<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-16263
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
New Jersey 6712 22-2433468
- ------------------------------- ---------------------------- -------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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)
C. Edward Jordan, Jr., Executive Vice President
Commerce Atrium
1701 Route 70 East
Cherry Hill, New Jersey 08034-5400
(609) 751-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lawrence R. Wiseman, Esquire Robert A. Schwartz, Esquire
Blank Rome Comisky & McCauley McCarter & English
1200 Four Penn Center Plaza Four Gateway Center
Philadelphia, PA 19103 100 Mulberry Street
Newark, NJ 07102
--------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |_|
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 20. 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.
Item 21. Exhibits
(a) Exhibits
Exhibit No. Description
- ----------- ---------------------------------------------------------------
1.1(1) Agreement and Plan of Reorganization, dated October 15, 1996, by
and between Commerce Bancorp, Inc. and Independence Bancorp,
Inc. (attached as Annex "A" to the Joint Proxy
Statement/Prospectus).
1.2(1) Agreement and Plan of Merger, dated October 15, 1996, by and
between Commerce Bancorp, Inc. and Independence Bancorp, Inc.
(attached as Annex "B" to the Joint Proxy Statement/Prospectus).
1.3(1) Stock Option Agreement, dated October 15, 1996, by and between
Commerce Bancorp, Inc. and Independence Bancorp, Inc. (attached
as Annex "C" to the Joint Proxy Statement/Prospectus).
3.1 Restated Certificate of Incorporation of the Company, as
amended.(2)
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, setting forth the preferences,
limitations and relative rights of the Company's Series C ESOP
Cumulative Convertible Preferred Stock. (2)
3.3 By-laws of the Company, as amended.(3)
4.1 Form of Trust Indenture, dated July 15, 1993, between the
Company and United Jersey Bank, with respect to the Company's
$23,000,000 8 3/8% Subordinated Notes due July 15, 2003. (2)
5.1 Opinion of Blank Rome Comisky & McCauley.
8.1 Tax opinion of Blank Rome Comisky & McCauley.
II-1
<PAGE>
23.1(1) Consent of Ernst & Young LLP.
23.2(1) Consent of Arthur Andersen LLP.
23.3 Consent of Blank Rome Comisky & McCauley (to be included in
Opinions to be filed as Exhibits 5.1 and 8.1).
23.4(1) Consent of McConnell, Budd & Downes, Inc.
23.5(1) Consent of Wheat First Butcher Singer, Inc.
24.1(1) Powers of Attorney of certain signatories (included on signature
pages).
- ------------------------
(1) Previously filed.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-2 and Amendments Nos. 1 and 2 thereto (Registration No.
33-62702).
(3) Incorporated by reference from the Company's Registration Statement on
Form S-4 (Registration No. 333-10771).
Item 22. Undertakings
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) To file, during any period in which any offers or sales
are being made, a post-effective amendment to the registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-2
<PAGE>
( i) 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
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 and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 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 other material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment may be deemed to be a new
registration statement relating to the securities being offered
therein, and the offering of such securities at the time may 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 which are being registered which remain
unsold at the termination of the offering.
(4) 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 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.
(5) To deliver or cause to be delivered with the Prospectus,
to each person to whom the Prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in
the Prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus
is sent or given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such interim
financial information.
(6) As follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus which is a
part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect
to reoffering by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
II-3
<PAGE>
(7) That every prospectus (i) that is filed pursuant to
paragraph (1) immediately preceding or (ii) that purports to meet the
requirements of Section 19(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as
part of an amendment to the registration statement and will not be used
until such amendment is effective, and 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.
(8) To respond to requests for information that is
incorporated by reference into the Prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one (1) business day of receipt
of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Cherry Hill, New
Jersey, on this 19th day of November 1996.
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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE Capacity Date
- ------------------------------------------- --------------------------------------- --------------------------------
<S> <C> <C>
/s/ Vernon W. Hill, II Chairman of the Board, November 19, 1996
- ----------------------------------------- President and Director
VERNON W. HILL, II (Principal Executive Officer)
/s/ C. Edward Jordan, Jr. Executive Vice President and November 19, 1996
- ----------------------------------------- Director (Principal Financial
C. EDWARD JORDAN, JR. and Accounting Officer)
* Secretary and Director November 19, 1996
- -----------------------------------------
ROBERT C. BECK
* Director November 19, 1996
- -----------------------------------------
DAVID BAIRD, IV
* Director November 19, 1996
- -----------------------------------------
JACK R BERSHAD
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE Capacity Date
- ------------------------------------------- --------------------------------------- --------------------------------
<S>
<C> <C>
* Director November 19, 1996
- -----------------------------------------
MORTON N. KERR
Director
- -----------------------------------------
STEVEN M. LEWIS
Director
- -----------------------------------------
DANIEL J. RAGONE
* Director November 19, 1996
- -----------------------------------------
JOSEPH T. TARQUINI, JR.
*By /s/ C. Edward Jordan, Jr.
- -----------------------------------------
C. Edward Jordan, Jr.
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- --------------------------------------------------------------- ----
<S> <C> <C>
1.1(1) Agreement and Plan of Reorganization, dated October 15, 1996, by
and between Commerce Bancorp, Inc. and Independence Bancorp,
Inc. (attached as Annex "A" to the Joint Proxy
Statement/Prospectus).
1.2(1) Agreement and Plan of Merger, dated October 15, 1996, by and
between Commerce Bancorp, Inc. and Independence Bancorp, Inc.
(attached as Annex "B" to the Joint Proxy Statement/Prospectus).
1.3(1) Stock Option Agreement, dated October 15, 1996, by and between
Commerce Bancorp, Inc. and Independence Bancorp, Inc. (attached
as Annex "C" to the Joint Proxy Statement/Prospectus).
3.1 Restated Certificate of Incorporation of the Company, as
amended.(2)
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, setting forth the preferences,
limitations and relative rights of the Company's Series C ESOP
Cumulative Convertible Preferred Stock. (2)
3.3 By-laws of the Company, as amended.(3)
4.1 Form of Trust Indenture, dated July 15, 1993, between the
Company and United Jersey Bank, with respect to the Company's
$23,000,000 8 3/8% Subordinated Notes due July 15, 2003. (2)
5.1 Opinion of Blank Rome Comisky & McCauley.
8.1 Tax opinion of Blank Rome Comisky & McCauley.
23.1(1) Consent of Ernst & Young LLP.
23.2(1) Consent of Arthur Andersen LLP.
23.3 Consent of Blank Rome Comisky & McCauley (to be included in
Opinions to be filed as Exhibits 5.1 and 8.1).
23.4(1) Consent of McConnell, Budd & Downes, Inc.
23.5(1) Consent of Wheat First Butcher Singer, Inc.
24.1(1) Powers of Attorney of certain signatories (included on signature
pages).
- ------------------------
(1) Previously filed.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-2 and Amendments Nos. 1 and 2 thereto (Registration No.
33-62702).
(3) Incorporated by reference from the Company's Registration Statement on
Form S-4 (Registration No. 333-10771).
</TABLE>
<PAGE>
BLANK ROME COMISKY & McCAULEY
COUNSELORS AT LAW
[LETTERHEAD]
215-569-5549
November 19, 1996
Commerce Bancorp, Inc.
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034
Re: Commerce Bancorp, Inc.
Registration Statement on Form S-4
(Registration No. 333-16263)
Gentlemen:
We have acted as counsel to Commerce Bancorp, Inc. (the "Company") in
connection with the Registration Statement on Form S-4 (Registration No.
333-16263) filed by the Company pursuant to the Securities Act of 1933, as
amended (the "Registration Statement"), relating to the issuance of up to
2,651,492 shares of Common Stock, $1.5625 par value (the "Common Stock") in
connection with the proposed acquisition of Independence Bancorp, Inc., Ramsey,
New Jersey by the Company. This opinion is furnished pursuant to the
requirements of Items 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the following
documents: (1) the Certificate of Incorporation of the Company, as amended; (2)
the By-laws of the Company, as amended, (3) resolutions adopted by the Company
Board of Directors (the "Resolutions"); and (4) the Registration Statement. We
have not performed any independent investigation other than the document
examination described. 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.
Based upon and subject to the assumptions, limitations and
qualifications contained herein, we are of the opinion that:
<PAGE>
Commerce Bancorp, Inc.
November 19, 1996
Page 2
When the Common Stock of the Company which is being registered is
issued in the manner, and for the consideration contemplated by, the
Registration Statement, such Common Stock will be legally issued, fully paid and
non-assessable.
The opinions expressed herein are subject in all respects to the
following qualifications: (a) no opinion is rendered as to the availability of
equitable remedies including, but not limited to, specific performance and
injunctive relief; (b) the effect of bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium and other similar laws or equitable principles
affecting creditors' rights or remedies; and (c) the effect of applicable laws
and court decisions which may now or hereafter limit or render unenforceable
certain rights and remedies.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus, which is part of the Registration Statement.
Very truly yours,
BLANK ROME COMISKY & McCAULEY
<PAGE>
BLANK ROME COMISKY & McCAULEY
COUNSELORS AT LAW
[LETTERHEAD]
215-569-5549
November 19, 1996
Commerce Bancorp, Inc.
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034
Re: Commerce Bancorp, Inc.
Registration Statement on Form S-4
(Registration No. 333-16263)
Gentlemen:
We have acted as counsel to Commerce Bancorp, Inc., a New Jersey
Corporation (the "Company"), in connection with a Registration Statement on
Form S-4 (Registration No. 333-16263) (the "Registration Statement"), of which
a prospectus (the "Prospectus") is a part, filed by the Company with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended. This opinion is furnished pursuant to the requirements of Item
601(b)(8) of Regulation S-K.
In connection with the opinion rendered below, we have examined the
Registration Statement and certain other documents that we deemed necessary to
examine in order to issue the opinions set forth below. In rendering our
opinion, we have assumed that each of the documents referenced above to have
been duly authorized, executed, and delivered, is authentic, if an original, or
accurate, if a copy, and has not been amended after execution thereof subsequent
to our review.
We express no opinions except as set forth below and our opinion is
based solely upon the facts as set forth in the Registration Statement.
Accordingly, we express no opinion as to tax matters that may arise if, for
example, the facts are not as set forth in the Prospectus.
<PAGE>
Commerce Bancorp, Inc.
November 19, 1996
Page 2
Our opinion is also based on the current provisions of the Internal
Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated
thereunder, and rulings, procedures, and other pronouncements published by the
United States Internal Revenue Service. Such laws, regulations, rulings, case
law and pronouncements are subject to change at any time, and such change may
adversely affect the continuing validity of the opinion set forth below.
Based on the foregoing, we hereby adopt and incorporate by reference
the opinion set forth in the Prospectus under the caption "Certain Federal
Income Tax Consequences."
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain Federal Income Tax Consequences."
The foregoing opinion is limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state,
locality, or foreign country. We undertake no obligation to update the opinions
expressed herein after the date of this letter.
Very truly yours,
BLANK ROME COMISKY & McCAULEY
