
Incorporation which would be required under New Jersey law to be
submitted to a vote of shareholders, (b) any merger or
consolidation to which the Registrant is a party, (c) the
dissolution or liquidation of the Registrant, and (d) the sale,
lease, exchange or other disposition of all, or substantially
all, the assets of the Registrant.
<PAGE>
Dividends. Subject to the prior rights, if any, of any
outstanding class of the Registrant's preferred stock, the
holders of Common Stock are entitled to receive such dividends as
may be declared by the Board of Directors of the Registrant with
respect to the Common Stock out of funds legally available
therefor.
Liquidation. In the event of a liquidation, dissolution or
winding up of the affairs of the Registrant, the holders of
Common Stock will be entitled to share pro rata according to
their respective interest in the Registrant's assets and funds
remaining after payment or provision for payment of all debts and
other liabilities of the Registrant and after payment of the full
amounts of any liquidation preferences of any outstanding class
of the Registrant's preferred stock.
Conversion. The Common Stock is not convertible into any
other class of security of the Registrant.
Preemptive Rights. In the event that the Registrant issues
additional shares of Common Stock or securities convertible into
Common Stock, holders of the Registrant's capital stock have the
preemptive right to purchase that number of shares of Common
Stock or securities convertible into Common Stock which bears the
same proportion to the total number of shares proposed to be
issued as the number of shares of Common Stock or securities
convertible into Common Stock held by such person bears to the
total number of shares of Common Stock that would be outstanding
if all outstanding securities convertible into Common Stock were
converted. The foregoing preemptive right to purchase shares of
Common Stock or securities convertible into Common Stock does not
apply, however, to additional shares of Common Stock issued (a)
as dividends, (b) upon conversion of securities convertible into
Common Stock, (c) for the purpose of raising funds to be invested
in any banking subsidiary of the Registrant to provide it with
capital, (d) for the purpose of increasing the Registrant's
equity capital or retiring the Registrant's indebtedness, or (e)
as authorized by options granted under any stock option or other
benefit plan of the Registrant which has been or hereafter is
approved by the Registrant's shareholders. With respect to any
issuance of Common Stock or securities convertible into Common
Stock for the purposes of (c) or (d) above, in order for there to
be no preemptive rights, at least three-fourths of the directors
of the Registrant then in office must conclude that the issuance
is necessary or appropriate to satisfy any regulatory
requirements then applicable to the Registrant or any banking
subsidiary of the Registrant, or otherwise is, in the judgment of
the Board of Directors, desirable to permit the Registrant or any
banking subsidiary of the Registrant to favorably respond to
concerns expressed by any regulatory authority with regard to any
regulatory requirement. A "regulatory requirement" is defined
for this purpose as any current or proposed requirement of law,
regulation, order, consent order, supervisory agreement, written
directive or written request issued by any governmental
authority.
<PAGE>
ITEM 2. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
I.
1. Form of Common Stock Certificate (filed
January 24, 1994 as Exhibit 4.1 to Post-
Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 (SEC File
No. 33-28183) and incorporated herein by
reference).
2 Restated Certificate of Incorporation of the
Registrant as amended through and including
June 29, 1995 (filed as Exhibit 3 to the
Registrant's Form 10-Q for the quarter ended
March 31, 1996 and incorporated by reference
herein).
3 Certificate of Amendment of Certificate of
Incorporation of the Registrant, respecting
the amendment of ARTICLE THIRD to increase
the number of authorized shares of capital
stock.
II.
1. Not Applicable
2. Not Applicable.
3. Not Applicable.
4. Not Applicable.
5. Not Applicable.
6. Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
BROAD NATIONAL BANCORPORATION
By/s/ Donald M. Karp
Donald M. Karp
Chairman and Chief Executive Officer
Date: April 30, 1997
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE
1. Form of Common Stock Certificate *
(filed January 24, 1994 as Exhibit 4.1
to Post-Effective Amendment No. 1
to the Registrant's Registration Statement
on Form S-8 (SEC File No. 33-28183)
and incorporated herein by reference).
2 Restated Certificate of Incorporation of *
the Registrant, as amended through and
including June 29, 1995 (filed as Exhibit 3
to the Registrant's Form 10-Q for the quarter
ended March 31, 1996 and incorporated by
reference herein).
3 Certificate of Amendment of Certificate 7
of Incorporation of the Registrant,
respecting the amendment of ARTICLE THIRD to
increase the number of authorized shares of
capital stock.
_____________________
* Incorporated by reference from previous filings
Exhibit 3
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
BROAD NATIONAL BANCORPORATION
The undersigned, Broad National Bancorporation, a New
Jersey corporation (the "Corporation"), for the purpose of
amending the Certificate of Incorporation of the Corporation, in
accordance with subsections 14A:9-2(4) and 14A:9-4(3) of the New
Jersey Business Corporation Act, does hereby make and execute
this Certificate of Amendment of Certificate of Incorporation and
does hereby certify that:
I. The name of the Corporation is Broad National
Bancorporation.
II. The following resolution of the shareholders sets forth the
amendment adopted:
RESOLVED, that the Certificate of Incorporation of
Broad National Bancorporation, a New Jersey corporation (the
"Corporation"), be amended by deleting the first paragraph
of ARTICLE THIRD in its entirety and inserting in lieu
thereof the following new first paragraph to ARTICLE THIRD:
THIRD. The total number of shares of all classes of
stock which the Corporation shall have authority to
issue is 11,520,000 shares, divided into:
10,000,000 shares of Common Stock, par value
$1.00 per share;
20,000 shares of Preferred Stock 1985 Class,
par value $10.00 per share; and
1,500,000 shares of Preferred Stock, par
value $1.00 per share, to be divided into one
or more series or classes of series as the
Corporation's Board of Directors may from
time to time approve, as hereinafter set
forth.
* * * *
III. The amendment set forth above was adopted by the
shareholders of the Corporation on April 17, 1997.
IV. The number of shares entitled to vote on the amendment was
4,654,688 shares of Common Stock, par value $1.00 per share.
<PAGE>
V. The following number of shares of the Corporation's Common
Stock, par value $1.00 per share, were cast with respect to
the amendment:
For 3,638,616
Against 247,682
Abstention 59,805
IN WITNESS WHEREOF, this Certificate of Amendment has
been executed on behalf of the Corporation by its President and
by its Secretary as of April 21, 1997.
BROAD NATIONAL BANCORPORATION
By /s/ John A. Dorman
Name: John A. Dorman
Title: President
(Corporate Seal)
ATTEST:
/s/ Fred S. Campo
Name: Fred S. Campo
Title: Secretary
<PAGE>
STATE OF NEW JERSEY )
) ss.
COUNTY OF ESSEX )
I, Margaret R. Nurnberger, a Notary Public, do hereby
certify that on this 21st day of April, 1997, John A. Dorman,
personally came before me and this person acknowledged under
oath, to my satisfaction, that (a) this person signed, sealed and
delivered the foregoing Certificate as President of the
Corporation named in the foregoing Certificate; (b) the proper
Corporate Seal was affixed; and (c) the foregoing was signed and
made by the Corporation as its voluntary act and deed by virtue
of authority from its Board of Directors.
/s/ Margaret R. Nurnberger
Notary Public
My Commission Expires:
June 3, 1998
