As filed with the Securities and Exchange Commission on June 26, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________
INTERCHANGE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
_________
New Jersey 22-2553159
_______________________________ ___________________
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Park 80 West/Plaza Two
Saddle Brook, New Jersey 07663
(201) 703-4595
(Address, including zip code, including area code,
of registrant's principal executive offices)
INTERCHANGE FINANCIAL SERVICES CORPORATION
OUTSIDE DIRECTOR INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Anthony Labozzetta, Executive Vice President and Chief Financial Officer
Park 80 West/Plaza Two
Saddle Brook, New Jersey 07663
(201) 703-4595
(Name, Address, including zip code and telephone number
including area code of agent for service)
_________________
Copies to:
Peter D. Hutcheon, Esq.
Norris, McLaughlin & Marcus, P.A.
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018
(908)722-0700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(3) Fees
------------------------------------------------ ---------------- ----------------- ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, no par value per Share 100,000 $12.75 $1,275,000.00 $336.60
shares
------------------------------------------------ ---------------- ----------------- ------------------- --------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to
be offered or sold pursuant to the Outside Directors Incentive Compensation
Plan described herein.
(2) Based upon the average of the high and the low reported sales prices on the
American Stock Exchange on June 22, 2000.
(3) The price is estimated in Accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the product resulting from multiplying 100,000
by $12.75 per share, the average of the high and low reported sales price
on the American Stock Exchange on June 22, 2000.
<PAGE>
INTERCHANGE FINANCIAL SERVICES CORPORATION
TABLE OF CONTENTS
PART I PAGE
Item 1. Plan Information.............................................. *
Item 2. Registrant Information and Employee Plan Annual Information... *
Item 2A. Reoffer Prospectus............................................. 1
PART II
Item 3. Incorporation of Documents by Reference....................... 8
Item 4. Description of Securities..................................... 8
Item 5. Interests of Named Experts and Counsel........................ 8
Item 6. Indemnification of Directors and Officers..................... 8
Item 7. Exemption from Registration Claimed........................... 9
Item 8. Exhibits...................................................... 9
Item 9. Undertakings.................................................. 9
Signatures................................................................. 11
* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration Statement
but which shall, together with the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II hereof,
constitute a prospectus under Section 10(a) of the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted
Item 2. Registrant Information and Employee Plan Annual Information
Omitted
Item 2A. Reoffer Prospectus
A prospectus relating to the reoffer of control securities and
restricted securities acquired by participants under the Plan follows below.
1
<PAGE>
INTERCHANGE FINANCIAL SERVICES CORPORATION
SECTION 10(a) PROSPECTUS
FORM S-8
ITEM 2A
2
<PAGE>
REOFFER PROSPECTUS
11,000 Shares of Common Stock
(No Par Value per Share)
INTERCHANGE FINANCIAL SERVICES CORPORATION
_______________
This prospectus has been prepared for use in connection with the proposed sales
by the stockholders named herein (the "Selling Stockholders") of an aggregate of
11,000 shares of Common Stock (no par value per share) of Interchange Financial
Services Corporation (the "Company") acquired by the Selling Stockholders upon
the exercise of options granted to them under the Company's Outside Director
Incentive Compensation Plan.
It is contemplated that offerings and/or sales by the Selling Stockholders will
be made from time to time pursuant to this Registration Statement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
A CRIMINAL OFFENSE.
The date of this Prospectus is June 22, 2000.
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
Seven World Trade, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. at prescribed rates. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-2 dated October 29,1992
(File No. 33-49840); and
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since the end of the
fiscal year referred to in (a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date hereof
to the termination of the offering of the securities covered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.
Copies of documents incorporated herein by reference may be obtained upon
written or oral request without charge (other than exhibits thereto) to Anthony
Labozzetta, Interchange Financial Services Corporation, Park 80 West/Plaza Two,
Saddle Brook, New Jersey 07663; telephone (201) 703-4595.
4
<PAGE>
THE COMPANY
Interchange Financial Services Corporation (the "Company") is a New Jersey
business corporation and registered bank holding company under the Bank Holding
Company Act of 1956, as amended. It acquired all of the outstanding stock of
Interchange Bank, (formerly known as Interchange State Bank), a New Jersey
chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's
principal subsidiary. The Company's principal executive office is located at
Park 80 West/ Plaza Two, Saddle Brook, New Jersey 07663, and the telephone
number is (201) 703-2265.
SELLING STOCKHOLDERS
The table below sets forth the names of the Selling Stockholders, all of
whom are directors of the Company with addresses care of the Company at Park 80
West/Plaza Two, Saddle Brook, New Jersey 07663. The shares that the Selling
Stockholders may offer from time to time are shares acquired or to be acquired
by them upon the exercise of awards that have been or may in the future be
granted to them by the Company pursuant to the Company's Outside Director
Incentive Compensation Plan (the "Plan"). The following table lists all persons
holding awards, who, because of their position with the Company or amount of
stock of the Company owned by them, may be deemed to be "affiliates" and persons
who are nonaffiliates who have acquired shares under the Plan prior to the
filing of the registration statement of which this prospectus is a part. The
Selling Stockholders may from time to time offer all or part of the shares
acquired by them upon the exercise of options now held or which may be granted
to them in the future by the Company in any trading markets. The Company will
pay all expenses of preparing and reproducing this Prospectus, but will not
receive any part of the proceeds of the sale of any such shares. The Selling
Stockholders will pay any and all brokerage commissions charged to sellers in
connection with such sales.
Name No. of Shares
_________________________________________________________
Anthony D. Andora 1,000
Donald L. Correll 1,000
Anthony R. Coscia 1,000
John J. Eccleston 1,000
David R. Ficca 1,000
James E. Healey 1,000
Nicholas R. Marcalus 1,000
Eleanore S. Nissley 1,000
Jeremiah F. O'Connor 1,000
Robert P. Rittereiser 1,000
Benjamin Rosenzweig 1,000
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<PAGE>
LEGAL MATTERS
The legality of the shares of Common Stock being offered hereby will be
passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box
1018, Somerville, New Jersey 08876-1018.
EXPERTS AND MISCELLANEOUS
The financial statements and financial statement schedules of the Company
as of December 31, 1999 and December 31, 1998 and for each of the years in the
three year period ended December 31, 1999, are incorporated herein by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1999
in reliance upon the reports of Deloitte & Touche, LLP, independent certified
public accountants, incorporated herein by reference and upon the authority of
said firm as experts in accounting and auditing. The Common stock of the
Company, including the shares offered hereby, is designated for quotation on the
American Stock Exchange under the symbol: IFC.
USE OF PROCEEDS
The Company will not receive any proceeds from the reoffer and resale of
securities by the Selling Stockholders hereunder.
INDEMNIFICATION
Section 14A:3-5 of the New Jersey Business Corporation Act (the "NJBCA")
gives the Company power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnity for such liabilities and/or expenses.
Furthermore, no indemnification shall be made to or on behalf of a director or
officer if a judgment or other final adjudication adverse to such director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the Company and its stockholders, (b) were not in good faith or
involved a knowing violation of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission which that person
knows or believes to be contrary to the best interests of the Company or its
stockholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.
The Certificate of Incorporation provides that the Company shall indemnify
each officer and director of the Company (and each officer and director of
another entity who was serving at the request of the Company) who is a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement, actually and reasonably incurred in connection
with such action, suit or proceeding, to the fullest extend permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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
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defense of 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 Act and will be governed by the final adjudication of such
issue.
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Interchange Financial
Services Corporation (the "Company") with the Commission are
also incorporated herein by reference:
(a) The Company's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 2000;
(b) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999;
(c) The Company's definitive proxy statement filed
pursuant to Section 14 of the Securities Exchange Act
of 1934 in connection with the latest annual meeting
of its stockholders; and
(d) The description of the Company's Common Stock
contained in its Registration Statement on Form S-2
dated October 29, 1992.(File 33-49840)
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act
(the "NJBCA") gives the Company power to indemnify each of its directors and
officers against expenses and liabilities in connection with any proceeding
involving him by reason of his being or having been a director or officer if (a)
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and (b) with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. However, in a proceeding by or in the right of the Company, there
shall be no indemnification in respect of any liabilities or expenses if the
officer or director shall have been adjudged liable to the Company unless the
court in such proceeding determines he is entitled to indemnity for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director or officer if a judgment or other final adjudication
adverse to such director or officer establishes that his acts or omissions (a)
were in breach of his duty of loyalty to the Company and its stockholders, (b)
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were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit. The NJBCA
defines an act or omission in breach of a person's duty of loyalty as an act or
omission which that person knows or believes to be contrary to the best
interests of the Company or its stockholders in connection with a matter in
which he has a material conflict of interest. If a director or officer is
successful in a proceeding, the statute mandates that the Company indemnify him
against expenses.
The Certificate of Incorporation provides that the Company
shall indemnify each officer and director of the Company (and each officer and
director of another entity who was serving at the request of the Company) who is
a party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement, actually and reasonably incurred in
connection with such action, suit or proceeding, to the fullest extend permitted
by law.
Item 7. Exemption from Registration Claimed
Offers and sales of Common Stock pursuant to the Plan are
exempt from registration under the Securities Act of 1933, as amended, by virtue
of Sections 4(2) and/or 2(11) of such Act and Rule 504 promulgated by the
Commission as a part of Regulation D.
Item 8. Exhibits
4(a) Interchange Financial Services Corporation Outside
Director Incentive Compensation Plan, is incorporated
herein by reference to Appendix A attached to the
Company's definitive proxy materials with respect to
its 2000 Annual Meeting of Shareholders, filed with
the Commission on March 30, 2000.
*5 Opinion of Norris, McLaughlin & Marcus, P.C.
*23(a) Consent of Deloitte & Touche, LLP
23(b) Consent of Norris, McLaughlin & Marcus P.C.
(included in Exhibit 5)
24 Power of Attorney (included on signature page)
_____________________________________________________________
*Filed herewith
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:
(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; and
(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) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed by the Registrant
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pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the
Registration Statement.
(iv) 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.
(v) 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, 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 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.
(c) 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 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.
10
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Township of Saddle Brook, State of New Jersey on the 22nd day
of June, 2000.
INTERCHANGE FINANCIAL SERVICES CORPORATION
By: /s/ Anthony Labozzetta
_______________________
Anthony Labozzetta
Executive Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony S. Abbate and Anthony Labozzetta, and
either of them (with full power in each to act alone), his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registrant Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each 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 attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
/s/ Anthony D. Andora
_________________________ Chairman of the Board June 22, 2000
Anthony D. Andora and Director
/s/ Anthony S. Abbate President, Chief Executive June 22, 2000
_________________________ Officer and Director
Anthony S. Abbate
/s/ Anthony Labozzetta Executive Vice President June 22, 2000
_________________________ and Chief Financial Officer
Anthony Labozzetta
/s/ Donald L. Correll Director June 22, 2000
_________________________
Donald L. Correll
/s/ Anthony R. Coscia Director June 22, 2000
_________________________
Anthony R. Coscia
/s/ John J. Eccleston Director June 22, 2000
__________________________
John J. Eccleston
/s/ David R. Ficca Director June 22, 2000
__________________________
David R. Ficca
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/s/ James E. Healey Director June 22, 2000
__________________________
James E. Healey
/s/ Nicholas R. Marcalus Director June 22, 2000
__________________________
Nicholas R. Marcalus
/s/ Eleanore S. Nissley Director June 22, 2000
__________________________
Eleanore S. Nissley
/s/ Jeremiah F. O'Connor Director June 22, 2000
__________________________
Jeremiah F. O'Connor
/s/ Robert P. Rittereiser Director June 22, 2000
__________________________
Robert P. Rittereiser
/s/ Benjamin Rosenzweig Director June 22, 2000
__________________________
Benjamin Rosenzweig
12
