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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BRUNSWICK BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-2610694
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
NEW BRUNSWICK, NEW JERSEY 08901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BRUNSWICK BANCORP 1998 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
CARMEN J. GUMINA
PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
(PRINCIPAL EXECUTIVE OFFICER)
439 LIVINGSTON AVENUE
NEW BRUNSWICK, NJ 08903
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(732) 247-5800
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount of
Title of securities Amount to be Proposed maximum offering price Proposed maximum aggregate Registration
to be registered (1) registered per share (2) offering price fee
<S> <C> <C> <C> <C>
Common Stock, $2.00 72,000 $34.00 $2,448,000.00 $722.00
par value
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
relates to such indeterminate number of additional shares of Common
Stock of the Registrant as may be issuable as a result of stock splits,
stock dividends or similar transactions, as described in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based on the average high and low sales
price of the Common Stock reported on the NASDAQ on September 3, 1998.
Exhibit Index at Page 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) the Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(d) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and
(e) the description of the Registrant's Common Stock, $2.00 par value per
share, contained in the Registrant's Registration Statement on Form
S-14 as filed with the Securities and Exchange Commission on June 20,
1985 to register the Common Stock under the Securities Act of 1933.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 12(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded shall not be demand, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTEREST OF NAMED EXPERTS OF COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The objective of the following indemnification provision is to assure
that indemnification can be invoked by the Registrant for its directors,
officers, employees and agents and former officers, directors, employees and
agents who incur expenses in providing their honesty and integrity, provided
they meet minimum qualifications touching upon the concept of wrongdoing.
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In accordance with the New Jersey Business Corporation Act (being Title
14A of the New Jersey Statutes), Article VI of the Registrant's Certificate of
Incorporation provides as follows:
The Corporation shall indemnify its officers, directors, employees, and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines, and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provide herein shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity, and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power to purchase and maintain insurance on behalf of any persons enumerated
above against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article.
Section 14A:3-5 of the New Jersey Business Corporation Act gives a
corporation the power, without a specific authorization in its certificate of
incorporation or by-laws, to indemnify a director, officer, employee or agent (a
"corporate agent") against expenses and liabilities incurred in connection with
certain proceedings involving the corporate agent by reason of his being or
having been such a corporate agent, provided that with regard to a proceeding
other than one by or in the right of the corporation, the corporate agent must
have acted in good faith and in the manner reasonably believed to be, in or not
opposed to the best interest of the corporation and, with respect to any
criminal proceeding, such corporate agent had not reasonable cause to believe
his conduct was unlawful. In such proceeding, termination of a proceeding by
judgment, order, settlement, conviction or upon plea of nolo contendere or its
equivalent does not of itself create a presumption that any such corporate agent
failed to meet the above applicable standards of conduct. The indemnification
provided by the Act does not exclude any rights to which a corporate agent may
be entitled under a certificate of incorporation, by-law, agreement, vote of
shareholders or otherwise. No indemnification, other than that required when a
corporate agent is successful on the merits or otherwise in any of the above
proceedings shall be allowed if such indemnification would be inconsistent with
a provision of the certificate of incorporation, a by-law or a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action in effect at the time of the accrual of the alleged cause of
action which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4(a) 1998 Stock Option Plan
4(b) Form of Stock Option Agreement
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included in the
opinion filed as Exhibit 5 hereto)
23(b) Consent of Ferraro, Wood & Company
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. 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
Commission pursuant to Rule 424(b) 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 materials change to such
information in the Registration Statement;
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(2) 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; and
(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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the 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 relating to the
securities offered therein and the offering of such securities at the 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
person of the Registrant pursuant to the foregoing provisions, or otherwise, 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 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 issues.
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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 New Brunswick, New Jersey on September 8, 1998.
By: /s/ Carmen J. Gumina
--------------------------------
Carmen J. Gumina
President and Chairman
Of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
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Bruce Arbeiter Director
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Joseph DeMarco Director
- -------------------------------
Dominick Faraci Director
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Carmen J. Gumina President and Chairman of the Board
of Directors (Principal Executive
Officer)
- -------------------------------
Josephine Gumina Director
- -------------------------------
Michael Kaplan Director
- -------------------------------
Richard Malouf Director
- -------------------------------
John Maltese Director
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- -------------------------------
Frederick Perrine Director
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Robert Sica Director
- -------------------------------
Thomas A. Fornale Secretary-Treasurer
Controller
(Principal Accounting/Financial
Officer)
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 OF
BRUNSWICK BANCORP
EXHIBIT NO. NAME OF DOCUMENT PAGE
- ----------- ---------------- ----
4(a) 1998 Stock Option Plan 9
4(b) Form of Stock Option Agreement 19
5 Opinion of McCarter & English 25
23(a) Consent of McCarter & English Included in the opinion
filed as Exhibit 5 hereto.
23(b) Consent of Ferraro, Wood & Company 27
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EXHIBIT 4(a)
BRUNSWICK BANCORP
1998 STOCK OPTION PLAN
SECTION 1. PURPOSE
The Brunswick Bancorp 1998 Stock Option Plan (the "Plan") is
hereby established to foster and promote the long-term success of Brunswick
Bancorp (the "Corporation") and its shareholders by providing employees of the
Corporation with an equity interest in the Corporation. The Plan will assist the
Corporation in attracting and retaining the highest quality of experienced
employees and in aligning the interests of such employees more closely with the
interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation. The Plan is effective as of May
12, 1998.
SECTION 2. DEFINITIONS
Capitalized terms not specifically defined elsewhere herein
shall have the following meaning:
"Act" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated thereunder.
"Committee" means a committee consisting of two or more
"non-employee directors" of the Committee, all of whom are "disinterested
persons" as such terms are defined under Rule 16b-3 of the Securities and
Exchange Act of 1934, as amended, as promulgated by the Securities and Exchange
Commission. The Board shall appoint the members of the Committee.
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"Common Stock" or "Stock" means the common stock, $2.00 per
share par value, of the Corporation.
"Corporation" means Brunswick Bancorp and any present or
future subsidiary corporations of Brunswick Bancorp (as defined in Section 424
of the Code) or any successor to such corporations.
"Disability" means a permanent and total disability as defined
in Section 22(e)(3) of the Code.
"Fair Market Value" means, with respect to shares of Common
Stock, the fair market value as determined by the Committee in good faith and in
a manner established by the Committee from time to time taking into account such
factors as the Committee, in the exercise of its good faith discretion, shall
deem appropriate, such as the book value of the Common Stock, the trading value
of the Common Stock, to the extent a reliable and established trading market for
the Common Stock exists, and trading multiples, such as book value and earnings
per share multiples, for comparably sized financial institutions trading on
established trading markets.
"Non-Qualified Stock Option" means an option to purchase
shares of Common Stock granted to a Participant under the Plan which is not
intended to comply with the requirements of Section 422 of the Code.
"Option" means a Non-Qualified Stock Option granted under the
Plan.
"Participant" means an employee of the Corporation selected by
the Committee to receive an Option under the Plan.
"Plan" means the Brunswick Bancorp 1998 Stock Option Plan.
"Retirement" means termination of employment on or after age
60.
"Termination for Cause" means termination because of
Participant's intentional failure to perform stated duties, personal dishonesty,
willful violation of any law, rule regulation
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(other than traffic violations or similar offenses) or final cease and desist
order issued by any regulatory agency having jurisdiction over the Participant
or the Corporation.
SECTION 3. ADMINISTRATION
(a) The Committee shall administer the Plan in accordance with
its terms and purposes. Among other things, the Committee shall have the
discretion and exclusive authority to approve and grant Options, to determine
the individuals to whom and the time or times at which Options may be granted,
to determine the terms and conditions of any Option granted hereunder, including
whether to impose any vesting period, and the exercise price thereof, subject to
the requirements of this Plan.
(b) Subject to the other provisions of the Plan, the Committee
shall have authority to adopt, amend, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, to interpret the provisions of the Plan
and any Option and to decide all disputes arising in connection with the Plan.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and
absolute discretion. The Committee's decision and interpretations shall be final
and binding. Any action of the Committee with respect to the administration of
the Plan shall be taken pursuant to a majority vote or by the unanimous written
consent of its members.
(c) The Committee may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent.
SECTION 4. ELIGIBILITY AND PARTICIPATION
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Employees of the Corporation shall be eligible to participate
in the Plan. The Participants under the Plan shall be selected from time to time
by the Committee, in its sole discretion, from among those eligible, and the
Committee shall determine in its sole discretion the numbers of shares to be
covered by the Option or Options granted to each Participant.
SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS
(a) The maximum number of shares of Common Stock which may be
issued and purchased pursuant to Options granted under the Plan is seventy-two
thousand (72,000), subject to the adjustments as provided in Section 5 and
Section 8, to the extent applicable. If an Option granted under this Plan
expires or terminates before exercise or is forfeited for any reason, without a
payment in the form of Common Stock being granted to the Participant, the shares
of Common Stock subject to such Option, to the extent of such expiration,
termination or forfeiture, shall again be available for subsequent Option grants
under Plan. Shares of Common Stock issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.
(b) In the event that the Committee determines, in its sole
discretion, that any stock dividend, stock split, reverse stock split or
combination, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted or made available under the Plan to Participants, the
Committee shall proportionately and appropriately adjust equitably any or all of
(i) the maximum number and kind of shares of Common Stock in respect of which
Options may be granted under the Plan to Participants, (ii) the number and kind
of shares of Common Stock subject to outstanding Options held by Participants,
and (iii) the exercise price with respect to
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any Options held by Participants, without changing the aggregate purchase price
as to which such Options remain exercisable, and if considered appropriate, the
Committee may make provision for a cash payment with respect to any outstanding
Options held by a Participant. No fractional Shares shall be issued on account
of any such adjustment.
(c) Any adjustments under this Section will be made by the
Committee, whose determination as to what adjustments, if any, will be made and
the extent thereof will be final, binding and conclusive.
SECTION 6. NON-QUALIFIED STOCK OPTIONS
Grant of Non-Qualified Stock Options.
The Committee may, from time to time, approve and grant
Non-Qualified Stock Options to Participants upon such terms and conditions as
the Committee may determine. Non-Qualified Stock Options granted under this Plan
are subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-Qualified Stock Option shall be
determined by the Committee on the date the option is granted. Such purchase
price shall not be less than the Fair Market Value of the Common Stock on the
date of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made in cash or by certified bank
check.
(b) Terms of Options. The term during which each Non-Qualified
Stock Option may be exercised shall be determined by the Committee, but in no
event shall a Non-Qualified Stock Option be exercisable in whole or in part more
than five (5) years from the date of grant.
(c) Termination of Service. Except as provided in Section 6(d)
hereof, unless otherwise determined by the Committee, if a Participant is no
longer serving as an employee for any reason other than Disability, death or
Termination for Cause, the Participant's Non-Qualified
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Stock Options shall be exercisable only as to those shares which were
immediately exercisable by the Participant at the date service ceases and only
for a period of three months following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the award
of an Option, in the event of Termination for Cause, all rights under the
Participant's Non-Qualified Stock Options shall expire at the ceasing of
service. In the event of death or termination of service as a result of
Disability of any Participant, all Non-Qualified Stock Options held by the
Participant, whether or not exercisable at such time, shall be exercisable by
the Participant or his legal representatives or beneficiaries of the Participant
for one year or such longer period as determined by the Committee following the
date of the Participant's death or termination of service due to Disability,
provided that in no event shall the period extend beyond the expiration of the
Non-Qualified Stock Option term.
(d) Exception for Retirement. Notwithstanding the general rule
contained in Section 6(c) above, all Options held by a Participant whose
employment with the Corporation terminates due to Retirement may be exercised
for the lesser of (i) the remaining term of the Option, or (ii) six months.
(e) Transferability. Except as provided for hereunder, no
Option granted under this Plan shall be assignable or transferable by a
Participant, other than by operation of the laws of descent and distribution,
and any attempted disposition not in compliance with the provisions hereof shall
be null and void and of no further effect. A Participant may transfer or assign
an Option granted hereunder to an immediate family member or trust or benefit
plan established for the benefit of an immediate family member. For purposes of
this provision, the term "immediate family member" means a Participant's spouse,
parents and offspring.
(f) No Obligation To Repurchase Common Stock. The Corporation
shall have no obligation to repurchase Common Stock acquired by Participants
under the Plan.
SECTION 7. EXTENSION
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The Committee may, in its sole discretion, extend the dates
during which all or any particular Option or Options granted under the Plan may
be exercised.
SECTION 8. GENERAL PROVISIONS APPLICABLE TO OPTIONS
(a) Notwithstanding any other provision of the Plan, in order
to qualify for the exemption provided by Rule 16b-3 of the Act, any Common Stock
acquired by a Participant subject to Section 16 of the Act (a "Section 16
Participant") upon exercise of an Option may not be sold for six (6) months
after the date of grant of the Option. The Committee shall have no authority to
take any action if the authority to take such action, or the taking of such
action, would disqualify the Plan from the exemption provided by Rule 16b-3 of
the Act at a time when the Company is subject to the provisions of Rule 16b of
the Act.
(b) Each Option under the Plan shall be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan or comply with applicable tax and regulatory laws and
accounting principles.
(c) Any Option granted hereunder which has become exercisable
may be exercised from time to time, in whole or in part, by delivering written
notice of exercise to the Chief Financial Officer of the Corporation. Such
notice is irrevocable and must be accompanied by full payment of the exercise
price, in cash or by certified bank check, as permitted under Section 6(b).
(d) Each Option may be granted alone, in addition to or in
relation to any other option. The terms of each Option need not be identical,
and the Committee need not treat Participants uniformly. Except as otherwise
provided by the Plan or a particular Option, any determination with respect to
an Option may be made by the Committee at the time of grant or at any time
thereafter.
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(e) In the event of a consolidation, reorganization, merger or
sale of all or substantially all of the assets of the Corporation in each case
in which outstanding shares of Common Stock are exchanged for securities, cash
or other property of any other corporation or business entity or in the event of
a liquidation of the Corporation, the Committee will provide for any one or more
of the following actions, as to outstanding Options: (i) provide that such
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written
notice to the Participants, provide that all unexercised Options will terminate
immediately prior to the consummation of such transaction unless exercised (to
the extent then exercisable) by the Participant within a specified period
following the date of such notice, (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Corporation will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the Participants
equal to the difference between (A) the Merger Price times the number of shares
of Common Stock subject to such outstanding Options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Options in exchange for the termination
of such Options, or (iv) provide that all or any outstanding Options shall
become exercisable in full immediately prior to such event provided however that
no adjustment shall be made pursuant to this Section 8(e) if such adjustment
would cause the Plan to fail to comply with Rule 16b-3 of the Act.
(f) The Participant shall pay to the Corporation by cash or
certified bank check any taxes required by law to be withheld in respect of
Options under the Plan no later than the date of the event creating the tax
liability. The Corporation may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.
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(g) For purposes of the Plan, the following events shall not
be deemed a termination of employment of a Participant:
(i) a transfer to the employment of the Corporation
from a subsidiary or from the Corporation to a subsidiary, or
from one subsidiary to another, or
(ii) an approved leave of absence for military
service or sickness, or for any other purpose approved by the
Corporation, if the Participant's right to reemployment is
guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or
if the Committee otherwise so provides in writing.
(h) The Board may at any time, and from time to time, amend,
modify or terminate the Plan or any outstanding Option held by a Participant,
including substituting therefor another Option of the same or a different type
or changing the date of exercise or realization, provided that the Participant's
consent to each action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant, and further provided that no amendment or
modification will be permitted if such amendment or modification would cause the
Plan to fail to comply with Securities and Exchange Commission Rule 16b-3 under
the Act.
SECTION 9. MISCELLANEOUS
(a) No person shall have any claim or right to be granted an
Option, and the grant of an Option shall not be construed as giving a
Participant the right to continued employment. The Corporation expressly
reserves the right at any time to dismiss a Participant free from any liability
or claim under the Plan, except as expressly provided in the applicable Option.
(b) Nothing contained in the Plan shall prevent the
Corporation from adopting other or additional compensation arrangements.
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(c) Subject to the provisions of the applicable Option, no
Participant shall have any rights as a shareholder (including, without
limitation, any rights to receive dividends, or non cash distributions with
respect to such shares) with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the holder thereof.
(d) Notwithstanding anything to the contrary expressed in this
Plan, any provisions hereof that vary from or conflict with any applicable
Federal or State securities laws (including any regulations promulgated
thereunder) shall be deemed to be modified to conform to and comply with such
laws.
(e) No member of the Board or the Committee shall be liable
for any action or determination taken or granted in good faith with respect to
this Plan nor shall any member of the Board or the Committee be liable for any
agreement issued pursuant to this Plan or any grants under it. Each member of
the Committee and the Board shall be indemnified by the Corporation against any
losses incurred in such administration of the Plan, unless his action
constitutes serious and willful misconduct.
(f) The Plan shall be effective upon its adoption by the
Board.
(g) Options may not be granted under the Plan after the tenth
anniversary of its adoption, but then outstanding Options may extend beyond such
date.
(h) To the extent that State laws shall not have been
preempted by any laws of the United States, the Plan shall be construed,
regulated, interpreted and administered according to the other laws of the State
of New Jersey.
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EXHIBIT 4 (b)
BRUNSWICK BANCORP
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as
of May 12, 1998, by and between Brunswick Bancorp, a New Jersey corporation
("Corporation") and [NAME] ("Optionee").
RECITALS
A. Optionee is an employee of the Corporation.
B. The Corporation has decided to grant Optionee the right to
purchase Common Stock pursuant to the terms and conditions of this Agreement and
subject to the terms and conditions of the Brunswick Bancorp 1998 Stock Option
Plan ("Plan") and as it shall be amended from time to time.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants hereinafter
set forth, the Corporation and the Optionee agree as follows:
1. Grant of Option. The Corporation hereby grants to the
Optionee the right (the "Option") to purchase up to a maximum of [NUMBER] shares
("Shares") of Common Stock at a price of $30.00 per share ("Option Price"). The
Option Price shall be paid in accordance with this Agreement and the Plan. It is
intended that the Option will not qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Optionee Bound by Plan. The Optionee hereby agrees to be
bound by all the terms and provisions of the Plan.
3. Date of Grant. The date of grant of the Option shall mean
May 12, 1998.
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4. Ability to Exercise Options.
a. Options granted under this Agreement shall be exercisable
in whole or in part until May 11, 2003.
5. Vesting of Options. Participants granted Options under this
Plan shall vest in such Options in accordance with the following schedule:
DATE VESTED PERCENTAGE
--------------------------------------------------------------
May 12, 1998 20%
May 12, 1999 40%
May 12, 2000 60%
May 12, 2001 80%
May 12, 2002 100%
6. Exercise of Option. Until termination of the Option in
accordance with the Plan, the Option may be exercised by Optionee (or such other
person specified in the Plan) to the extent exercisable as determined under this
Agreement and the Plan, upon delivery of the following to the Chief Financial
Officer of the Corporation at its principal executive offices:
a. a written notice of exercise which identifies this
Agreement and states the number of Shares;
b. a certified bank check, cash, or any combination
thereof in the amount of the aggregate Option Price;
c. a certified bank check or cash in the amount
reasonably requested by the Corporation to satisfy the Corporation's withholding
obligations under federal, state or other applicable tax laws with respect to
the taxable income, if any, recognized by Optionee in connection with the
exercise, in whole or in part, of the Option (unless the Corporation and
Optionee shall have made other arrangements for deductions or withholding from
Optionee's wages, bonus or other income paid to Optionee by the Corporation,
provided such arrangements satisfy the requirements of applicable tax laws).
7. Representations and Warranties of Optionee.
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a. Optionee represents and warrants that the Option
is being acquired by Optionee for Optionee's personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
b. Optionee acknowledges receipt of this Agreement
granting the Option, and the Plan, and understands that all rights and
liabilities connection with the Option are set forth herein and in the Plan.
8. No Rights as a Stockholder. Optionee shall have no rights
as a stockholder of any shares of Common Stock covered by the Option until the
date (the "Exercise Date") an entry evidencing such ownership is made in the
stock transfer books of the Corporation. The Corporation will make no adjustment
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the Exercise Date. Notwithstanding, the Committee may, in its sole discretion,
make adjustments to the Option to reflect changes that affect the Common Stock
in order to preserve the benefits or potential benefits intended to be granted
or made available under the Plan, in accordance with Section 5 of the Plan.
Adjustments made pursuant to this paragraph, if any, are final, binding, and
conclusive.
9. Limitation of Corporation's Liability for Nonissuance.
Inability of the Corporation to obtain, from any regulatory body having
jurisdiction, authority reasonably deemed by the Corporation's counsel to be
necessary for the lawful issuance and sale of any shares of Common Stock
hereunder and under the Plan shall relieve the Corporation of any liability in
respect of the nonissuance or sale of such shares as to which such requisite
authority shall not have been obtained.
10. This Agreement Subject to Plan. This Agreement is made
under the provisions of the Plan and shall be interpreted in a manner consistent
with it. To the extent that any provision in this Agreement is inconsistent with
the Plan, the provisions of the Plan shall
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control. A copy of the Plan is available to Optionee at the Corporation's
principal executive offices upon request and without charge. The good faith
interpretation of the Committee of any provision of the Plan, the Option or this
Agreement, and any determination with respect thereto or hereto by the
Committee, shall be final, conclusive and binding on all parties.
11. Notices. All notices, requests and other communications
hereunder shall be in writing and, if given by telegram, telecopy or telex,
shall be deemed to have been validly served, given or delivered when sent, if
given by personal delivery, shall be deemed to have been validly served, given
or delivered upon actual delivery and, if mailed, shall be deemed to have been
validly served, given or delivered three business days after deposit in the
United States mails, as registered or certified mail, with proper postage
prepaid and addressed to the party or parties to be notified, at the following
addresses (or such other address(es) as a party may designate for itself by like
notice):
IF TO THE CORPORATION: IF TO THE OPTIONEE:
Brunswick Bancorp [NAME]
439 Livingston Ave.
New Brunswick, NJ 08901
12. Not an Employment or Other Agreement. Nothing contained in
this Agreement shall confer, intend to confer or imply any rights to an
employment or other relationship or rights to a continued employment or other
relationship with the Corporation and/or any subsidiary in favor of Optionee or
limit the ability of the Corporation and/or any subsidiary to terminate, with or
without cause, in its sole and absolute discretion, the employment or other
relationship with Optionee, subject to the terms of any written employment or
other agreement to which Optionee is a party.
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13. Compliance with Laws and Regulation. This Option and the
obligations of the Corporation to sell and deliver Shares hereunder, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency as may be required.
14. Governing Law. This Agreement shall be construed under and
governed by the laws of the State of New Jersey without regard to the conflict
of law provisions thereof.
15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original and both of which
together shall be deemed one Agreement.
IN WITNESS WHEREOF, the Corporation and Optionee have executed
this Agreement as of the date first above written.
THE CORPORATION
BRUNSWICK BANCORP, a New Jersey corporation
By:
Name:
Title:
OPTIONEE:
Name:
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FORM OF NOTICE OF EXERCISE OF OPTION
(TO BE SIGNED ONLY UPON OPTIONEE'S INTENTION
TO EXERCISE THE OPTION)
TO: BRUNSWICK BANCORP
The undersigned, the holder of the foregoing Option, hereby
gives notice of his/her intention to exercise the Option for [NUMBER] Shares of
BRUNSWICK BANCORP (the "Corporation"), in accordance with the terms and
conditions of the BRUNSWICK BANCORP 1998 STOCK OPTION PLAN and the BRUNSWICK
BANCORP STOCK OPTION AGREEMENT, for the purchase price of $30.00 per Share of
Common Stock.
Dated:
--------------------------
OPTIONEE (Signature)
--------------------------
OPTIONEE (Print Name)
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EXHIBIT 5
September 8, 1998
RE: Brunswick Bancorp
Registration Statement on Form S-8
Brunswick Bancorp
439 Livingston Avenue
New Brunswick, NJ 08903
Dear Sirs:
We have acted as counsel for Brunswick Bancorp, a New Jersey
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 being filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to an aggregate of
72,000 shares of Common Stock, $2.00 par value per share, of the Company (the
"Shares"), issuable pursuant tot he Brunswick Bancorp 1998 Stock Option Plan
(the "Plan").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and By-laws of the Company, the Plan, and
such other certificates, records, instruments and documents, and have made such
other and further investigations, as we have deemed necessary or appropriate to
enable us to express the opinion set forth below. In such examination, we have
assumed the genuiness of all signatures, the legal capacity of natural person,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the Shares
pursuant to the provisions of the Plan and payment of the
purchase price therefor in accordance with the terms set forth
in the Plan, in cash or other consideration permitted under
Section 12A:7-5 of the New Jersey Business Corporation Act
(the "Act"), the Shares issued thereunder will be legally
issued, fully paid and non-assessable.
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
McCarter & English, LLP
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Brunswick Bancorp
We consent to incorporation by reference in the registration statement
on Form S-8 of Brunswick Bancorp of our report dated January 24, 1998, relating
to the consolidated statements of financial condition of Brunswick Bancorp and
Subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the years
in the three year period ended December 31, 1997, which report appears in the
Form 10K of Brunswick Bancorp dated March 20, 1998.
/s/Ferraro, Wood & Company
North Brunswick, NJ
September 8, 1998
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