SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
High Point Financial Corp.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-2426221
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Branchville Square, Branchville, New Jersey 07826
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(Address of Principal Executive Offices)
1996 Non-Employee Director Stock Option Plan
1996 Employee Incentive Stock Option Plan
--------------------------------------------
(Full Title of the Plans)
Gregory W.A. Meehan
Vice President & Treasurer
High Point Financial Corp.
Branchville Square, Branchville, New Jersey 07826
with copies to:
Joseph Lunin, Esq.
Pitney, Hardin, Kipp & Szuch
200 Campus Drive
Florham Park, New Jersey 07962-0950
-------------------------------------
(Name and Address of Agent For Service)
(201) 948-3300
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(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
======================= =============== ==================== ====================== ========================
Proposed Maximum
Title of Securities to Offering Price Per Proposed Maximum
be Amount to be Share* Aggregate Offering Amount of Registration
Registered Registered Price* Fee*
======================= =============== ==================== ====================== ========================
Common Stock 240,000 $6.31 $1,514,400.00 $522.25
======================= =============== ==================== ====================== ========================
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
* The shares of Common Stock being registered represent shares of Common Stock
which may be acquired pursuant to options granted or which may be granted in the
future under the 1996 Non-Employee Director Stock Option Plan (the "Director
Plan") and the 1996 Employee Incentive Stock Option Plan (the "Incentive Plan").
The Registrant has granted options to acquire 97,500 shares of Common Stock
under the Director Plan at an exercise price of $6.75 per share. The exercise
prices of the options which may be granted in the future under the Director Plan
and the Incentive Plan are not presently determinable. In accordance with Rule
457(h) and Rule 457(c), the registration fee has been calculated by reference to
the market price of the Common Stock as of June 24, 1996.
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by High Point Financial Corp. (the
"Company") are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
2. The Company's Current Report on Form 8-K dated April
1, 1996;
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
4. The description of the Company's Common Stock as
contained under the heading "Description of Capital
Securities and Related Matters" in the Company's
Registration Statement on Form S-2 dated May 16,
1994.
All documents subsequently filed by the Company, the Director Plan and
the Incentive Plan pursuant to Sections 13(a), 13(c), 14 or 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, shall be incorporated by
reference in this Registration Statement and shall be 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.
The validity of the shares of Common Stock registered hereby will be
passed upon for the Company by Pitney, Hardin, Kipp & Szuch, Morristown, New
Jersey, counsel for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Company are indemnified by the Company
under the provisions of the New Jersey Business Corporation Act (the "NJBCA"),
in particular Section 14A:3-5 of the NJBCA, the material provisions of which may
be summarized as follows:
Derivative and Nonderivative Proceedings. Section 14A:3-5 of the NJBCA
provides that in nonderivative proceedings (proceedings other than those brought
by or in the right of the corporation), a corporation may indemnify "corporate
agents" (defined to include directors, officers, employees and persons serving
in other capacities at the corporation's request) against both "expenses"
(defined as reasonable costs, disbursements and counsel fees) and "liabilities"
(defined to include judgments, fines, settlements and penalties) if the
corporate agent acted in good faith and in a manner such corporate agent
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such corporate agent
had no reasonable cause to believe the conduct was unlawful. The NJBCA also
provides that in derivative proceedings (proceedings brought by or in the right
of the corporation), a corporation may indemnify corporate agents against
expenses if the corporate agent acted in good faith and in a manner such
corporate agent reasonably believed to be in or not opposed to the best
interests of the corporation. In all cases the NJBCA requires the corporation to
indemnify against expenses, including counsel fees, to the extent that a
corporate agent has been successful in a derivative or nonderivative proceeding
on the merits or otherwise, or in defense of any claim, issue or matter therein,
and permits a corporation to advance expenses upon an undertaking for repayment
if it shall ultimately be determined that the corporate agent is not entitled to
indemnification. The NJBCA states that the indemnification it provides "shall
not exclude any other rights, including the right to be indemnified against
liabilities and expenses incurred in proceedings by or in the right of the
corporation," to which a corporate agent may be entitled "under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise," unless the
agent has been adjudged guilty of a breach of loyalty, a failure to act in good
faith, a knowing violation of law, or the receipt of an improper personal
benefit.
Determinations Regarding Indemnification. Indemnification of a party
(unless ordered by a court) is dependent upon a determination that such
indemnification is proper because the party has met the applicable standards set
forth above. Such a determination must be made (a) by the Board of Directors or
a committee thereof acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved in the proceedings, or
(b) under certain circumstances, by independent legal counsel in a written
opinion, or (c) by the shareholders.
Other Material Provisions. The indemnification provided by statute is
not exclusive of other rights of indemnification, and inures to the benefit of
an officer's or director's legal representative, provided that a corporation may
not indemnify an officer or director that has been adjudged guilty of a breach
of loyalty, a failure to act in good faith, a knowing violation of law or the
receipt of any improper personal benefit. A corporation may purchase and
maintain insurance against expenses incurred by, and liabilities asserted
against, directors, officers, employees or agents, whether or not the
corporation would be empowered to provide such indemnity, and such insurance may
be purchased from an insurer affiliated with such corporation, whether or not
such insurer does business with any other insured.
------------------------------
The officers and directors of the Company are insured against certain
liabilities which they may incur in their respective capacities as officers or
directors pursuant to directors and officers liability insurance policies which
provide coverage up to $2,000,000.00, subject to a corporate retention of
$75,000.00.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(4) (a) Indenture (including the forms of Debentures) dated as of
March 1, 1987, between High Point Financial Corp. and New
Jersey National Bank, Trustee, incorporated by reference to
Exhibit 4(c) to the Registration Statement on Form S-2 filed
on February 26, 1987 (No. 33-12243), and Amendment No. 1
thereto, filed on March 13, 1987.
(b) Equity Contract Agency Agreement (including form of
Cancelable Mandatory Stock Purchase Contracts), dated as of
March 1, 1987, between High Point Financial Corp. and The
United Jersey Bank/Commercial Trust, incorporated by
reference to Exhibit 4(d) to the Registration Statement on
Form S-2 filed by the Company on February 26, 1987 (No.
33-12243), and Amendment No. 1 thereto, filed on March 13,
1987.
(5) Opinion of Pitney, Hardin, Kipp & Szuch as to the legality
of the securities being registered.
(23) (a) Consent of Independent Public Accountants.
(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit
5).
(24) Power of attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose 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.
(3) 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.
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 any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.
HIGH POINT FINANCIAL CORP.
By: /S/ MICHAEL A. DICKERSON
--------------------------------
Michael A. Dickerson, President &
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
*
- --------------------------- June 25, 1996
William A. Dolan, II Chairman of the Board
/S/ MICHAEL A. DICKERSON
- --------------------------- June 25, 1996
Michael A. Dickerson President, Chief Executive
Officer and Director
/S/ GREGORY W. A. MEEHAN
- --------------------------- June 25, 1996
Gregory W.A. Meehan Vice President and Treasurer
*
- --------------------------- June 25, 1996
Rita A. Myers Comptroller
*
- --------------------------- June 25, 1996
Larry R. Condit Vice Chairman and Director
*
- --------------------------- June 25, 1996
George H. Guptill, Jr. Director
*
- --------------------------- June 25, 1996
Charles L. Lain Director
*
- --------------------------- June 25, 1996
Harold E. Pellow Director
*
- --------------------------- June 25, 1996
Richard M. Roy Director
*
- --------------------------- June 25, 1996
Charles R. Tice Director
/S/ GREGORY W.A. MEEHAN
- ---------------------------
* by Gregory W.A. Meehan as attorney-in-fact.
THE DIRECTOR PLAN. Pursuant to the requirements of the Securities Act
of 1933, as amended, the Committee administering the Director Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.
1996 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN
By:/S/ MICHAEL A. DICKERSON
-----------------------------
Michael A. Dickerson,
Committee Member
THE INCENTIVE PLAN. Pursuant to the requirements of the Securities Act
of 1933, as amended, the Committee administering the Incentive Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.
1996 EMPLOYEE INCENTIVE STOCK
OPTION PLAN
By:/S/ MICHAEL A. DICKERSON
-----------------------------
Michael A. Dickerson,
Committee Member
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EXHIBIT INDEX
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Exhibit Number Document Page
- -------------- -------- ----
(4) (a) Indenture (including the forms of Debentures) dated as of
March 1, 1987, between High Point Financial Corp. and New
Jersey National Bank, Trustee (incorporated by reference to
Exhibit 4(c) to the Registration Statement on Form S-2 filed
on February 26, 1987 (No. 33-12243), and Amendment No.1 thereto,
filed on March 13, 1987). *
(b) Equity Contract Agency Agreement (including form of Cancelable
Mandatory Stock Purchase Contracts), dated as of March 1, 1987
between High Point Financial Corp. and The United Jersey Bank/
Commercial Trust (incorporated by reference to Exhibit 4(d) to
the Registration Statement on Form S-2 filed by the Company on
February 26, 1987 (No. 33-12243), and Amendment No. 1 thereto,
filed on March 13, 1987). *
(5) Opinion of Pitney, Hardin, Kipp & Szuch as to the legality of
the securities being registered.
(23)(a) Consent of Independent Public Accountants.
(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).
(24) Power of attorney.
* previously filed.
<PAGE>
EXHIBIT 5
---------
June 25, 1996
High Point Financial Corp.
Branchville Square
Branchville, New Jersey 07826
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by High Point Financial Corp. ("High
Point") relating to (i) 105,000 shares of High Point's Common Stock, no par
value (the "Common Stock"), issuable pursuant to options under the 1996
Non-Employee Director Stock Option Plan (the "Director Plan"), and (ii) 135,000
shares of Common Stock issuable pursuant to options under the 1996 Employee
Incentive Stock Option Plan (the "Incentive Plan"). Shares of Common Stock newly
issued by High Point pursuant to the terms of the foregoing plans upon the
exercise of options granted thereunder are hereinafter referred to as the
"Issued Shares."
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of officers of High Point 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
issued and delivered to and paid for by an optionee pursuant to the terms of the
Director Plan or the Incentive Plan, as applicable, the Issued Shares will be
validly issued, fully paid and non-assessable.
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
<PAGE>
Exhibit 23 (a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 19, 1996
included in High Point Financial Corp.'s Form 10-K for the year ended December
31, 1995 and to all references to our firm included in this registration
statement.
/S/ ARTHUR ANDERSON LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 25, 1996
<PAGE>
EXHIBIT 24
HIGH POINT FINANCIAL CORP.
POWER OF ATTORNEY
FORM S-8
BY THESE PRESENTS ALL SHALL KNOW, that each of the undersigned officers
and directors of High Point Financial Corp. ("High Point"), does hereby make,
constitute and appoint Gregory W.A. Meehan and Michael A. Dickerson, and each of
them, as the true and lawful agents and attorneys-in-fact for such officer or
director and in the name (with full power of substitution) of each such officer
or director, acting singly, to sign, execute, attest, acknowledge and deliver
and to do all other acts and things on behalf of such officer or director, as
either of said agents and attorneys-in-fact may deem necessary or advisable to
enable High Point to comply with (i) the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, and (ii) the applicable securities laws of any
state in which High Point proposes to offer any securities, and any rules and
regulations and requirements of applicable state securities regulators in
respect thereof, in connection with the registration on Form S-8 of stock option
plans and underlying securities of High Point, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of the undersigned in the capacity of the undersigned as Director
and/or Officer of High Point to one or more registration statements to be filed
with the Securities and Exchange Commission and such state securities
regulators, to any and all amendments, including post-effective amendments and
supplements, to any such registration statements and to any and all instruments
and documents filed as part of or in connection with any such registration
statements and to any and all instruments and documents filed as part of or in
connection with any such registration statements or amendments thereto; HEREBY
RATIFYING AND CONFIRMING all that the agents and attorneys-in-fact shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
21st day of May, 1996.
/S/WILLIAM A. DOLAN, II May 21, 1996
- ------------------------------
William A. Dolan, II Chairman of the Board
/S/MICHAEL A. DICKERSON May 21, 1996
- ------------------------------
Michael A. Dickerson President, Chief Executive
Officer and Director
/S/GREGORY W.A. MEEHAN May 21, 1996
- ------------------------------
Gregory W.A. Meehan Vice President and Treasurer
(Principal Financial Officer)
/S/RITA A. MYERS May 21, 1996
- ------------------------------
Rita A. Myers Comptroller (Principal
Accounting Officer)
/S/LARRY R. CONDIT May 21, 1996
- ------------------------------
Larry R. Condit Vice Chairman and Director
/S/GEORGE H. GUPTILL, JR. May 21, 1996
- ------------------------------
George H. Guptill, Jr. Director
/S/CHARLES L. LAIN May 21, 1996
- ------------------------------
Charles L. Lain Director
/S/HAROLD E. PELLOW May 21, 1996
- ------------------------------
Harold E. Pellow Director
/S/RICHARD M. ROY May 21, 1996
- ------------------------------
Richard M. Roy Director
/S/CHARLES L. TICE May 21, 1996
- -----------------------------
Charles L. Tice Director
