<PAGE>
As filed with the Securities and Exchange Commission on December 18, 2000
--------------------------------------------------------------------------------
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)
<TABLE>
<CAPTION>
<S> <C>
NEW JERSEY 22-2610694
(STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
NEW BRUNSWICK, NEW JERSEY 08901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
BRUNSWICK BANCORP 2000 STOCK OPTION PLAN
BRUNSWICK BANCORP RESTRICTED STOCK AWARD PLAN
(FULL TITLE OF THE PLANS)
CARMEN J. GUMINA
PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
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>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered (2) Offering price per share (3) aggregate offering price Registration fee
----------------- ---------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 350,000 $11.50 $4,025,000 $1,063
no 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) Includes 250,000 shares issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan and 100,000 shares issuable pursuant
to the Restricted Stock Award Plan.
(3) 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 December 11, 2000.
Exhibit Index at Page 8
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Registrant's
2000 Stock Option Plan and Restricted Stock Award Plan required by Item 1 of
Part 1 of Form S-8 and the statement of availability of Registration
Information, Plan Information and other information required by Item 2 of Part 1
of Form S-8 will be sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with Rule 428 and the requirements of Part 1 of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The Registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
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, 1999;
(b) All other reports filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act since the end of Fiscal 1998;
and
(c) the description of the Registrant's Common Stock, no 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), 13(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
-2-
<PAGE>
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.
In accordance with the New Jersey Business Corporation Act (being Title
14A of the New Jersey Statutes), Article VI of the Registrant's Certificate eof
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 extent permitted by the New Jersey Business Corporation
Act. The indemnification provided 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.
-3-
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
4(a) 2000 Stock Option Plan
4(b) Form of Stock Option Agreement for Employees
4(c) Form of Stock Option Agreement for Non-Employee Directors
4(d) Restricted Stock Award Plan
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included in the opinion
filed as Exhibit 5 hereto)
23(b) Consent of Michael R. Ferraro, CPA
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
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%
-4-
<PAGE>
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
(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.
-5-
<PAGE>
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 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 December 18, 2000.
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, as
amended, this registration statement 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
/s/Bruce Arbeiter Director December 18, 2000
---------------------------
Bruce Arbeiter
/s/Joseph DeMarco Director December 18, 2000
---------------------------
Joseph DeMarco
/s/Dominick Faraci Director December 18, 2000
---------------------------
Dominick Faraci
/s/Carmen J. Gumina President and Chairman of December 18, 2000
--------------------------- the Board of Directors
Carmen J. Gumina (Principal Executive
Officer)
/s/Michael Kaplan Director December 18, 2000
---------------------------
Michael Kaplan
/s/Richard Malouf Director December 18, 2000
---------------------------
Richard Malouf
-6-
<PAGE>
/s/Frederick Perrine Director December 18, 2000
---------------------------
Frederick Perrine
/s/Robert Sica Director December 18, 2000
---------------------------
Robert Sica
/s/Thomas A. Fornale Secretary-Treasurer December 18, 2000
--------------------------- Controller
Thomas A. Fornale (Principal Accounting/Financial
Officer)
/s/Robert McDaid Director December 18, 2000
---------------------------
Robert McDaid
/s/Gary Russo Director December 18, 2000
---------------------------
Gary Russo
/s/Phillip W. Barrood Director December 18, 2000
---------------------------
Phillip W. Barrood
/s/James Gassaro Director December 18, 2000
---------------------------
James Gassaro
-7-
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 OF
BRUNSWICK BANCORP
<TABLE>
<CAPTION>
EXHIBIT NO. NAME OF DOCUMENT PAGE
----------- ---------------- ----
<S> <C> <C>
4(a) 2000 Stock Option Plan 9
4(b) Form of Stock Option Agreement for Employees 21
4(c) Form of Stock Option Agreement for Non-Employee Directors 28
4(d) Restricted Stock Award Plan 34
5 Opinion of McCarter & English 43
23(a) Consent of McCarter & English Included in the opinion
filed as Exhibit 5 hereto.
23(b) Consent of Michael R. Ferraro, CPA 45
24 Powers of Attorney executed by officers and directors who 46
signed this registration statement.
</TABLE>
-8-
