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As filed with the Securities and Exchange Commission on
October 18, 1996. Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREATER COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
New Jersey 22-2545165
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
55 Union Boulevard
Totowa, New Jersey 07512
(Address of Principal Executive Offices)
C. Mark Campbell
Bergen Commercial Bank
2 Sears Drive
Paramus, New Jersey 07653
(201) 599-9400
(Name, Address and Telephone Number
of Agent for Service of Process)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. {x}
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. { }
If this Form is filed to registered additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
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statement number of the earlier effective registration statement
for the same offering. { }
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. { }
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. { }
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Offering Aggregate Amount of
to be Amount to Price per Offering Registration
Registered be registered Unit(1)(2) Price (1) Fee
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Common Stock 200,000 sh. $16.3125 $3,262,500 $1,125
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share has
been computed on the basis of the average bid and asked prices
of the Registrant's common stock on October 16, 1996.
This Registration Statement shall become effective
automatically upon filing.
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GREATER COMMUNITY BANCORP
Cross reference sheet showing the
location in the Prospectus of the
items of Form S-3
Item and Caption Prospectus Headings
1. Forepart of the Registration Forepart of the
Statement and Outside Registration Statement;
Front Cover Page of Prospectus Outside front cover page
2. Inside Front and Outside See "Available
Back Cover Pages of Information";
Prospectus "Incorporation of Certain
Information by Reference",
and "Table of Contents"
3. Summary Information, Risk See "Greater Community
Factors and Ratio of Earnings Bancorp" and "Risk Factors"
to Fixed Charges
4. Use of Proceeds See "Use of Proceeds"
5. Determination of Offering Price Not applicable
6. Dilution Not applicable
7. Selling Security Holders Not applicable
8. Plan of Distribution See "Description of the
Plan"
9. Description of Securities to Front Cover
be Registered
10. Interest of Named Experts Not applicable
and Counsel
11. Material Changes Not applicable
12. Incorporation of Certain See "Incorporation of
Information by Reference Certain Information by
Reference"
13. Disclosure of Commission See "Indemnification"
Position on Indemnification
for Securities Act Liabilities
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GREATER COMMUNITY BANCORP
AUTOMATIC DIVIDEND REINVESTMENT PLAN AND
STOCK PURCHASE PLAN
The Dividend Reinvestment Plan and Stock Purchase Plan
("Plan") of Greater Community Bancorp ("Bancorp") described herein
provides holders of Bancorp's Common Stock, par value $1.00 per
share ("Common Stock"), with a simple and convenient method of
investing cash dividends and optional cash payments in additional
shares of Common Stock.
The Plan does not represent a change in Bancorp's dividend
policy or a guarantee of future dividends. Dividends will continue
to depend on earnings, financial requirements, governmental
regulations and other factors.
A total of 200,000 shares of Common Stock have been registered
for sale under the Plan.
See "Risk Factors" for information that should be considered
by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
The date of this Prospectus is October 18, 1996
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AVAILABLE INFORMATION
Bancorp is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission ("Commission"). Such
reports, proxy statements and other information can be inspected at
the Public Reference Room of the Commission, 450 Fifth Street,
N.W., Washington, D.C. and at the Commission's Regional Offices in
Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511) and New York (Seven World Trade
Center, 13th Floor, New York, New York 10048). Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a web site that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
Commission. The address of such web site is "http:/www.sec.gov".
Bancorp has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act of 1933 with respect to the
Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in such Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information pertaining
to Bancorp, the Common Stock and related matters, reference is made
to such Registration Statement, including the exhibits incorporated
therein by reference or filed as a part thereof.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents that have previously been filed by
Bancorp with the 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 Reports on Form 10-QSB for the quarters ended
March 31, 1996 and June 30, 1996.
3. Current Report on Form 8-K dated December 31, 1995.
4. Current Report on Form 8-K/A dated December 31, 1995.
5. Current Report on Form 8-K dated June 28, 1996.
6. Current Report on Form 8-K dated July 3, 1996.
7. Current Report on Form 8-K dated July 30, 1996.
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8. The description of the common stock contained in
Registration Statement under the Securities Exchange Act
of 1934 on Form 8-A, effective March 20, 1986.
All documents filed by the Company 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.
Bancorp additionally incorporates by reference herein all
documents to be filed by Bancorp pursuant to Sections
13(a),13(c),14 or 15(d) of the Exchange Act 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. All such
documents shall be deemed to be a part hereof from the dates of
filing such documents. Copies of these documents will not be filed
with this Registration Statement. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part
of this Prospectus, except as so modified or superseded.
Bancorp will provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of
any such person, a copy of any or all documents incorporated herein
by reference (other than certain exhibits to such documents).
Written requests for such documents should be addressed to
Corporate Secretary, Great Falls Bancorp, 55 Union Boulevard,
Totowa, New Jersey 07512. Telephone requests may be addressed to
the Corporate Secretary at (201) 942-1111.
GREATER COMMUNITY BANCORP
Bancorp is a registered bank holding company organized as a
business corporation under New Jersey law. Bancorp's principal
activities consist of owning and supervising two wholly-owned
state-chartered banks in New Jersey. Bancorp's two bank
subsidiaries are Great Falls Bank, Totowa, New Jersey and Bergen
Commercial Bank, Paramus, New Jersey. Bancorp changed its name
from Great Falls Bancorp to Greater Community Bancorp earlier this
year following the acquisition of Bergen Commercial Bank on
December 31, 1995.
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Bancorp's principal executive offices are located at 55 Union
Boulevard, Totowa, New Jersey 07512 and its telephone number is
(201) 942-1111.
RISK FACTORS
An investment in the Common Stock offered hereby involves a
significant degree of risk. In addition to other information
contained in this Prospectus, the following factors should be
considered carefully in evaluating an investment in the Common
Stock offered hereby.
Absence of Active Trading Market for Common Stock: Historically,
the Common Stock has not been actively traded. The Common Stock is
not presently listed on any securities exchange or on the National
Association of Securities Dealers Automated Quotation System,
although it trades in the over-the-counter market. There are
currently only three market makers for the Common Stock. The
reasons for the lack of active trading include the fact that the
Common Stock is not widely distributed and that the directors and
executive officers of Bancorp and its bank subsidiaries own a large
percentage of the outstanding shares. The concentration of shares
in the hands of directors and executive officers is likely to
increase as a result of recent grants of options under two option
plans adopted in 1996. On the other hand, the number of
shareholders and the number of outstanding shares of Common Stock
both increased as a result of issuances of stock in connection with
the acquisitions of Family First Federal Savings Bank and Bergen
Commercial Bank in 1995. Accordingly, no assurances can be given
that a holder will be able to sell the Common Stock when desired or
that he will not incur a significant markdown in connection with
such a sale.
Investment in Greater Community Financial, L.L.C.: In April, 1995,
Bancorp and two individuals with experience in the securities
industry formed Greater Community Financial, L.L.C., a New Jersey
limited liability company, to engage in the business of providing
securities brokerage services and certain related activities.
Greater Community Financial intends to commence operations as soon
as possible following receipt of all required regulatory approvals
and licenses. Bancorp is contractually obligated to make capital
contributions of up to $750,000 to Greater Community Financial,
L.L.C. Bancorp considers its investment in Greater Community
Financial to be riskier than its investments in its bank
subsidiaries because Greater Community Financial, L.L.C. has no
operating history and because the securities brokerage business is
inherently riskier than banking.
Intense Competition in Bancorp's Market Area: Bancorp's two bank
subsidiaries operate in Passaic County and Bergen County, New
Jersey. Greater Community Financial, L.L.C. plans to serve the
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same market area. Intense competition exists in all aspects of the
financial service industry in this area, including competition from
a number of major banking and financial institutions and securities
brokers which have substantially greater resources, name
recognition and market presence than Bancorp or its subsidiaries.
DESCRIPTION OF THE PLAN
The Plan:
Automatic Dividend Reinvestment--Through the Plan, Bancorp
shareholders may elect to have all or 1/2 of the cash dividends
paid on their shares of Common Stock (including dividends paid on
any shares accumulated under the Plan) invested automatically in
additional shares of Common Stock. Investments in Common Stock
under the Plan are made by First City Transfer Company ("Agent"),
which administers the Plan as agent for the Plan's participants.
Split Share Feature--Plan participants may elect to have only 1/2
of their cash dividends invested automatically in additional shares
of Common Stock and to have the other 1/2 of the cash dividends
paid in cash. New Plan participants must indicate whether they
elect to have all or only 1/2 of their cash dividends invested
automatically in additional shares on the Authorization Card which
they use to enroll in the Plan. Thereafter, Plan Participants may
change this election from time to time by sending another
Authorization Card to the Agent.
Cash Contributions--Plan participants may also invest from $25 to
$3,000 per quarterly dividend period in cash to purchase additional
shares of Common Stock. One dividend reinvestment must be made by
a Plan participant before that participant can make voluntary cash
contributions. Thereafter, Plan participants may continue to make
voluntary contributions as long as they continue to have cash
dividends reinvested through the Plan. Plan Participants are not
obligated to make any voluntary additional purchases. Even if you
do participate in this part of the Plan, you don't have to invest
each quarter, and there's no set amount you have to invest each
period. Cash contributions may be made by using the cash payment
stub that will be attached to your account statement. Cash
contributions must be received by the Agent not more than 30 days
before a dividend payment date and not later than 5 days before a
dividend payment date. The Agent will hold your cash contribution
and then combine it with funds received from that dividend for the
purchase of additional shares of Common Stock. Interest will not
be paid on cash contributions held by the Agent. Dividend payment
dates for Common Stock during the last several years have been the
last day of January, April, July and October. Cash contributions
which the Agent receives more than 30 days before a dividend
payment date will be returned. A refund of a cash contribution can
be obtained by a written request to the Agent. Any such request
<PAGE>
must be received by the Agent at least two days before the cash
dividend payment date.
Purchases of shares: The Agent may purchase shares of Common Stock
for the Plan participants either from previously issued shares of
Bancorp or from shares newly-issued by Bancorp, subject to such
terms of price, delivery, etc., as to which the Agent may agree.
Neither Bancorp nor any Plan participant will have the authority or
power to direct the time or price at which shares may be purchased
or the selection of the broker or dealer through or from whom
purchases of previously-issued shares are to be made. Neither the
Agent nor Bancorp will not have any liability as to any inability
to purchase shares of Common Stock or as to the timing of any
purchases.
Costs: The cost to a Plan participant for shares of Common Stock
purchased under the Plan is limited to the price of the shares of
Common Stock purchased for that participant. This price is the
average price paid by the Agent, acting as agent for the Plan
participants, for all shares purchased under the Plan in connection
with a given cash dividend, including shares purchased with any
voluntary cash payments. If the Agent purchases shares in the open
market, any brokerage commissions, retail markups, transfer taxes
and/or fees will be included in the price. The anticipated cost of
such brokerage commissions, retail markups, transfer taxes and/or
fees is expected to be approximately 25 cents for each share
purchased on the open market. If the Agent purchases newly-issued
shares from Bancorp, the price will be the average of the closing
bid and asked prices for the five business days preceding the date
the shares are purchased, but no brokerage commission or retail
markup will be charged. Bancorp will pay all of the Agent's
service charges relating to the Plan's administration.
Account statements: The Agent will send a statement to each Plan
participant each time that participant's cash dividends and any
cash contributions are invested as soon as practicable after the
investment date, describing the participant's cash dividends
received for investment under the Plan and any voluntary cash
contributions received, the number of shares of Common Stock
purchased on the participant's behalf, the price per share, the
date of purchase, and the total shares accumulated for the
participant's account under the Plan.
Obtaining share certificates: A Plan participant may obtain,
without charge, a certificate or certificates for all or part of
the full shares of Common Stock credited to the participant's
account by making a request in writing to the Agent.
Termination at any time: Participation in the Plan is entirely
voluntary. A Plan participant may terminate at any time by written
instructions to the Agent. To be effective on a dividend payment
date, the notice to terminate must be received by the Agent at
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least five business days before the record date for that dividend.
Bancorp may amend, modify, suspend or terminate the Plan at any
time on notice to the Plan participants. Also, Bancorp or the
Agent may, in its sole discretion, terminate a Plan participant's
participation in the Plan at any time by notice to the participant.
Upon termination, a participant will receive certificates for the
whole shares of Common Stock credited to the participant's account
unless the participant has requested that all or any part of such
shares be sold and the proceeds of the sale be delivered in cash.
Such sale may, but need not, be made by purchase of the shares for
the account of other participants, and any such transaction will be
deemed to have been made at the then current market price (as
determined by the Agent in its discretion) less any brokerage
commissions and any other costs of sale. Fractional shares
credited to a terminating account will be paid for in cash at the
then current market price.
Voting: A Plan participant will have the sole right to vote full
Common Shares purchased for such participant which are held by the
Agent under the Plan on the record date for a vote.
Stock dividends, split shares, etc.: Any stock dividends or split
shares of Common Stock distributed on shares held by the Agent for
a participant will be credited to the participant's account. Any
stock dividends or split shares distributed on Common Shares held
in a participant's name will be sent directly to the participant.
In the event Greater Community makes available to its shareholders
of Common Stock rights to subscribe for additional shares,
debentures, or other securities, the full shares of Common Stock
held for a participant under the Plan will be added to any other
shares of Common Stock held by the Participant in calculating the
number of rights to be issued to such participant.
Limitation on Agent's Liability: The Agent will not be liable
under the Plan (unless it is grossly negligent) for any act done in
good faith or for any good faith omission to act including, without
limitation, any claim for liability with respect to the prices at
which shares are purchased or sold for participants' accounts and
the time such purchases or sales are made.
Income tax information: Even though all (or, if you so elect, 1/2)
of a Plan participant's cash dividends will be reinvested, the full
amount of dividends declared is normally the amount includible in
the participant's gross income for income tax purposes as if the
dividends were all paid in cash. It is possible that the amount of
your gross income for income tax purposes will also include any
excess of the fair market value of the shares which the Agent
purchases for your account on the date of purchase over the price
the Agent pays for the shares. This might occur, for example, if
the price of the Common Stock as traded on the open market exceeds
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the formula price at which Bancorp sells newly-issued shares to the
Agent under the Plan. The information returns sent to each Plan
participants and the Internal Revenue Service after the end of each
tax year will show the taxable amount of the participant's dividend
and any such other income.
A Plan participant will recognize gain or loss (which for most
participants will be a capital gain or loss) for income tax
purposes when the shares are sold or exchanged, either by the Agent
at the participant's request when the participant terminates his or
her participation in the Plan or by the participant after
withdrawing the shares from the Plan. A Plan participant's basis
for determining gain or loss will be the amount of the cash
dividends reinvested, or the amount he or she paid in the case of
voluntary purchases, plus any other income reported to the
participant as described above. A participant will also recognize
a gain or loss when he or she receives a cash payment for a
fractional share credited to his or her account upon a termination
of participation in the Plan or upon a termination of the Plan.
For income tax purposes, a participant's holding period begins on
the date the Agent credits his or her account with shares purchased
under the Plan.
You are urged to consult with your own tax advisor for more
specific tax information, especially for rules relating to tax
basis in cases such as a gift of shares held under the Plan or a
participant's death and with respect to any tax law changes.
Who can participate in the Plan: Only shareholders of record are
entitled to participate in the Plan. Shareholders whose shares are
registered in names other than their own (for example, in the name
of a "nominee" such as a broker, trustee or bank nominee) must
arrange for a transfer of shares directly into their own names in
order to participate in the Plan. The holder of the shares must
complete, sign and return an Authorization Card. Communications
from the Agent, including account statements, will be sent only to
record owners, and only a record owner can communicate instructions
and forward cash payments to the Agent.
Enrollment; Changes: Record holders of Common Stock may enroll in
the Plan by signing and mailing an Authorization Card to:
Greater Community Bancorp
Dividend Reinvestment Plan
P.O. Box 600
Edison, New Jersey 08818-0600
Plan participants may also use Authorization Cards from time to
time to change their election with respect to the portion of the
cash dividends (i.e., all or 1/2) which are to be automatically
invested in additional shares of Common Stock. Authorization Cards
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used for this purpose must also be signed and mailed to the above
address.
Authorization Cards may be obtained by writing to Greater Community
Bancorp at the above address.
Additional information: For Dividend Reinvestment Plan
information, please call First City Transfer Company at 1-908-205-4512.
USE OF PROCEEDS
Bancorp has no basis for estimating precisely either the
number of shares of Common Stock that ultimately will be originally
issued by Bancorp or the prices at which such shares will be sold.
Bancorp proposes to use the net proceeds from the sale of such
shares, when and as received, for working capital and other general
corporate purposes, including investments in, or extensions of
credit to, Bancorp's bank subsidiaries and Greater Community
Financial, L.L.C. Bancorp is unable to estimate the amount of the
proceeds which will be devoted to any specific purpose.
EXPERTS
The consolidated financial statements incorporated by
reference in this Prospectus have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports
with respect thereto, and have been incorporated herein in reliance
upon the authority of said firm as experts in accounting and
auditing in giving said reports.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby will
be passed upon for Bancorp by Williams, Caliri, Miller & Otley, A
Professional Corporation, 1428 Route 23, Wayne, New Jersey 07474-0995.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 14A:3-5 of the New Jersey Business Corporation Act
makes provision for the indemnification by Bancorp of past and
current directors and officers against liabilities and expenses
under certain circumstances. The Certificate of Incorporation of
Bancorp provides for indemnification of directors and officers by
Bancorp to the fullest extent permitted by law.
<PAGE>
Bancorp has purchased insurance policies which will pay on
behalf of any of its directors or officers any loss (within limits
and subject to applicable deductible provisions under such
policies) arising out of certain claims made against such person by
reason of any wrongful act taken, omitted or attempted by such
person in such person's capacity as a director or officer,
including, among other things, any misleading statement or omission
or other matter claimed against such person solely by reason by
such person's being a director or officer.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Bancorp pursuant to the foregoing
provisions, or otherwise, Bancorp 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.
<PAGE>
Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Bancorp since the
date hereof. No person has been authorized by Bancorp to give any
information or to make any representations other than those
contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having
been authorized by Bancorp. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction in which it would be unlawful to make such
offer or solicitation.
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TABLE OF CONTENTS
Page
Available Information................................ 2
Incorporation of Certain Information by Reference.... 2
Greater Community Bancorp............................ 3
Risk Factors......................................... 4
Description of the Plan.............................. 5
The Plan........................................ 5
Purchases of Shares............................. 6
Costs........................................... 6
Account Statements.............................. 6
Obtaining Share Certificates.................... 6
Termination At Any Time......................... 6
Voting.......................................... 7
Stock Dividends, Split Shares, etc.............. 7
Limitation on Agent's Liability................. 7
Income Tax Information.......................... 7
Who Can Participate in the Plan................. 8
Enrollment; Changes............................. 8
Additional Information.......................... 9
Use of Proceeds...................................... 9
Experts.............................................. 9
Legal Opinion........................................ 9
Indemnification for Securities Act Liabilities....... 9
_____________
GREATER COMMUNITY BANCORP
AUTOMATIC DIVIDEND REINVESTMENT PLAN AND
STOCK PURCHASE PLAN
------------
PROSPECTUS
-----------
October 18, 1996
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee.......$1,125.00
Printing, engraving and reproduction (estimated)..........$2,500.00
Fees and expenses of plan administration (estimated
(annual cost)....$2,000.00
Legal fees and expenses (estimated).......................$4,000.00
Accounting fees and expenses (estimated)..................$1,000.00
Miscellaneous (estimated).................................$1,000.00
TOTAL....................................................$11,625.00
Item 15. 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
<PAGE>
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 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
<PAGE>
"(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 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
<PAGE>
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.
"(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."
<PAGE>
Item 16. Exhibits
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 Dividend Reinvestment Plan and Stock Purchase Plan
of Greater Community Bancorp
Item 17. 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:
(i) To include any prospectus required by section
10(a) (3) of the Securities Act of 1933;
<PAGE>
(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.
<PAGE>
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-3 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 October 15, 1996.
GREATER COMMUNITY BANCORP
By: /s/ C. Mark Campbell
C. MARK CAMPBELL
Executive Vice 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-3, 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
amendmentS (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.
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: October 15, 1996
/s/ John Soldoveri
JOHN SOLDOVERI
Chairman of the Board,
Principal Executive Officer
and Director
Date: October 15, 1996
/s/ M.A. Bramante
M. A. BRAMANTE
Director
<PAGE>
Date: October 15, 1996
/s/ Anthony M. Bruno, Jr.
ANTHONY M. BRUNO, JR.
Vice Chairman of the Board
and Director
Date: October 15, 1996 /s/ C. Mark Campbell
C. MARK CAMPBELL
Executive Vice President
and Director
Date: October 15, 1996
/s/ Robert Conklin
ROBERT CONKLIN
Director
Date: October 15, 1996
/s/ George E. Irwin
GEORGE E. IRWIN
President and Director
Date: October 15, 1996
/s/ Joseph A. Lobosco
JOSEPH A. LOBOSCO
Director
Date: October 15, 1996
/s/ Alfred R. Urbano
ALFRED R. URBANO
Director
Date: October 15, 1996
/s/ Charles J. Volpe
CHARLES J. VOLPE
Director
Date: October 15, 1996
/s/ Naqi A. Naqvi
NAQI A. NAQVI
Treasurer, Principal Financial
Officer and Principal Accounting
Officer
<PAGE>
EXHIBIT INDEX
The documents listed below are being filed as Exhibits to the
within Registration Statement on Form S-3.
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 Dividend Reinvestment Plan and Stock Purchase Plan
of Greater Community Bancorp
<PAGE>
EXHIBIT 5.1
October 18, 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-3 to be filed by the Company with
the Securities and Exchange Commission under the Securities Act of
l933, covering the registration of 200,000 shares of the Company's
Common Stock, par value $1.00 per share, which may be issued in
connection with the Dividend Reinvestment Plan and Stock Purchase
Plan of Greater Community Bancorp (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
in this Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
October 18, 1996
<PAGE>
EXHIBIT 99.1
TERMS OF DIVIDEND
REINVESTMENT PLAN AGREEMENT
1. This Agreement sets forth the rights and obligations of
Greater Community Bancorp ("Greater Community"), First City
Transfer Company (the "Agent") and the participant ("Participant")
in the Greater Community Bancorp Dividend Reinvestment Plan
("Plan"). The Agent, acting as agent for each Participant in the
Plan, will apply all cash dividends paid to such Participant on
Common Shares (including both registered shares held by the
Participant and all shares accumulated under the Plan) and which
are authorized by the Participant to be so applied (as authorized
by the Participant's authorization card), and any voluntary cash
contributions received from such Participant, to the purchase of
additional Common Shares for such Participant. At the
Participant's option, as indicated on the authorization card,
one-half of the Participant's cash dividends will be invested in
Greater Community common stock and the other one-half of the
Participant's cash dividends will be paid to the Participant in
cash. These purchases may be made either from previously issued
shares of Greater Community, whether on any securities exchange
where the shares are traded, in the over-the-counter market, or by
negotiated transactions, or from shares newly-issued by Greater
Community, and may be subject to such terms of price, delivery,
etc., as to which the Agent may agree. Neither Greater Community
nor any shareholder will have the authority or power to direct the
time or price at which shares may be purchased or the selection of
the broker or dealer through or from whom purchases of previously-issued
shares are to be made. A Participant's funds held by the
Agent uninvested will not bear interest, and the Agent and Greater
Community will not have any liability as to any inability to
purchase Common Shares or as to the timing of any purchases. Any
voluntary cash contribution will be refunded if a Participant's
written request for a refund is received by the Agent at least two
days before the dividend payment date with which it would be
otherwise invested.
2. For the purpose of making purchases, the Agent will commingle
each Participant's funds (both authorized cash dividends and
voluntary contributions) with those of all other holders of Greater
Community Common Shares who are Participants in the Plan. The
price per share of Common Shares purchased for each Participant's
account will be the average price of all shares purchased
(including any brokerage commissions relating to purchases of
outstanding Common Shares), with respect to that dividend
reinvestment date, with the funds available from dividends and any
voluntary cash contributions being concurrently invested. No
brokerage commission or similar charge will be made for Common
Shares which are newly-issued by Greater Community to the Agent
under the Plan. If newly-issued shares are purchased directly from
Greater Community, the price will be the average of the mean
<PAGE>
between the closing bid and asked prices (as quoted by a regular
market maker for the Common Shares designated to the Agent by
Greater Community from time to time) during the five business days
preceding the date the shares are purchased. Greater Community
will pay all of the Agent's service charges relating to the
administration of the Plan. The Agent will hold the total Common
Shares purchased for all Participants in the Agent's name or the
name of the Agent's nominee and will have no responsibility for
fluctuations in the value of such shares after their purchase.
3. The Agent will make every effort to invest all authorized
dividends and voluntary cash contributions promptly after receipt
of such dividends and contributions, and in no event later than
thirty days from such receipt except where necessary under any
applicable Federal securities laws. Contributions must be received
not more than thirty days prior to the dividend payment date and
not later than five business days prior to the dividend payment
date.
4. One dividend reinvestment must be made for a Participant
before voluntary cash contributions can be made by such
Participant. Each voluntary contribution must be at least $25, and
contributions in any one calendar quarter cannot exceed an
aggregate of $3,000, for a Participant.
5. A statement describing cash dividends and any voluntary cash
contributions received, the number of Common Shares purchased, the
price per share, the date of purchase, and the total shares
accumulated under the Plan will be mailed to each Participant by
the Agent as soon as practicable after completion of each
investment for a Participant's account.
6. Each Participant may obtain, without charge, a certificate or
certificates for all or part of the full Common Shares credited to
the Participant's account by making a request in writing to the
Agent.
7. Participation in the Plan may be terminated by a Participant
at any time by written instructions to that effect to the Agent.
To be effective on a dividend payment date the notice to
discontinue must be received by the Agent five business days before
the record date for that dividend. If a notice to discontinue is
received by the Agent less than five business days the record date
for a dividend payment, such notice to discontinue may not become
effective until such dividend has been reinvested and the purchased
shares are credited to the Participant's account under the Plan.
Greater Community or the Agent may terminate, for whatever
reason at any time as it may determine in its sole discretion, a
Participant's participation in the Plan upon mailing a notice to
terminate the Participant at his address as it appears on the
Agent's records.
<PAGE>
Upon termination, a Participant will receive certificates for
the whole Common Shares credited to the Participant's account
unless the Participant has requested that all or any part of such
shares be sold and the proceeds of the sale be delivered in cash.
Such sale may, but need not, be made by purchase of the shares for
the account of other Participants, and any such transaction will be
deemed to have been made at the then current market price (as
determined by the Agent in its discretion) less any brokerage
commissions and any other costs of sale. Fractional shares
credited to a terminating account will be paid for in cash at the
then current market price.
8. A Participant will have the sole right to vote full Common
Shares purchased for such Participant which are held by the Agent
under the Plan on the record date for a vote. Participants under
the Plan who are registered holders of Common Shares will receive
only one proxy which will include both registered shares and shares
credited under the Plan.
9. Any stock dividends or split shares of Greater Community
Common Shares distributed on Common Shares held by the Agent for a
Participant will be credited to the Participant's account. (Any
stock dividends or split shares distributed on Common Shares held
in a Participant's name will be sent directly to the Participant.)
In the event Greater Community makes available to its shareholders
of Common Shares rights to subscribe to additional shares,
debentures, or other securities, the full Common Shares held for a
Participant under the Plan will be added to any other Common Shares
held by the Participant in calculating the number of rights to be
issued to such Participant.
10. Reinvestment of dividends under this Plan does not relieve
Participants of liability for income taxes that may be payable on
such dividends or other amounts includible in income under
applicable tax law. Dividends paid on the accumulated shares or
other amounts required to be reported as gross income for Federal
income tax purposes will be included in Form 1099-DIV, a copy of
which will be sent to the Internal Revenue Service and to each
Participant.
11. The Agent will not be liable under the Plan (unless it is
grossly negligent) for any act done in good faith or for any good
faith omission to act including, without limitation, any claim for
liability with respect to the prices at which shares are purchased
or sold for Participants' accounts and the time such purchases or
sales are made.
12. The terms and conditions of the Plan and its operation will be
governed by the laws of the State of New Jersey.
13. The Tax Equity and Fiscal Responsibility Act of 1982 imposes
certain reporting obligations upon brokers and other middlemen. As
a result, the Agent will be required to report to the Internal
<PAGE>
Revenue Service and the Participant any sale of stock by it on a
Participant's behalf.
14. The Plan may be amended, suspended, modified or terminated at
any time by the Board of Directors of Greater Community without the
approval of the Participants. Notice of such suspension or
termination or material amendment or modification will be sent to
all Participants, who will at all times have the right to withdraw
from the Plan. Nothing in this Plan will be considered a guarantee
or promise to pay any dividends in the future except as may be
declared by the Board of Directors of Greater Community from time
to time.
