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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): DECEMBER 19, 1995
................
GREAT FALLS BANCORP
.................................................................
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-14294 22-2545165
.................................................................
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-942-1111
..............
NONE
.................................................................
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On December 19, 1995, the Corporation's Board of
Directors voted to expand the Board from seven (7) to ten (10)
members, effective immediately following, and subject to, the
consummation of the Corporation's acquisition (the "Acquisition")
of all of the outstanding stock of Bergen Commercial Bank of
Paramus, New Jersey ("BCB") solely in exchange for the
Corporation's Common Stock. The Acquisition was approved by the
respective shareholders of the Corporation and BCB on December 19,
1995 (see Item 5 below), and is expected to become effective at
11:59 p.m. on December 31, 1995 (the "Effective Time").
The Corporation's Board of Directors then appointed
Anthony M. Bruno, Jr., C. Mark Campbell and Charles J. Volpe as
directors to fill the vacancies created by the increase in the
number of members. At the same time, the Corporation's Board of
Directors amended the Corporation's Bylaws, created new committees
and reorganized its officer structure, as described below.
The new committees of the Corporation's Board of
Directors are the Management Coordinating Committee and the
Executive Committee. The Management Coordinating Committee will be
comprised of Messrs. Campbell, Irwin, and Bruno; its duties will be
to coordinate the policies and operations of Great Falls Bank and
BCB. The Executive Committee will be comprised of Messrs.
Bramante, Bruno, Conklin, Irwin, Soldoveri and Urbano; its duties
will be to carry out the responsibilities of the Board of Directors
between meetings of the full Board of Directors.
The new officers are as follows:
John L. Soldoveri: Chairman of the Board of Directors and
Chief Executive Officer
George E. Irwin: President and Chief Operating Officer
Anthony M. Bruno, Jr. Vice Chairman of the Board of Directors
and Executive Vice President
A copy of the Corporation's Bylaws, as amended and
restated through December 19, 1995, effective at the close of
business December 31, 1995 conditioned upon consummation of the
Acquisition of Bergen Commercial Bank, is being filed with this
Report on Form 8-K as Exhibit 3.1.
All of such director and officer appointments and Bylaw
amendments are also to become effective immediately following, and
subject to, consummation of the Acquisition.
Item 5. Other Events.
On August 16, 1995, the Corporation executed an agreement
with BCB relating to the Acquisition. BCB will become a wholly-
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owned bank subsidiary of the Corporation, separate from the
Corporation's existing bank subsidiary, Great Falls Bank.
On November 29, 1995, the Federal Reserve Bank of New
York, acting pursuant to delegated authority from the Board of
Governors of the Federal Reserve System, granted its approval of
the Acquisition, thus fulfilling the last regulatory approval
condition to consummation of the Acquisition.
On December 19, 1995, the respective shareholders of both
BCB and the Corporation conducted separate special meetings for the
sole purpose of voting upon the Acquisition. At the BCB special
shareholders meeting, the BCB shareholders approved the Acquisition
by more than the 2/3 of BCB's outstanding stock as required by law.
The votes were cast as follows:
In favor of the Acquisition: 312,685 (84.6% of outstanding shares)
Against the Acquisition: 146
Abstentions: 0
Broker nonvotes: 0
At the special meeting of the Corporation's shareholders, such
shareholders approved the Acquisition by more than a majority of
the Corporation's shares present at the special meeting as required
by law. The votes were cast as follows:
In favor of the Acquisition: 575,846 (99.5% of shares present,
53.8% of shares outstanding)
Against the Acquisition: 1,477
Abstentions: 1,366
Broker nonvotes: 0
The Acquisition is scheduled to be consummated effective
at 11:59 p.m. on December 31, 1995.
In anticipation of the effectiveness of the Acquisition,
the Board of Directors expanded the Board of Directors, amended and
restated its Bylaws and reorganized its management. See Item 1
above.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being filed with this
Report and is attached hereto:
3.1 Restated Bylaws of Great Falls Bancorp adopted
December 19, 1995, effective December 31, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GREAT FALLS BANCORP
..............................
(Registrant)
DECEMBER 26, 1995 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
VICE PRESIDENT
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EXHIBIT 3.1
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BYLAWS
OF
GREAT FALLS BANCORP
Adopted June 13, 1985
As Amended and Restated
Effective December 31, 1995
ARTICLE I
OFFICES
1. Registered Office and Agent. The Corporation shall
maintain a Registered Office as required by the New Jersey Business
Corporation Act, as amended from time to time (the "Act"), at a
location in the State of New Jersey designated by the Board of
Directors from time to time. In the absence of a contrary
designation by the Board of Directors, or in the event of the
resignation of the Corporation's designated Registered Agent leaving
a vacancy which is not filled by the Board of Directors, the
Corporation's Registered Office shall be located at its Principal
Office.
The Corporation shall maintain a Registered Agent who
shall have a business office at the Corporation's Registered Office.
The Registered Agent shall be designated by the Board of Directors
from time to time to serve at its pleasure. In the absence of a
contrary designation by the Board of Directors, or in the event of
the resignation of the Corporation's designated Registered Agent
leaving a vacancy which is not filled by the Board of Directors, the
Corporation's Registered Agent shall be the Treasurer of the
Corporation.
2. Principal Place of Business. The principal place of
business of the Corporation is 55 Union Boulevard, Totowa, New
Jersey 07512.
3. Other Places of Business. Branch or subordinate
places of business or offices may be established at any time by the
Board at any place or places where the Corporation is qualified to
do business.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. The annual meeting of Shareholders
shall be held upon not less than ten (10) nor more than sixty (60)
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days written notice of the time, place and purposes of the meeting
at 5:30 p.m. on the fourth Wednesday of the month of April of each
year at the principal place of business of the corporation or such
other time and place as shall be specified in the notice of meeting,
in order to elect directors and transact such other business as
shall come before the meeting. If that date is a legal holiday, the
meeting shall be held at the same hour on the next succeeding
business day.
2. Special Meeting. A special meeting of the
Shareholders may be called for any purpose by a majority of the
Board. A special meeting shall be held at the principal business
office of the Corporation or at such other place as shall be
specified in the notice of meeting. Special meetings shall be
called upon written notice of the time, place, and purposes of the
meeting given not less than ten (10) nor more than sixty (60) days
prior to the date of the meeting.
3. Quorum. The presence at a meeting in person or by
proxy of the holders of shares entitled to cast a majority of the
votes shall constitute a quorum, except where a greater number is
required by law.
ARTICLE III
BOARD OF DIRECTORS
1. Number and Term of Office. The Board shall consist
of not less than five (5) nor more than fifteen (15) members as set
from time to time by the Board of Directors. The number of
Directors commencing on the date of adoption of these Bylaws is
seven (7). Such Directors shall serve until the next annual meeting
of Shareholders, to be held in 1986, and the election and
qualification of their successors. Effective commencing with the
1986 annual meeting of Shareholders, the Directors shall be divided
into three (3) classes, each class to consist, as nearly as may be,
of one-third (1/3) of the number of Directors then constituting the
whole Board. The term of office of the first class elected at the
1986 annual meeting of Shareholders shall expire at the 1987 annual
meeting of Shareholders. The term of office of the second class
elected at the 1986 annual meeting of Shareholders shall expire one
(1) year thereafter. The term of office of the third class elected
at the 1986 annual meeting of the Shareholders shall expire two (2)
years thereafter. At each succeeding annual election, the Directors
elected shall be chosen for a full term of three (3) years to
succeed those whose terms expire. Consistent with the foregoing,
the number and terms of office of Directors to be elected at any
particular annual meeting of Shareholders of the Corporation shall
be fixed by the Board of Directors at a meeting of the Board held
not more than one hundred twenty (120) days prior to the annual
meeting of Shareholders. In addition, between annual meetings of
Shareholders the Board of Directors shall have authority to increase
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the number of Directors by not more than two (2) members, and to
fill the vacancies created by such increase, in which event the
terms of the Directors filling such vacancies shall be fixed in such
manner as to result in each class consisting, as nearly as may be,
of one-third (1/3) of the Directors then constituting the whole
Board as so increased. Each Director elected by the Shareholders
shall hold office until the expiration of the term for which such
Director is elected and until such Director's successor shall have
been elected and qualified. (See Section 6 of Article III of these
Bylaws regarding the office of a Director elected by the Board of
Directors.)
2. Regular Meetings. A regular meeting of the Board
shall be held without notice on the fourth Wednesday in April at
approximately 6:00 p.m. at the principal office of the Corporation,
or at such other place as the annual meeting of Shareholders shall
have been held, immediately following the close of the annual
meeting of Shareholders referred to in Article II, Section 1 of the
Bylaws, or at such other time and place as may be specified in a
notice given orally or in writing at least two (2) days prior to
such meeting, for the purposes of electing officers and conducting
such other business as may come before the meeting. In the event
that the annual meeting of Shareholders is adjourned for any reason
beyond the date set forth in Article II, Section 1, of these Bylaws,
then the annual meeting of directors shall also be adjourned for the
same number of days. The Board, by resolution, may provide for
additional regular meetings which may be held without notice, except
to members not present at the time of the adoption of the
resolution.
3. Special Meetings. A special meeting of the Board may
be called at any time by the Chairman or the President or by any
three (3) directors for any purpose. Such meeting shall be held
upon three (3) days' notice if given orally (either by telephone or
in person) or by telegraph, or upon five (5) days' notice if given
by depositing the notice in the United States mails, postage
prepaid. Such notice shall specify the time and place of the
meeting.
4. Action Without Meeting. The Board may act without a
meeting if, prior or subsequent to such action, each member of the
Board shall consent in writing to such action. Such written consent
or consents shall be filed in the minute book.
5. Quorum. A majority of the entire Board shall
constitute a quorum for the transaction of business.
6. Vacancies In Board of Directors. Any vacancy in the
Board, including a vacancy caused by an increase in the number of
directors, may be filled by the affirmative vote of a majority of
the remaining directors, even though less than a quorum of the
Board, or by a sole remaining director. Each Director elected by
the Board of Directors to fill any vacancy shall hold office only
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until the next annual meeting of Shareholders, at which time the
Shareholders will elect such Director's successor for the succeeding
term or, if applicable, for the remaining portion of the full term
of the Director so elected to the Board.
7. Executive Committee. There shall be a standing
committee known as the Executive Committee, whose membership shall
be comprised of the Chairman of the Board, who shall also be
Chairman of the Committee, the Vice Chairman of the Board, the
President of the Corporation, and three additional members, who
shall be proposed by the Chairman of the Board, and elected by the
Board of Directors. The Board of Directors may at any time change
the membership of or fill vacancies on the Committee. Unless
otherwise provided by resolution of the Board of Directors, the
Executive Committee shall have and may exercise the powers of the
Board of Directors in the management of the business and the affairs
of the Corporation, except that unless provided by a resolution of
a majority of the whole Board of Directors, the Executive Committee
shall not be authorized to declare any dividends to stockholders,
elect officers of the Corporation, fill vacancies in the Board of
Directors, the Executive Committee or any other committee of the
Board of Directors, amend these bylaws or take any other action
which under these bylaws or applicable law must be taken only by a
vote of a majority of the entire Board of Directors. All action of
the Executive Committee shall be reported to the Board of Directors
at the meeting of such next succeeding the taking of such action.
8. Management Coordinating Committee. There shall be a
standing committee known as the Management Coordinating Committee,
whose membership shall be comprised of the Vice Chairman, if that
office is filled, the President of the Corporation, and such
additional members as may be recommended by the Chairman and
approved by the Board of Directors. In making his recommendation
for membership on the Committee, the Chairman shall give
consideration to the appropriateness of the appointment of persons
who, in addition to being members of the Board, also serve as
president and/or CEO of subsidiaries of the Corporation. The Vice
Chairman shall be the chairman of such committee, and shall preside
at all of its meetings. In the event that the office of Vice
Chairman has not been filled, the Board of Directors, at the time it
appoints the members of the committee, shall designate a chairman.
The committee shall meet as frequently as it determines is
necessary, but at least monthly. The duties of the committee shall
include the coordination of the management and operations of all of
the corporation's subsidiaries, and the recommendation to the Board
of Directors and Executive Committee of policies relating to the
operation of the subsidiaries, and uniformity therein where
appropriate. The committee shall have such other duties and
responsibilities as may from time to time be given to it by the
Board of Directors or the Executive Committee.
9. Other Committees. The Board of Directors or the
Chairman may at any time and from time to time establish, and
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appoint such other committees as deemed advisable. If created by
the Board, the resolution establishing such committees shall define
the duties and powers of the committees. Appointments to the
committees shall be made by the Board, if the resolution
establishing the committee so provides, or by the Chairman in all
other cases. Such appointed members shall serve at the pleasure of
the Board.
10. Qualifications. No person who shall have attained
the age of seventy (70) shall be eligible to be elected or reelected
as a director; provided, that this restriction shall not apply to
John Soldoveri, the founder and first Chairman of the Board of the
Corporation, until he shall have attained the age of seventy-five
(75).
11. Nominations for Director. Nominations for election
to the Board of Directors may be made by the Board of Directors or
by any Shareholder of any outstanding class of capital stock
entitled to vote for the election of directors. Nominations, other
than those made by or on behalf of the existing management, shall be
made in writing and shall be delivered or mailed to the Chairman of
the Board of the Corporation not less than fourteen (14) days nor
more than fifty (50) days prior to any meeting of Shareholders
called for the election of Directors, provided however, that if less
than twenty-one (21) days' notice of the meeting is given to
Shareholders, such nominations shall be mailed or delivered to the
Chairman of the Board not later than the close of business on the
seventh (7th) day following the day on which the notice of meeting
was mailed.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these Bylaws, by the Certificate
of Incorporation, or by the New Jersey Business Corporation Act may
be waived in writing by any person entitled to notice. The waiver
or waivers may be executed either before or after the event with
respect to which notice is waived. Each director or Shareholder
attending a meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have waived
notice of the meeting.
ARTICLE V
OFFICERS
1. Election and Appointment. The Directors at their
first meeting following the annual meeting of Shareholders shall
elect a Chairman of the Board of Directors and a President. The
Board may also elect a Vice Chairman of the Board of Directors, and
one or more Vice Presidents from their own number. The Board shall
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designate a Chief Executive Officer, and may designate a Chief
Operating Officer from among the officers so elected. They shall
also elect a Secretary and a Treasurer, who need not be Directors.
Except where prohibited by law any two offices may be held by the
same person. Other officers, including additional Vice Presidents,
who need not be Directors, may from time to time be elected or
appointed by the Board of Directors.
2. Term of Office. The Chairman of the Board of
Directors, the President and any Vice-Presidents selected from among
the members of the Board shall hold office from the time of their
election until the next annual meeting of the Board. All other
officers shall hold office at the pleasure of the Board. Any
officer may be removed from office by the affirmative vote of two-
thirds (2/3rds) of the remaining directors.
3. Compensation. Salaries of all officers shall be
fixed from time to time by the Board of Directors.
4. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board of Directors, and have
general charge and supervision of the affairs of the Board of
Directors and of the Corporation. He shall execute the orders of
the Board and supervise the policies adopted or approved by the
Board. He shall preside at all meetings of the shareholders. He
shall be a member of and chairman of the Executive Committee, as
well as a member ex-officio of all standing committees, except any
audit committee, if established, unless otherwise provided by law or
by the Board of Directors.
5. Vice Chairman. The Board of Directors may elect a
Vice Chairman. The Vice Chairman, in the absence or disability of
the Chairman of the Board, shall perform all the duties of the
Chairman. The Vice Chairman shall be the Chairman of the Management
Coordinating Committee, a member of the Executive Committee, and
shall perform such other duties as from time to time may be assigned
to him/her by the Board of Directors, or delegated to him/her by the
Chairman.
6. President. The President, in the absence or
disability of the Chairman of the Board and the Vice Chairman of the
Board, shall perform the duties of the Chairman. The President
shall sign all instruments which may be required by the Bylaws or in
carrying on the normal and proper business of the Corporation, and
all certificates of stock of the corporation when necessary. The
President shall be a member of the Executive Committee, the
Management Coordinating Committee, and shall be a member ex-officio
of all other committees, except an audit committee, unless otherwise
provided by law, or by the Board of Directors.
7. Chief Executive Officer. The Chief Executive
Officer shall have general charge of the administrative affairs of
the Corporation, and in the absence of a Chief Operating Officer,
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the operations of the Corporation. He shall have the authority to
prescribe the duties of all officers whose duties are not prescribed
herein, and may delegate authority and responsibilities to other
officers and employees where it may be deemed appropriate for the
prompt and orderly transaction of the Corporation's business.
8. Chief Operating Officer. The Chief Operating
Officer, if appointed, shall have general charge of the operational
affairs of the Corporation, and shall be responsible for the
implementation by the subsidiaries of the policies adopted by the
Board, the Executive Committee and the Management Coordinating
Committee. He or she shall prescribe the duties of all clerks,
agents and employees of the Corporation, and shall have the
authority to appoint, dismiss and fix the salaries of such persons,
and to perform such other duties as shall from time to time be
assigned or delegated to him or her by the Chief Executive Officer.
9. Vice Presidents. In the absence or disability of the
Chairman of the Board and the President, their duties shall be
performed by one or more of the Vice Presidents as may be delegated
by the Board of Directors. They shall also perform such duties as
may be assigned by the Chairman, the President, the Board of
Directors or the Executive Committee, if there be one.
10. Duties and Authority of Treasurer. The Treasurer
shall have the custody of the funds and securities of the
Corporation and shall keep or cause to be kept regular books of
account for the Corporation. The Treasurer shall perform such other
duties and possess such other powers as are incident to that office
or as shall be assigned by the Chairman, President or the Board.
11. Duties and Authority of Secretary. The Secretary
shall cause notices of all meetings to be served as prescribed in
these Bylaws and shall keep or cause to be kept the minutes of all
meetings of the Shareholders and the Board. The Secretary shall
have charge of the seal of the Corporation. The Secretary shall
perform such other duties and possess such other powers as are
incident to that office or as are assigned by the Chairman,
President or the Board. Provided, however, that the Board may
appoint a Secretary to the Board for the purpose of keeping its
minutes and performing such other duties as may be delegated by the
Board.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Proceedings by Others. Provided a specific
determination has been made as set forth below, the Corporation
shall indemnify any person who is or was a Director or officer of
the Corporation, or the legal representative of any such Director or
officer, against reasonable costs, disbursements, and expenses,
reasonable counsel fees, and amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties, in
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connection with any proceeding involving such Director or officer by
reason of his being or having been such a Director or officer, other
than a proceeding by or in the right of the Corporation, if
(i) such Director or officer 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
(ii) with respect to any criminal proceeding, such
Director or officer had no reasonable cause to believe his
conduct was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that such Director or
officer did not meet the applicable standards of conduct set forth
in subparagraphs (i) and (ii) hereof. No indemnification called for
by this paragraph shall be made by the Corporation unless authorized
in the specific case upon a determination that indemnification is
proper in the circumstances because the Director or officer met the
standard of conduct set forth in subparagraph (i) and, if applicable
(ii) of this paragraph (a). Such determination shall be made
(1) by the Board of Directors acting by a quorum of
Directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or, even if
obtainable and a quorum of the disinterested Directors so
directs, by independent legal counsel in a written opinion;
or
(3) by its Shareholders.
(b) Proceedings by Corporation. Provided a specific
determination has been made, or court order entered, as set forth
below, the Corporation shall indemnify any person who is or was a
Director or officer of the Corporation against his reasonable costs,
disbursements and counsel fees in connection with any proceeding by
or in the right of the Corporation to procure a judgment in its
favor which involves such Director or officer by reason of his being
or having been such Director or officer, 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. However, in no such
proceeding shall indemnification be provided in respect of any
claim, issue or matter as to which such Director or officer shall
have been adjudged to be liable for negligence or misconduct, unless
and only to the extent that the court in which such proceeding was
brought shall determine upon application that despite the
adjudication of liability, in view of all circumstances of the case
such Director or officer is fairly and reasonably entitled to
indemnity for such reasonable costs, disbursements and counsel fees
as the court shall deem proper. No indemnification called for by
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this paragraph shall be made by the Corporation unless ordered by a
court, or unless authorized in the specific case upon a
determination that indemnification is proper in the circumstances
because the Director or officer met the standard of conduct set
forth above in this paragraph (b). Such determination shall be made
in one of three (3) manners referred to in the last sentence of
paragraph (a) of this Article.
(c) Required Indemnification. Notwithstanding the
requirements of paragraphs (a) and (b) for a determination that
indemnification is proper in a specific case, the Corporation shall
in all cases indemnify any person who is or was a Director or
officer of the Corporation against reasonable costs, disbursements
and counsel fees to the extent that such Director or officer has
been successful on the merits or otherwise in any proceeding
referred to in paragraphs (a) and (b) of this Article or in defense
of any claim, issue or matter therein.
(d) Advance Payment of Expenses Permitted. Reasonable
costs, disbursements and counsel fees incurred by a Director or
officer of the Corporation in connection with a proceeding may be
paid by the Corporation in advance of the final disposition of the
proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified as provided in
this Article.
(e) Proceeding Defined. As used in this Article VI, the
term "proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding,
and any appeal therein and any inquiry or investigation which could
lead to such action, suit or proceeding.
(f) Provisions not Exclusive. The indemnification
provided by this Article shall be in addition to, and not exclusive
of, any other rights to which a Director or officer, or any rights
to which an employee or agent, of the Corporation may be entitled
under the laws of the State of New Jersey or under any agreement,
vote of shareholders, or otherwise.
ARTICLE VII
AMENDMENTS TO AND EFFECT OF
BYLAWS; FISCAL YEAR
1. Force and Effect of Bylaws. These Bylaws are subject
to the provisions of the New Jersey Business Corporation Act and the
Corporation's Certificate of Incorporation, as it may be amended
from time to time. If any provision in these Bylaws is inconsistent
with a provision in that Act or the Certificate of Incorporation,
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the provision of that Act or the Certificate of Incorporation shall
govern.
2. Amendments to Bylaws. These Bylaws may be altered,
amended or repealed by the Shareholders or the Board. Any Bylaw
adopted, amended or repealed by the Shareholders may be amended or
repealed by the Board, unless the resolution of the Shareholders
adopting such Bylaw expressly reserves to the Shareholders the right
to amend or repeal it.
3. Fiscal Year. The fiscal year of the Corporation
shall end on the 31st day of December of each year.
