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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): JULY 3, 1996
................
GREATER COMMUNITY 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.)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-942-1111
..............
.................................................................
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 3, 1996, the Certificate of Incorporation of
Greater Community Bancorp (formerly Great Falls Bancorp) was
restated to reflect all amendments to date and to eliminate
unnecessary provisions.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being filed with this
Report and is attached hereto:
3.1 Certificate of Restatement of Certificate of
Incorporation of Greater Community Bancorp with
attached Restated Certificate of Incorporation of
Greater Community Bancorp, as filed with the New
Jersey Secretary of State on July 3, 1996.
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.
GREATER COMMUNITY BANCORP
..............................
(Registrant)
JULY 11, 1996 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT AND C.O.O.
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EXHIBIT 3.1
AS FILED WITH THE NEW JERSEY SECRETARY OF STATE ON JULY 3, 1996
CERTIFICATE OF RESTATEMENT OF
CERTIFICATE OF INCORPORATION OF
GREATER COMMUNITY BANCORP
TO: Secretary of State
State of New Jersey
Pursuant to the provisions of N.J.S.A. 14A:9-5(5) of
the New Jersey Business Corporation Act, Greater Community
Bancorp (formerly Great Falls Bancorp), a business corporation of
the State of New Jersey, executes the following Certificate of
Restatement of its Certificate of Incorporation:
1. The name of the corporation is "GREATER COMMUNITY
BANCORP".
2. The Restated Certificate of Incorporation to which
this certificate of restatement is attached merely restates and
integrates, but does not substantively amend, the corporation's
Certificate of Incorporation as heretofore amended.
3. The Restated Certificate of Incorporation to which
this Certificate of Restatement is attached was adopted by the
corporation's Board of Directors on May 21, 1996.
4. The Restated Certificate of Incorporation shall
become effective on filing with the New Jersey Secretary of
State.
Executed and dated this 22nd day of May, 1996.
GREATER COMMUNITY BANCORP
By: /s/ George E. Irwin
George E. Irwin, President
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RESTATED CERTIFICATE OF INCORPORATION
OF
GREATER COMMUNITY BANCORP
(formerly Great Falls Bancorp)
TO: Secretary of State
State of New Jersey
The undersigned hereby certifies as follows in order to
restate the certificate of incorporation of Greater Community
Bancorp (formerly Great Falls Bancorp), a business corporation of
the State of New Jersey, pursuant to N.J.S.A. 14A:9-5(2) and
14A:9-5(4) of the New Jersey Business Corporation Act:
5. The name of the corporation is GREATER COMMUNITY
BANCORP.
6. The purposes for which the corporation is formed are as
follows:
Generally to engage in any activities within the
purposes for which corporations may be organized under the New
Jersey Business Corporation Act.
7. (a) The total number of shares of stock which the
corporation shall have authority to issue is Eleven Million
(11,000,000) shares, consisting of (1) Ten Million (10,000,000)
shares of Common Stock, One Dollar ($1.00) par value per share,
all of the same class (hereinafter referred to as the "Common
Stock"), and (2) One Million (1,000,000) shares of preferred
stock without par value which may be divided into classes and
into series within any class or classes as determined by the
Board of Directors (hereinafter referred to as the "Preferred
Stock").
(b)(1) The corporation's Common Stock shall be
entitled to one vote per share at all annual meetings of
shareholders for the election of Directors and at all annual or
special meetings of shareholders at which shareholders of the
corporation are entitled to vote. Prior to the issuance of any
shares of Preferred Stock entitled to vote, the holders of
outstanding Common Stock shall be the only shareholders entitled
to vote. In the event of the issuance of any shares of Preferred
Stock entitled to vote, the relative voting rights of the holders
of Common Stock and such other shares shall be as determined by
the Board of Directors in amending the Certificate of
Incorporation with respect to such Preferred Stock.
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(2) The Board of Directors is authorized to issue
shares of Common Stock to such person(s), firm(s), corporation(s)
or others, and for such lawful consideration(s), as the Board of
Directors shall from time to time determine.
(3) Prior to the issuance of any shares of Preferred
Stock, the holders of outstanding Common Stock shall be entitled
to all dividends declared with respect to stock of the
corporation, and to all assets of the corporation distributable
to shareholders upon liquidation. In the event of the issuance
of any shares of Preferred Stock, the relative dividend rights,
rights upon liquidation, and other relative rights, preferences
and limitations shall be as determined by the Board of Directors
in amending the Certificate of Incorporation with respect to such
Preferred Stock.
(c)(1) The Board of Directors is authorized, subject
to limitations prescribed by law and the provisions of this
Paragraph 3, to take action as provided herein with respect to
the One Million (1,000,000) authorized shares of Preferred Stock.
In furtherance and not in limitation of the foregoing general
authority of the Board of Directors, which shall be broadly
construed to the extent permitted by the New Jersey Corporation
Business Act as now in existence or hereafter amended, or any
successor statute of like intent applicable to the corporation,
the authority of the Board of Directors with respect to the
corporation's Preferred Stock shall include determination of the
following:
(A) The division of shares of Preferred
Stock into classes, and into series within any class or
classes.
(B) The designation and the number of shares
of any class or series. This authority shall include
the power to increase the number of shares of any such
class or series previously determined by the Board of
Directors, and shall include the power to decrease such
previously determined number of shares to a number not
less than the number of shares then outstanding. Upon
any such decrease, the affected shares shall continue
as part of the authorized shares and shall have such
designation and such relative rights, preferences and
limitations as they had before the Board of Directors
first acted to include them in such class or series.
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(C) The relative rights, preferences and
limitations of the shares of any class or series. This
authority shall include, but not be limited to,
determination of the following to the extent permitted
by law:
(i) The dividend rate on the shares of
such class, whether dividends shall be cumulative,
and if so, from which date or dates, and the
relative rights of priority, if any, of payment of
dividends on shares of that class or series;
(ii) Whether that class or series shall
have voting rights, in addition to the voting
rights provided by law and, if so, the terms of
such voting rights;
(iii) Whether that class or series
shall have conversion privileges, and, if so, the
terms and conditions of such conversion
privileges, including whether that class or series
is convertible into Common Stock and/or one or
more classes or series of Preferred Stock, and
further including provision for adjustment of the
conversion rate in such events as the Board of
Directors shall determine;
(iv) Whether or not the shares of that
class or series shall be redeemable, and, if so,
the terms and conditions of such redemption,
including the date or dates upon or after which
they shall be redeemable, and the amount per share
payable in case of redemption, which amount may
vary under different conditions and at different
redemption dates;
(v) Whether that class or series shall
have a sinking fund for the redemption or purchase
of shares of that class or series, and, if so, the
terms and amount of such sinking fund;
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(vi) The rights of the shares of that
class or series in the event of a voluntary or
involuntary liquidation, dissolution or winding up
of the corporation, and the relative rights of
priority, if any, of payment of shares of that
class or series;
(vii) Any other relative rights,
preferences and limitations of that class or
series; and
(ix) to the extent determined by the
Board of Directors, dividends on any one or more
classes or series of outstanding shares of
Preferred Stock may be paid or declared and set
apart for payment, before any dividends shall be
paid or declared and set apart for payment on the
Common Stock with respect to the same dividend
period.
(D) This authority shall further include the
power to determine relative rights and preferences
which are prior or subordinate to, or equal with, the
Common Stock and/or shares of any other class or
series, whether or not such other shares are issued and
outstanding at the time when the Board of Directors act
to determine such relative rights and preferences.
(2) The Board of Directors is authorized to change the
designation or number of shares, or the relative rights,
preferences and limitations of the shares, of any theretofore
established class or series of Preferred Stock no shares of which
have been issued.
(3) In exercising its authority to take action with
respect to shares of Preferred Stock, the Board of Directors
shall adopt a resolution setting forth its action and stating the
designation and number of shares, and the relative rights,
preferences and limitations of the shares of each class and
series thereby created or with respect to which it has made a
determination or change. Before the issuance of any such shares
of Preferred Stock, the corporation shall execute and file a
Certificate of Amendment to the Certificate of Incorporation of
the corporation regarding such action in accordance with N.J.S.A.
14A:7-2(4), as amended, or any successor statute of like intent.
8. The corporation's current Registered Office is 55 Union
Boulevard, Totowa, New Jersey 07512. The name of the
corporation's current Registered Agent at such Registered Office
is Naqi A. Naqvi.
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9. The number of directors of the corporation shall be
fixed from time to time by or in the manner provided in the
Bylaws, but the number thereof shall never be less than three
(3). 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
directors in a class to be elected at a given annual meeting
shall be elected for a full term of three (3) years to succeed
those directors whose terms expire. Each director shall hold
office for the term for which such director is elected and until
such director's successor shall have been elected and qualified.
10. Ten (10) persons currently constitute the corporation's
current Board of Directors, all currently having an address at 55
Union Boulevard, Totowa, New Jersey 07512. Their names are as
follows:
Marino A. Bramante
Anthony M. Bruno, Jr.
C. Mark Campbell
Robert J. Conklin
William T. Ferguson
George E. Irwin
Joseph A. Lobosco
John L. Soldoveri
Alfred R. Urbano
Charles J. Volpe
11. 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.
IN WITNESS WHEREOF, the undersigned has signed this
restated certificate of incorporation this 22nd day of May, 1996.
GREATER COMMUNITY BANCORP
By: /s/ George E. Irwin
George E. Irwin, President
