<PAGE>
As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-37764
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
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
incorporation or organization) Identification Number)
COMMERCE ATRIUM
1701 Route 70 East
Cherry Hill, N.J. 08003
(Address of Principal Executive Offices)
COMMERCE BANCORP, INC. SMARTBUY
STOCK PURCHASE PLAN
(Full title of the Plan)
C. EDWARD JORDAN, JR.
Executive Vice-President
Commerce Bancorp, Inc.
1701 Route 70 East
Cherry Hill, N.J. 08003
1 (856) 751-9000
(Name, address and telephone number,
including area code, of agent for service)
Copies of Communications To:
LAWRENCE R. WISEMAN, ESQUIRE
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Commerce and the Plan hereby incorporate by reference in this registration
statement the following documents:
(a) Commerce's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; and
(b) All other reports filed by Commerce pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1999; and
(c) The description of Commerce's Common Stock, which is incorporated by
reference from Commerce's registration statement on Form S-4 (File No.
333-16263) filed with the SEC on November 15, 1996 and all amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by Commerce with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof,
and prior to the filing of a post- effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed incorporated by reference into
this registration statement and to be a part thereof from the date of the filing
of such documents.
All information appearing in this registration statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Jack R Bershad, a partner in Blank Rome Comisky & McCauley LLP, is a
director of Commerce. Mr. Bershad and other partners of Blank Rome Comisky &
McCauley LLP are shareholders of Commerce.
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Item 6. 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 Commerce's By-laws provides for indemnification to the
fullest extent permitted by Section 14A:3-5.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following exhibits are filed as part of this Registration Statement or,
where so indicated have been previously filed and are incorporated herein by
reference.
Exhibit Number Description
-------------- -----------
5.1 Opinion of Blank Rome Comisky & McCauley LLP*
10.1 Commerce Bancorp, Inc. SmartBuy Stock Purchase Plan
23.1 Consent of Blank Rome Comisky & McCauley LLP*
23.2 Consent of Ernst & Young LLP*
24.1 Power of Attorney*
* Previously filed.
Item 9. Undertakings.
-------------
(a) 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:
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(i) To include any prospectus required by section 10(a) (3) of
the Securities Act;
(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 SEC pursuant to Rule 424(b) (ss.230.424(b)) of this chapter) if,
in the aggregate, the changes in volume and price represent no more than a 20%
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 paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That for the purpose of determining any liability under the
Securities Act 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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement 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) Insofar as indemnification for liabilities arising under the Securities
Act 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
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Commerce 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 Cherry Hill, New
Jersey, on this 21st day of June, 2000.
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, this registration
statement has been signed below 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, President June 21, 2000
------------------------------- and Director (Principal Executive
Vernon W. Hill, II Officer)
/s/ C. Edward Jordan, Jr. Executive Vice President and June 21, 2000
------------------------------- Director
C. Edward Jordan, Jr.
* Secretary and Director June 21, 2000
-------------------------------
Robert C. Beck
* Director June 21, 2000
-------------------------------
David Baird, IV
* Director June 21, 2000
-------------------------------
Jack R Bershad
* Director June 21, 2000
-------------------------------
Joseph E. Buckelew
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE Capacity Date
------------------------------------------- ----------------------------------- ------------------------
<S> <C> <C>
* Director June 21, 2000
-------------------------------
Morton N. Kerr
* Director June 21, 2000
-------------------------------
Steven M. Lewis
* Director June 21, 2000
--------------------------------
Daniel J. Ragone
* Director June 21, 2000
-------------------------------
Joseph T. Tarquini, Jr.
* Director June 21, 2000
-------------------------------
William A. Schwartz, Jr.
* Director June 21, 2000
-------------------------------
Frank C. Videon, Sr.
*
------------------------------- Principal Financial and June 21, 2000
Thomas J. Sukay Accounting Officer
*By: /s/ C. Edward Jordan, Jr. June 21, 2000
----------------------
C. Edward Jordan, Jr.
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit Numbers Description
--------------- -----------
5.1 Opinion of Blank Rome Comisky & McCauley LLP*
10.1 Commerce Bancorp, Inc. SmartBuy Stock Purchase Plan
23.1 Consent of Blank Rome Comisky & McCauley LLP*
23.2 Consent of Ernst & Young LLP*
24.1 Power of Attorney*
* Previously filed.
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