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As filed with the Securities and Exchange Commission on __________, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDEPENDENCE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 1100 Lake Street 22-2483513
(State or other jurisdiction of Ramsey, New Jersey 07446 (I.R.S. Employer
incorporation or organization) (Address of Principal Executive Identification
Offices) (Zip Code) Number)
INDEPENDENCE BANCORP, INC.
1994 EMPLOYEE STOCK OPTION PLAN
INDEPENDENCE BANCORP, INC.
1990 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
A. Roger Bosma, President and Chief Executive Officer
Independence Bancorp, Inc.
1100 Lake Street
Ramsey, New Jersey 07446
(201) 825-1000
(Name, address, including zip code and
telephone number, including area code,
of agent for service)
Copies of Communications to:
Sol Genauer, Esquire
Blank, Rome, Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, PA 19103
(215) 569-5533
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered price offering fee
(1) per share price
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<S> <C> <C> <C> <C>
Common Stock, par value 184,000 shares $ 11.375 (2) $2,093,000 (2) $721.72
$1.667 per share
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans.
(2) Pursuant to Rule 457(h), based upon the average of the high and low sale
prices of Independence Bancorp, Inc. Common Stock, par value $1.667 per
share, reported on the NASDAQ Stock Market on April 26, 1995.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
------------------------
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
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The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the Commission are incorporated herein
by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and
(iii) The description of the Company's Common Stock contained in a
registration statement filed under the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating
such description, is incorporated by reference to such description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
but prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by
reference in this Registration Statement and to 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.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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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
against their expenses and liabilities in connection with any proceedings
brought against them and against their expenses in connection with any
proceeding by or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents.
Article VI of the Company's by-laws provides as follows:
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.
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Section 601. The Company shall, to the fullest extent now or hereafter
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permitted by Section 14A:3-5 of the New Jersey Business Corporation Act, as
amended from time to time, indemnify any director or officer of the Company.
The Board of Directors, by resolution adopted in each specific instance,
may similarly indemnify any person other than a director or officer of the
Company for liabilities incurred by him in connection with services rendered by
him at the request of the Company or any of its subsidiaries.
The provisions of this section shall be applicable to all actions, suits
or proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior to or subsequent to such adoption and shall
continue as to a person who has ceased to be a director or officer or to render
services at the request of the company and shall inure to the benefit of the
heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any director, officer, employee or agent of the company may be entitled.
Section 602. The Corporation may indemnify any person who was or is a
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party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no indemnification shall
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the court of
the country in which the registered office of the Corporation is located or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Section 603. The indemnification provided for in the preceding sections
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shall be paid by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or other
agent is proper under the circumstances because he has
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met the applicable standard of conduct set forth in each section, this
determination to be made by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or in any other manner authorized by law which the Board of
Directors shall direct; provided, however, that to the extent that a director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any such suit, action or proceeding, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 604. Expenses incurred in defending a civil or criminal action,
-----------
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 603 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall be ultimately determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
Section 605. The indemnification provided by this Article shall not be
-----------
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 606. The Corporation shall have power to purchase and maintain
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insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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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 No. Description
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5.1 Opinion of Counsel regarding legality.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on page 7)
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Item 9. Undertakings
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(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;
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended:
(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;
(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 (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 Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934, as amended) 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.
(h) 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 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
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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 of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Ramsey, New Jersey, on the 27th day of April, 1995.
INDEPENDENCE BANCORP, INC.
By: /s/ A. Roger Bosma
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A. Roger Bosma
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints A. Roger Bosma, true and lawful attorney-in-fact
and agent, with full power of substitution of resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 and on the 27th day of April, 1995.
Name Title
---- -----
/s/ James R. Napolitano
- ------------------------- Chairman of the Board
James R. Napolitano
/s/ A. Roger Bosma President, Chief Executive Officer and
- ------------------------- Director (Principal Executive Office)
A. Roger Bosma
- ------------------------- Director
Esko J. Koskinen
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Name Title
---- -----
- ------------------------- Director
William F. Dator
/s/ Julius J. Franchini
- ------------------------- Director
Julius J. Franchini
- ------------------------- Director
Robert F. Frasco
/s/ Robert O. Hagman
- ------------------------- Director
Robert O. Hagman
/s/ Joseph A. Haynes
- ------------------------- Director
Joseph A. Haynes
/s/ Joseph Lo Scalzo
- ------------------------- Director
Joseph Lo Scalzo
/s/ Kevin J. Killian Senior Vice President and Chief
- ------------------------- Financial Officer
Kevin J. Killian (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description Page
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Exhibit 5.1 Opinion of Counsel regarding legality.
Exhibit 23.1 Consent of Arthur Andersen, LLP.
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EXHIBIT 5.1
[LETTERHEAD OF BLANK, ROME, COMISKY & McCAULEY APPEARS HERE]
(215) 569-5500
April 27, 1995
A. Roger Bosma
President and Chief Executive Officer
Independence Bancorp, Inc.
1100 Lake Street
Ramsey, NJ 07446
Re: Independence Bancorp, Inc.
Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Independence Bancorp, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the
offer and sale by the Company of up to 184,000 shares of common stock, par
value $1.667 per share (the "Common Stock") in connection with the Company's
1994 Employee Stock Option Plan and 1990 Stock Option Plan for Non-Employee
Directors (collectively the "Plans). This opinion is being furnished pursuant
to the requirements of Item 601(b)(5) of the Regulation S-K under the Act.
In rendering this opinion, we have examined only the documents listed on
Exhibit "A" attached hereto. We have not performed any independent
investigation other than the document examination described. Our opinion is
therefore qualified in all respects by the scope of that document examination.
We have assumed and relied, as to questions of fact and mixed questions of law
and fact, on the truth, completeness, authenticity and due authorization of all
certificates, documents and records examined and the genuineness of all
signatures.
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 sold in the manner and for
the consideration contemplated by the Registration Statement and the Plans,
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.
Sincerely,
/s/ Blank, Rome, Comisky & McCauley
BLANK, ROME, COMISKY & McCAULEY
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EXHIBIT "A"
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1. The Company's Certificate of Incorporation and all amendments
thereto.
2. The Company's By-Laws.
3. Minutes of meetings of the Board of Directors of the Company held on
March 22, 1990 and March 10, 1994.
4. Registration Statement of Independence Bancorp, Inc. on Form S-8, as
filed with the Securities and Exchange Commission.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 1995
incorporated by reference in Independence Bancorp, Inc.'s Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in this
registration statement.
Arthur Andersen, LLP
Roseland, New Jersey
April 28, 1995
