<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1995
Registration No. 33-86150
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433468
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Commerce Atrium
1701 Route 70 East
Cherry Hill, New Jersey 08034-5400
(609) 751-9000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
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C. Edward Jordan, Jr.
Executive Vice President
Commerce Atrium
1701 Route 70 East
Cherry Hill, New Jersey 08034-5400
(609) 751-9000
(Address, including zip code,
and telephone number, including
area code, of agent for service)
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Copies to:
Lawrence R. Wiseman, Esquire Howard L. Shecter, Esquire
Blank, Rome, Comisky & McCauley Morgan, Lewis & Bockius
1200 Four Penn Center Plaza 2000 One Logan Square
Philadelphia, Pennsylvania 19103 Philadelphia, Pennsylvania 19103
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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. / /
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or
until the Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and
distribution of the securities being registered hereby, other than
underwriting discounts and commissions, are itemized below.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission filing fee $ 14,775
National Association of Securities Dealers, Inc. filing fee............ $ 4,785
Accounting fees and expenses........................................... $ 80,000
Legal fees and expenses................................................ $100,000
Printing and engraving................................................. $ 70,000
Blue Sky fees and expenses (including legal fees)...................... $ 7,500
Transfer Agent and Registrar fees and expenses......................... $ 1,000
Miscellaneous.......................................................... $ 21,940
--------
TOTAL............................................................... $300,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act provides,
in substance, that New Jersey corporations shall have the power, under
specified circumstances, to indemnify their directors, officers, employees
and agents in connection with actions, suits or proceedings brought
against them or in the right of the corporation, by reason of the fact
that they were or are such directors, officers, employees or agents,
against expenses incurred in any such action, suit or proceeding.
Article VI of the Company's By-laws provides for indemnification to
the fullest extent permitted by Section 14A:3-5. Reference is made to the
By-laws of the Company filed as Exhibit 3.3 hereto.
Under Section 6 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and
officers of the Company against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. Reference is made to the
form of Underwriting Agreement filed as Exhibit 1.1 hereto.
II-1
<PAGE>
Item 16. Exhibits
Number Title
--------- -----
(1) 1.1 Form of Underwriting Agreement (proof of February 6,
1995) between the Company, CS First Boston Corporation
and Wheat, First Securities, Inc.
5.1 Opinion of Blank, Rome, Comisky & McCauley.
(1) 23.1 Consent of Ernst & Young LLP.
23.2 Consent of Blank, Rome, Comisky & McCauley
(included in Opinion filed as Exhibit 5.1).
(1) 24.1 Powers of Attorney of certain signatories (included
on signature pages).
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(1) Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing, specified in the Underwriting Agreement,
shares in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company 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, as
amended, and will be governed by the final adjudication of such issue.
The undersigned registrant hereby further undertakes that:
(1) 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
II-2
<PAGE>
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 shall be deemed the initial
bona fide offering thereof.
(2) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
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-3 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Cherry Hill, New Jersey, on
this 7th day of February, 1995.
COMMERCE BANCORP, INC.
By: /s/ VERNON W. HILL, II
--------------------------------------
VERNON W. HILL, II
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons, in the capacities indicated, on February 7, 1995.
SIGNATURE CAPACITY
--------- --------
/s/ Vernon W. Hill, II Chairman of the Board, President and
------------------------- Director (Principal ExecutiveOfficer)
VERNON W. HILL, II
/s/ C. Edward Jordan, Jr. Executive Vice President and Director
------------------------- (Principal Financial and Accounting Officer)
C. EDWARD JORDAN, JR.
* Secretary and Director
-------------------------
ROBERT C. BECK
* Director
-------------------------
DAVID BAIRD, IV
* Director
-------------------------
JACK R BERSHAD
Director
-------------------------
MORTON N. KERR
Director
-------------------------
STEVEN M. LEWIS
* Director
-------------------------
DANIEL J. RAGONE
Director
-------------------------
JOSEPH T. TARQUINI, JR.
*By /s/ C. Edward Jordan, Jr.
---------------------------
C. EDWARD JORDAN, JR.,
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
Number Title
------ -----
(1) 1.1 Form of Underwriting Agreement (proof of February 6, 1995)
between the Company, CS First Boston Corporation and
Wheat, First Securities, Inc.
5.1 Opinion of Blank, Rome, Comisky & McCauley.
(1)23.1 Consent of Ernst & Young LLP.
23.2 Consent of Blank, Rome, Comisky & McCauley
(included in Opinion filed as Exhibit 5.1).
(1)24.1 Powers of Attorney of certain signatories (included on
signature pages).
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(1) Previously filed.
<PAGE>
BLANK, ROME, COMISKY & McCAULEY
COUNSELORS AT LAW
FOUR PENN CENTER PLAZA
PHILADELPHIA, PENNSYLVANIA 19103-2599
215-569-5500
TWX 710-670-1073-BLARCOM
FAX 215-569-5555
1620 POND ROAD, SUITE 200 1220 MARKET STREET, 8TH FLOOR
ALLENTOWN, PA 18104-2255 WILMINGTON, DE 19801-2535
610-395-1010 302-425-6400
1400 NORTH PROVIDENCE ROAD 1156 15TH STREET, NW, SUITE 550
MEDIA, PA 19063-2051 WASHINGTON, DC 20005-1704
610-891-7800 202-785-4100
210 LAKE DRIVE EAST 1401 FORUM WAY
CHERRY HILL, NJ 08002-1164 WEST PALM BEACH, FL 33401-2353
609-779-3600 407-686-8100
DIRECT DIAL NUMBER:
(215) 569-5500
February 7, 1995
Commerce Bancorp, Inc.
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034-5400
RE: Commerce Bancorp, Inc.
Registration Statement on Form S-3
(Registration No. 33-86150)
----------------------------------
Gentlemen:
We have acted as counsel to Commerce Bancorp, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-3
(Registration No. 33-86150) ("Registration Statement") filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the offer and sale by the Company of up to
1,725,000 shares (including up to 225,000 shares of common stock to be
purchased at the option of the Underwriters to cover over-allotments, if any)
of its common stock, par value $1.5625 per share ("Common Stock"). This opinion
is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the following documents:
(i) the Restated Certificate of Incorporation of the Company, as amended;
(ii) the Bylaws of the Company, as amended; (iii) resolutions adopted by the
Company's Board of Directors relating to the transactions contemplated by the
Registration Statement; and (iv) the Registration Statement. We have not
performed any independent investigation other than the document examination
described above. We have assumed and relied on the truth, completeness,
authenticity and due authorization of all documents and records examined and
the genuineness of all signatures. This opinion is limited to the laws of the
State of New Jersey.
<PAGE>
Commerce Bancorp, Inc.
February 7, 1995
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered and sold by the
Company pursuant to the Registration Statement, when issued and sold in the
manner and for the consideration contemplated by the Registration Statement,
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Sincerely,
/s/ Blank, Rome, Comisky & McCauley
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BLANK, ROME, COMISKY & McCAULEY
