<PAGE>
As filed with the Securities and Exchange Commission on
November 14, 1996. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GREATER COMMUNITY BANCORP
.................................................................
(Exact name of issuer as specified in its charter)
NEW JERSEY 22-2545165
.................................................................
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Address of Principal Executive Offices) (Zip Code)
BERGEN COMMERCIAL BANK OFFICERS STOCK OPTION PLAN
.................................................................
(Full title of the plan)
GEORGE E. IRWIN
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Name and address of agent for service)
201-942-1111
.................................................................
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount
to be to be price offering of
registered registered per share price fee
Common Stock 2,820 sh $6.93 $19,543 $100
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that have previously been filed with
the Securities and Exchange Commission under Commission File No.
0-14294 are incorporated by reference into this Registration
Statement:
1. Annual Report on Form 10-KSB for the year ended
December 31, 1995.
2. Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996.
3. Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996.
4. Current Report on Form 8-K dated December 31, 1995.
5. Current Report on Form 8-K/A dated December 31, 1995.
6. Current Report on Form 8-K dated June 28, 1996
7. Current Report on Form 8-K dated July 3, 1996.
8. Current Report on Form 8-K dated July 30, 1996.
9. Registration Statement under the Securities Exchange
Act of 1934 on Form 8-A, effective March 20, 1986.
All documents filed by the Registrant pursuant to sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, after the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities
The securities being registered are shares of the
Registrant's Common Stock, Par Value $1.00 Per Share. Such
securities are described in the Registrant's Registration
Statement under the Securities Exchange Act of 1934 on Form 8-A,
effective March 20, 1986, which Registration Statement is
incorporated herein by reference as provided in Item 3 above.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers
(1) Indemnification. Reference is made to Section 14A:3-5 of
the New Jersey Business Corporation Act, which sets forth the
extent to which a corporation may indemnify its directors,
officers and employees. More specifically, such law empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent 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 (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful. For purposes of such law the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
incurred in connection with any proceeding involving the
corporate agent by reason of his being or having been a corporate
agent if the agent 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, only the court in which the
proceeding was brought can empower a corporation to indemnify a
corporate agent against expenses with respect to any claim, issue
or matter as to which the agent was adjudged liable to the
corporation.
The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding. If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
<PAGE>
him the requested indemnification. In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determine he is entitled to indemnification.
In accord with such statutory provision, Article VI of the
Registrant's By-laws provides as follows:
"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
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
<PAGE>
"(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 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
cost, 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 any
undertaking by 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.
<PAGE>
"(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."
(2) Insurance Coverage. Effective January 1, 1996, the
registrant purchased directors and officers liability insurance
coverage for a term of one year. The policy will indemnify the
registrant, its officers and directors and the officers and
directors of its subsidiaries against certain claims in the
aggregate amount of $3 million with a standard deductible amount
per claim. The coverage of such policy includes liabilities
arising under the Securities Act of 1933, as amended.
(3) Exculpation. Paragraph 7 of the Certificate of
Incorporation of Greater Community Bancorp, as amended, provides
as follows:
"A director or officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for
damages for breach of any duty owed to the Corporation or
its stockholders, except that this provision shall not
relieve a director or officer from liability for any breach
of duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the Corporation or its
stockholders, (b) not in good faith or involving a knowing
violation of law, or (c) resulting in receipt by such person
of an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation or
otherwise shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the
time of such repeal or modification."
Item 7. Exemption form Registration Claimed.
Not applicable.
Item 8. Exhibits
<PAGE>
The following exhibits are being filed with this
Registration Statement
4.1 Restated Certificate of Incorporation filed July
3, 1996. (Incorporated by reference to Exhibit
3.1 to Report on Form 8-K dated July 3, 1996.)
4.2 Bylaws of Greater Community Bancorp, adopted June 13,
1985. (Incorporated by reference to Exhibit 3(b), Item
25, Part II of Form S-18, Registration No. 2-99343-NY,
effective September 30, 1985.)
4.3 Amendment to Bylaws amending Article III, Section 8,
increasing age qualification from 70 to 75 under
certain circumstances (Incorporated by reference to
Exhibit 3.6, Item 21(a), Part II of Form S-4,
Registration No. 33-62915, effective November 9, 1995.
4.4 Amendment to Bylaws amending Article III, Section 1 to
increase stated time period from 90 to 120 days
(Incorporated by reference to Exhibit 3.7, Item 21(a),
Part II of Form S-4, Registration No. 33-62915,
effective November 9, 1995).
5.1 Opinion of Williams, Caliri, Miller & Otley, a
Professional Corporation, as to the legality of the
securities being registered.
23.1 Consent of Williams, Caliri, Miller & Otley, a
Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney of Certain Directors and Officers
(included on signature page of this Registration
Statement).
99.1 Stock Option Agreement covering stock options for a
total of 20,000 shares of Common Stock of Bergen
Commercial Bank granted to C. Mark Campbell on January
11, 1989, representing all outstanding options under
the Bergen Commercial Bank Officers Stock Option Plan.
99.2 Assumption of options by Greater Community Bancorp.
Item 9. Undertakings
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:
<PAGE>
(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 this
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided however, that paragraphs (a) (1) (i) and (a) (1) (ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of The Securities Exchange Act of 1934 that are incorporated by
reference 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) 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 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.
(5) 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 controlling person in connection
<PAGE>
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.
SIGNATURES
Pursuant to the requirement 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 Borough of Totowa, State
of New Jersey, on November 13, 1996.
GREATER COMMUNITY BANCORP
By: /s/ George E. Irwin
GEORGE E. IRWIN
President and Director
We, the undersigned directors and officers of Greater Community
Bancorp, do hereby jointly and severally appoint George E. Irwin our
true and lawful attorney and agent, to do any and all acts and things
in our names and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorney and agent may
deem necessary or advisable to enable Greater Community Bancorp to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registrant on Statement on Form S-8,
including specifically but without Limitation, power of authority to
sign for us or any of us, in our names in the capacities indicated
below, any and all amendment (including post-effective amendments) and
supplements hereto, and we do each hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: November 13, 1996
/s/ John Soldoveri
JOHN SOLDOVERI
Chairman of the Board,
Principal Executive Officer
and Director
Date: November 13, 1996
/s/ George E. Irwin
GEORGE E. IRWIN
President and Director
Date: November 13, 1996
/s/ Naqi A. Naqvi
NAQI A. NAQVI
Treasurer, Principal Financial
Officer and Principal Accounting
Officer
Date: November 13, 1996
/s/ Alfred R. Urbano
ALFRED R. URBANO
Director
Date: November 13, 1996
/s/ Robert Conklin
ROBERT CONKLIN
Director
Date: November , 1996
JOSEPH A. LOBOSCO
Director
Date: November 13, 1996
/s/ M. A. Bramante
M. A. BRAMANTE
Director
Date: November , 1996
CHARLES J. VOLPE
Director
<PAGE>
Date: November 13, 1996
/s/ Anthony M. Bruno, Jr.
ANTHONY M. BRUNO, JR.
Vice Chairman of the Board
and Director
Date: November 13, 1996 /s/ C. Mark Campbell
C. MARK CAMPBELL
Executive Vice President
and Director
Date: November , 1996
WILLIAM T. FERGUSON
Director
<PAGE>
Registration No.
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREATER COMMUNITY BANCORP
(Exact name of Registrant as specified in its charter)
======================================================================
<PAGE>
EXHIBIT INDEX
The documents listed below are being filed as Exhibits to the
within Registration Statement on Form S-8.
Number Title
4.1 Restated Certificate of Incorporation filed July 3,
1996. (Incorporated by reference to Exhibit 3.1 to
Report on Form 8-K dated July 3, 1996.)
4.2 Bylaws of Greater Community Bancorp, adopted June 13,
1985. (Incorporated by reference to Exhibit 3(b), Item
25, Part II of Form S-18, Registration No. 2-99343-NY,
effective September 30, 1985.)
4.3 Amendment to Bylaws amending Article III, Section 8,
increasing age qualification from 70 to 75 under
certain circumstances (Incorporated by reference to
Exhibit 3.6, Item 21(a), Part II of Form S-4,
Registration No. 33-62915, effective November 9, 1995.
4.4 Amendment to Bylaws amending Article III, Section 1 to
increase stated time period from 90 to 120 days
(Incorporated by reference to Exhibit 3.7, Item 21(a),
Part II of Form S-4, Registration No. 33-62915,
effective November 9, 1995).
5.1 Opinion of Williams, Caliri, Miller & Otley, a
Professional Corporation, as to the legality of the
securities being registered.
23.1 Consent of Williams, Caliri, Miller & Otley, a
Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney of Certain Directors and Officers
(included on signature page of this Registration
Statement).
99.1 Stock Option Agreement covering stock options for a
total of 20,000 shares of Common Stock of Bergen
Commercial Bank granted to C. Mark Campbell on January
11, 1989, representing all outstanding options under
the Bergen Commercial Bank Officers Stock Option Plan.
99.2 Assumption of options by Greater Community Bancorp.
<PAGE>
EXHIBIT 5.1
November 13, 1996
Greater Community Bancorp
55 Union Boulevard
Totowa, NJ 07512
Gentlemen:
We have acted as counsel to Greater Community Bancorp, a New
Jersey Corporation (the "Company"), in connection with the Registration
Statement on Form S-8 to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of l933, covering the
registration of 2,820 shares of the Company's Common Stock, par value
$1.00 per share, which may be issued in connection with the Bergen
Commercial Bank Officers Stock Option Plan (the "Plan").
We have examined such documents and instruments and satisfied
ourselves as to such other matters as we deemed necessary for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that:
The shares of Common Stock being registered, when issued and
delivered against payment therefor pursuant to the terms of the Plan,
on or after the effective date of the Registration Statement, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement.
Very truly yours,
WILLIAMS, CALIRI, MILLER & OTLEY
A PROFESSIONAL CORPORATION
<PAGE> EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Greater Community Bancorp:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 16, 1996 included in Greater Community Bancorp's
(formerly Great Falls Bancorp) Form 10-KSB for the year ended December
31, 1995 and to all references to our Firm included or made a part of
this Registration Statement on Form S-8.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 12, 1996
<PAGE>
EXHIBIT 99.1
STOCK OPTION AGREEMENT
FOR STOCK OPTIONS PURSUANT TO THE
BERGEN COMMERCIAL BANK OFFICERS PLAN
STOCK OPTION for a total of 20,000 shares of Common Stock of
BERGEN COMMERCIAL BANK (the "Corporation"), is hereby granted to C.
MARK CAMPBELL (the "Optionee") at the price determined as provided in
and in all respects subject to the terms, definitions and provisions
of, the Officers Stock Option Plan (the "Plan") adopted by the
Corporation which is incorporated by reference herein, receipt of which
is hereby acknowledged.
1. Option Price. The option price is as set forth in Paragraph
2(i).
2. Exercise Price. This Option shall be exercisable in
accordance with provisions of Section 7 of the Plan as follows:
(i) Schedule of rights to exercise.
Initial Maximum Final
Total Expiration Retained Expiration
Year Shares Price Date Shares Date
1 4,000 $5.00 12/31/1989 1,333 12/31/1994
2 4,000 $5.50 12/31/1989 1,333 12/31/1994
3 4,000 $6.05 12/31/1990 1,333 12/31/1995
4 4,000 $6.67 12/31/1991 1,333 12/31/1996
5 4,000 $7.34 12/31/1992 1,333 12/31/1997
Optionee may exercise his option as to all or part of the total Shares
in any year at the price on or before the Initial Expiration Date for
such year. Should Optionee exercise his option for less than the Total
Shares in any year, then Optionee may exercise his option as to all or
part of the Maximum Retained Shares at the Price for such year on or
before the Final Expiration Date for such year, provided, however, that
<PAGE>
the Maximum Retained Shares shall be reduced by the number of shares in
excess of 2,667 shares exercised by Optionee on or before the Initial
Expiration Date.
Notwithstanding any provisions in this section, in no event shall
this Option be exercisable prior to ratification of the Plan by the
Corporation's stockholders as required by Section 13 of the Plan.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) State the election to exercise the Option, the number
of shares with respect to which it is being exercised, the person in
whose name the stock certificate or certificates for such shares of
Common Stock is to be registered, his address and Social Security
Number (or if more than one, the names, addresses and Social Security
Numbers of such persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock
as may be satisfactory to the Corporation's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof, satisfactory
to counsel for the Corporation, of the right such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Corporation.
Payment of the purchase price of any shares with respect to which
the Option is being exercised shall be by certified or bank cashier's
<PAGE>
or teller's check. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be exercised
if the issuance of the shares upon such exercise would constitute a
violation of any applicable federal or state securities or other law or
valid regulation. As a condition to his exercise of this option, the
Corporation may require the person exercising this option to make any
representation and warranty to the Corporation as may be required by
any applicable law or regulation.
3. Non-transferability of Option. This Option may not be
transferred in any manner and may be exercised during the lifetime of
the Optionee only by him, except as expressly set forth in the Officer
Stock Option Plan. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee.
4. Term of Option. This Option may not be exercised more than
ten (10) years from the date of grant of this Option, as set forth
below, and may be exercised during such term only in accordance with
the Plan and the terms of this Option.
BERGEN COMMERCIAL BANK
By:/s/ Mark S. Cochran
Mark S. Cochran
Secretary and Treasurer
Attest:/s/ Cynthia A. Miller
Cynthia A. Miller
Assistant Secretary
Date of Grant: January 11, 1989
(seal)
<PAGE>
EXHIBIT 99.2
ASSUMPTION OF OPTIONS
This Assumption of Options is effective as of 11:59 p.m., December
31, 1995 (the "Effective Time").
Great Falls Bancorp ("GFB") hereby assumes the rights and
obligations of Bergen Commercial Bank ("BCB") under those stock options
granted by BCB prior to the date hereof with respect to Bergen
Commercial Bank Common Stock ("BCB Stock") pursuant to the Bergen
Commercial Bank Officers Stock Option Plan (the "BCB Stock Option
Plan") which are outstanding at the Effective Time ("Assumed Options"),
to the extent such options have not heretofore been exercised.
Pursuant to such assumption, the holder of each Assumed Option shall be
entitled, subject to the terms of his or her stock option and
compliance with applicable law, to purchase the number of shares
(rounded to the nearest whole number) of Great Falls Bancorp Common
Stock ("GFB Stock") determined by multiplying the number of shares
covered by the Assumed Option by 1.7 (the "Exchange Rate"); the price
per share of GFB Stock under each Assumed Option shall be determined by
dividing the price per share of BCB Stock specified in the Assumed
Option by the Exchange Rate, so that the aggregate price for all shares
covered by the Assumed Option shall remain unchanged. Each Assumed
Option shall constitute a continuation of the corresponding stock
option issued under the BCB Stock Option Plan substituting GFB for BCB
and GFB Stock for BCB Stock in accordance with the foregoing conversion
formula, substituting the price per share determined in accordance with
the foregoing formula, and substituting, for purposes of continuing
eligibility under the BCB Stock Option Plan, a relationship with GFB or
any of its subsidiaries for a relationship with BCB, effective as of
the Effective Time. Except as provided herein, all of the terms and
provisions of each Assumed Option shall remain the same, including, but
not limited to, the times when the Assumed Option may be exercised.
GREAT FALLS BANCORP
BY /s/ George E. Irwin
George E. Irwin,
Vice President
The undersigned, being the holder of all outstanding options issued
under the BCB Stock Option Plan, hereby consents to the assumption of
said options by Great Falls Bancorp in accordance with the foregoing
Assumption of Options.
/s/ C. Mark Campbell
C. Mark Campbell
