As filed with the Securities and Exchange Commission on October 31, 2000.
Registration No. 333-14491
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3D/A
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREATER COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2545165
(I.R.S. Employer Identification No.)
55 Union Boulevard
Totowa, New Jersey 07512
973-942-1111
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
C. Mark Campbell
Bergen Commercial Bank
2 Sears Drive
Paramus, New Jersey 07653
(201) 599-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the 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 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. [ ]
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If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(1)(2) price(1) fee (3)
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Common Stock, 300,000 sh. $8.50 $2,550,000 $673.20
$0.50 par
value per
share
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the proposed
maximum offering price per share has been computed on the basis of the
only price at which the registrant's common stock was traded on October
26, 2000. Such price is the same as the average bid and asked prices of
the registrant's common stock on that same date.
(3) Pursuant to Rule 457(a) under the Securities Act, the amount of the
registration fee is based on 100,000 shares (the increase from 200,000
shares registered on Form S-3D filed October 18, 1996, to 300,000
shares registered hereby).
This Registration Statement shall become effective automatically upon
filing.
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PART I - PROSPECTUS
GREATER COMMUNITY BANCORP(R)
AUTOMATIC DIVIDEND REINVESTMENT PLAN AND
STOCK PURCHASE PLAN
The Dividend Reinvestment Plan and Stock Purchase Plan ("Plan") of Greater
Community Bancorp(R) ("Bancorp") described herein provides holders of Bancorp's
Common Stock, par value $0.50 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 considered by
Bancorp's Board of Directors.
A total of 300,000 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 31, 2000
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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-3D/A
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's 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-K for the year ended December 31, 1999.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
3. Current Report on Form 8-K filed April 11, 2000.
4. Current Report on Form 8-K/A filed April 21, 2000.
5. Current Report on Form 8-K filed July 7, 2000
6. 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.
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.
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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, Greater Community Bancorp(R), P.O. Box 269, 55 Union
Boulevard, Totowa, New Jersey 07511-0269. Telephone requests may be addressed to
the Corporate Secretary at (973) 942-1111. E-mail requests can be sent to
[email protected].
GREATER COMMUNITY BANCORP(R)
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 three wholly-owned state-chartered banks in New Jersey.
Bancorp's three bank subsidiaries are Great Falls Bank, Totowa, New Jersey,
Bergen Commercial Bank, Paramus, New Jersey and Rock Community Bank, Glen Rock,
New Jersey. Bancorp changed its name from Great Falls Bancorp to Greater
Community Bancorp(R) in 1996.
Bancorp's principal executive offices are located at 55 Union Boulevard,
Totowa, New Jersey 07512. Its telephone number is (973) 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 listed on the NASDAQ
National Market. The reasons for the lack of active trading include the facts
that the Common Stock is not widely distributed and the director's and executive
officers of Bancorp and its bank subsidiaries own a large percentage of the
outstanding shares. 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.
Intense Competition in Bancorp's Market Area: Bancorp's bank subsidiaries and
nonbank subsidiaries operate in Passaic County and Bergen County, New Jersey.
Intense competition exists in all aspects of the financial services 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 either 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.
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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 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 have any liability as to any inability to purchase shares of Common
Stock or as to the timing of any purchases.
Custodial account: A participant may increase the number of shares held in
his/her account by depositing certificates representing shares of Common Stock
with the Agent. Such certificates must be presented in transferable form and
must be accompanied by a written request that the shares be added to the
participant's account.
Any stock dividend or stock split applicable to shares of Common Stock held by
a participant under the Plan, whether held in the participant's account or in
the participant's own name, will be credited to the participant's account. In
the event Bancorp makes available to stockholders the rights to purchase
additional shares or securities, participants under the Plan will receive a
subscription warrant for such rights directly from the Agent.
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.
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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 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 of the Plan, 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 Bancorp makes available to shareholders rights
to subscribe for additional shares 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 that 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 the formula price at which Bancorp sells
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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(R)
Dividend Reinvestment Agent
P.O. Box 170
Iselin, New Jersey 08830
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 used for this purpose must also be signed and mailed
to the above address.
Authorization Cards may be obtained by writing to the Agent at the above
address.
Additional information: For Dividend Reinvestment Plan information, please
call the Agent, First City Transfer Company, at 1-732-906-9227, Ext. 13.
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 subsidiaries and stock repurchases in the open market. Bancorp is
unable to estimate the amount of the proceeds that will be devoted to any
specific purpose.
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EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by Grant Thornton 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 07470.
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. Bancorp's
Certificate of Incorporation provides for it to indemnify directors and officers
to the fullest extent permitted by law.
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.
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 ................................................ 1
Incorporation of Certain Information by Reference .................... 1
Greater Community Bancorp(R) ......................................... 2
Risk Factors ......................................................... 2
Description of the Plan .............................................. 2
The Plan .................................................... 2
Purchases of Shares .................................................. 3
Custodial Account ........................................... 3
Costs ....................................................... 3
Account Statements .......................................... 4
Obtaining Share Certificates ......................................... 4
Termination At Any Time ..................................... 4
Voting ...................................................... 4
Stock Dividends, Split Shares, etc .......................... 4
Limitation on Agent's Liability ............................. 4
Income Tax Information ...................................... 4-5
Who Can Participate in the Plan ............................. 5
Enrollment; Changes ......................................... 5
Additional Information ...................................... 5
Use of Proceeds ...................................................... 5
Experts .............................................................. 6
Legal Opinion ........................................................ 6
Indemnification for Securities Act Liabilities ....................... 6
GREATER COMMUNITY BANCORP(R)
AUTOMATIC DIVIDEND REINVESTMENT PLAN AND
STOCK PURCHASE PLAN
PROSPECTUS
October 31, 2000
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
Securities and Exchange Commission Registration Fee $ 673
Printing, engraving and reproduction 3,000
Plan administration fees and expenses of (2) 3,000
Legal fees and expenses 6,000
Accounting fees and expenses 2,000
Miscellaneous 1,000
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Total Expenses $15,673
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(1) All of the foregoing, except the SEC registration fee, are estimates.
(2) Represents estimated expenses of administering the Plan for one year
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 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
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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
"(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
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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.
"(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.
(3) Exculpation. Paragraph 7 of the registrant's Certificate of
Incorporation, 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."
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<PAGE>
Item 16. EXHIBITS
The following exhibits are being filed with this Registration
Statement:
4.1 Restated Certificate of Incorporation of Greater Community Bancorp
(incorporated by reference to Exhibit 3.4 to Form 10-QSB for the
quarter ended June 30, 1998 filed August 14, 1998).
4.2 Bylaws of Greater Community Bancorp as amended and restated effective
December 16, 1997 (incorporated by reference to Exhibit 3 to Form
10-KSB for the year ended December 31, 1997 filed March 23, 1998).
5 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 Independent Certified Public Accountants
24.1 Power of Attorney of Certain Directors and Officers (incorporated by
reference to the signature pages of Form S-3D filed October 18, 2000).
99 Dividend Reinvestment Plan and Stock Purchase Plan of Greater
Community Bancorp, as amended
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 (the "Securities Act");
(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 this Registration
Statement or any material change to such information in this
Registration Statement;
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
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<PAGE>
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, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by
reference in this 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements 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 31, 2000.
GREATER COMMUNITY BANCORP
By: /s/ GEORGE E. IRWIN
----------------------
George E. Irwin
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 31st day of October, 2000 by the
following persons in the capacities indicated.
Signatures Titles
---------------- -------
/s/ GEORGE E. IRWIN
--------------------------
George E. Irwin President, Chief Executive Officer and Director
/s/ JOHN L. SOLDOVERI*
--------------------------
John L. Soldoveri Chairman of the Board, Director
/s/ ANTHONY M. BRUNO, JR.*
--------------------------
Anthony M. Bruno, Jr. Vice Chairman of the Board, Director
/s/ C. MARK CAMPBELL*
---------------------------
C. Mark Campbell Executive Vice President, Director
/s/ M.A. BRAMANTE*
---------------------------
M.A. Bramante Director
/s/ JOSEPH A. LOBOSCO*
---------------------------
Joseph A. Lobosco Director
/s/ ALFRED R. URBANO*
---------------------------
Alfred R. Urbano Director
/s/ CHARLES J. VOLPE*
---------------------------
Charles J. Volpe Director
/s/ NAQI A. NAQVI
---------------------------
Naqi A. Naqvi Treasurer, Principal Financial Officer and
Principal Accounting Officer
* Signatures by George E. Irwin on behalf of the indicated persons
pursuant to Power of Attorney dated October 15, 1996 contained in Form
S-3D filed October 18, 1996.
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<PAGE>
EXHIBIT INDEX
The documents listed below are being filed as Exhibits to the within
Registration Statement on Form S-3D/A.
Number Title
------- -------------
4.1 Restated Certificate of Incorporation of Greater Community Bancorp
(incorporated by reference to Exhibit 3.4 to Form 10-QSB for the
quarter ended June 30, 1998 filed August 14, 1998).
4.2 Bylaws of Greater Community Bancorp as amended and restated effective
December 16, 1997 (incorporated by reference to Exhibit 3 to Form
10-KSB for the year ended December 31, 1997 filed March 23, 1998).
5 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 Independent Certified Public Accountants
24.1 Power of Attorney of Certain Directors and Officers (incorporated by
reference to the signature pages of Form S-3D filed October 18, 2000).
99 Dividend Reinvestment Plan and Stock Purchase Plan of Greater
Community Bancorp, as amended
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