<PAGE>
As filed with the Securities and Exchange Commission on
_______, 1997 Registration No._________.
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
YARDVILLE NATIONAL BANCORP
(Exact Name of Registrant as Specified in its Charter)
New Jersey 22-2670267
(State of Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
--------------------------
3111 Quakerbridge Road, Mercerville, New Jersey 08619
(Address of Principal Executive Office and Zip Code)
--------------------------
YARDVILLE NATIONAL BANCORP 1997 STOCK OPTION PLAN
(Full title of Plan)
--------------------------
Patrick M. Ryan
President and Chief Executive Officer
YARDVILLE NATIONAL BANCORP
3111 Quakerbridge Road
Mercerville, New Jersey 08619
(609) 585-5100
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
Brian S. Vargo, Esquire
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
--------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered(1) Offering Price Per Share Aggregate Offering Price(3) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 shares $22.75(2) $4,550,000 $1,378.79
(no par value)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Such additional, indeterminable number of shares that may be issuable by
reason of the anti-dilution provisions of the Yardville National Bancorp
1997 Stock Option Plan (the "Plan") is hereby registered.
(2) Pursuant to Rule 457(h)(1) and (c), for shares available under the Plan but
not presently subject to outstanding options, the average of the high ask
and the low bid prices per share of the Common Stock in the National
Association of Securities Dealers Automated Quotation System, National
Market System, on May 27, 1997, has been used to determine the registration
fee.
(3) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The following documents and information heretofore filed by Yardville
National Bancorp (the "Company" or "Registrant") with the Securities and
Exchange Commission (the "Commission") are, as of their respective dates,
incorporated into this Registration Statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997; and
(c) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on May
17, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior
to the filing of a post-effective amendment hereto that indicates that all
shares of Common Stock registered hereby have been sold or that deregisters all
such shares then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 14A:3-5 of the New Jersey Business Corporation Act, as amended
(the "Act"), provides for indemnification of, and insurance for, directors,
officers, employees and agents of a corporation and specifically empowers the
Company to indemnify, subject to the standards therein prescribed, any director,
officer, employee or agent in connection with any action, suit or proceeding
brought or threatened by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company. Article VI of the Company's Restated
Certificate of Incorporation requires the Company to indemnify each of the
Company's directors, officers, employees and agents and former directors,
officers, employees and agents, and any other persons serving at the request of
the Company as an officer, director, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by the Act. The Company has the power to maintain and,
as of May 29, 1997, does maintain insurance on behalf of the persons enumerated
above against any liability asserted against or incurred by such persons in any
such capacity.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not Applicable.
<PAGE>
Item 8. Exhibits.
- -----------------
The following exhibits are included in this Registration Statement:
Exhibit
- -------
(4) (a) Restated Certificate of Incorporation, incorporated by
reference from the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1994, as amended by Form
10-KSB/A filed on July 25, 1995.
(b) By-Laws of the Registrant, incorporated by reference from the
Registrant's Registration Statement on Form SB-2 (Registration
No. 33-78050).
(c) Specimen of Share of Common Stock of the Registrant, incorporated
by reference from the Registrant's Registration Statement on Form
SB-2 (Registration No. 33-78050).
(d) Yardville National Bancorp 1997 Stock Option Plan and Form of
Stock Option Agreement.
(5) Opinion of Stradley, Ronon, Stevens & Young, LLP
(23) Consents.
(a) Consent of Stradley, Ronon, Stevens & Young, LLP (included in
Exhibit 5)
(b) Consent of KPMG Peat Marwick LLP, Certified Public Accountants.
<PAGE>
Item 9. Undertakings.
- ---------------------
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement, and
(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) 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 this 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 an initial bona
fide offering thereof; and
(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.
(b) The undersigned Registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such information is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of the expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Trenton, New Jersey, on May 29, 1997.
YARDVILLE NATIONAL BANCORP
(Registrant)
By: /s/ Patrick M. Ryan
--------------------------------
Patrick M. Ryan
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated, on May 29, 1997.
Signature Capacity
- --------- --------
/s/ Patrick M. Ryan Director, President and
- ------------------------------- Chief Executive Officer
Patrick M. Ryan
/s/ Jay G. Destribats Chairman of the Board and Director
- -------------------------------
Jay G. Destribats
/s/ C. West Ayres Director
- -------------------------------
C. West Ayres
/s/ Elbert G. Basolis, Jr. Director
- -------------------------------
Elbert G. Basolis, Jr.
/s/ Anthony M. Giampetro, M.D. Director
- -------------------------------
Anthony M. Giampetro
/s/ Sidney L. Hofing Director
- -------------------------------
Sidney L. Hofing
/s/ James J. Kelly Director
- -------------------------------
James J. Kelly
/s/ Gilbert W. Lugossy Director
- -------------------------------
Gilbert W. Lugossy
/s/ Weldon J. McDaniel, Jr. Director
- -------------------------------
Weldon J. McDaniel, Jr.
/s/ Louis R. Matlack Director
- -------------------------------
Louis R. Matlack
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
<S> <C> <C> <C>
(4) (a) Rated Certificate of Incorporation, incorporated by
reference from the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1994, as amended by Form
10-KSB/A filed on July 25, 1995.
(b) By-Laws of the Registrant, incorporated by reference from the
Registrant's Registration Statement on Form SB-2 (Registration
No. 33-78050).
(c) Specimen of Share of Common Stock of the Registrant, incorporated
by reference from the Registrant's Registration Statement on Form
SB-2 (Registration No. 33-78050).
(d) Yardville National Bancorp 1997 Stock Option Plan and Form of Stock
Option Agreement.
(5) Opinion of Stradley, Ronon, Stevens & Young, LLP
(23) Consents.
(a) Consent of Stradley, Ronon, Stevens &
Young, LLP (included in Exhibit 5)
(b) Consent of KPMG Peat Marwick LLP,
Certified Public Accountants.
</TABLE>
<PAGE>
YARDVILLE NATIONAL BANCORP
1997 STOCK OPTION PLAN
(1) PURPOSES OF PLAN.
The 1997 Stock Option Plan (the "Plan") is designed to assist Yardville
National Bancorp (the "Company") in attracting and retaining highly qualified
persons as employees of the Company and its Subsidiaries and to provide such key
employees with incentives to contribute to the growth and development of the
business of the Company. This Plan provides for the granting of both incentive
stock options under Section 422 of the Code and non-qualified stock options.
(2) DEFINITIONS
Unless the context otherwise indicates, the following terms have the
following meanings:
"Board" - means the Board of Directors of the Company as constituted from time
to time.
"Business Day" - means a day (other than a Saturday or Sunday) on which the
principal office of the Company is open for the conduct of normal business.
"Change of Control" - means the acquisition by any person or group acting in
concert of beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of forty percent (40%) or more of any class of equity security of the
Company.
"Code"- means the Internal Revenue Code of 1986, as the same may from time to
time be amended.
"Committee" - means the Committee referred to in Section 4 hereof.
"Common Stock" - means the Common Stock, no par value, of the Company.
"Designated Beneficiary" - means the person designated by an optionee to be
entitled on his death to any remaining rights arising out of an option, such
designation to be made in accordance with such regulations as the Committee may
implement from time to time.
"Director" - means a member of the Board, who is not currently an officer of the
Company or Subsidiary of the Company, or otherwise currently employed by the
Company or Subsidiary of the Company; who does not receive compensation either
directly or indirectly from the Company or Subsidiary of the Company, for
services rendered as a consultant or in any other capacity other than as a
Director; and otherwise qualifies as a "Non-Employee director" under Rule 16b-3
under the Exchange Act.
"Employee" - means any employee (including any officer) of the Company or any
Subsidiary of the Company.
"Exchange Act" - means the Securities and Exchange Act of 1934, as it may be
amended from time to time, or any successor act or statute.
"Fair Market Value" - means the fair market value of Common Stock as determined
by the Committee in accordance with Section 6(b) hereof.
"Incentive Stock Options" - means stock options which constitute incentive stock
options within the meaning of Section 422, or any successor section, of the Code
having the provisions specified in the Plan for such incentive stock options.
"Non-Qualified Stock Options" - means stock options to purchase shares of Common
Stock granted to a participant under the Plan which are not intended to be
Incentive Stock Options.
"Parent" - means "Parent Corporation" as defined in Section 424(e), or any
successor section, of the Code.
"Stock Option Agreement" - means a stock option agreement entered into between
the Company and an employee pursuant to the Plan period.
"Subsidiary" - means "Subsidiary Corporation" as defined in Section 424(f), or
any successor section, of the Code.
1
<PAGE>
"Ten Percent Shareholder" - shall mean any person who, immediately after any
option is granted to such person, owns within the meaning of Section 422 (b)
(6), (or any successor section of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company, its Parent, if any, or its
Subsidiaries.
(3) STOCK SUBJECT TO PLAN.
The shares to be issued upon exercise of the options granted under the Plan
shall be Common Stock. The maximum number of shares of Common Stock for which
options may be granted under the Plan shall be 200,000 shares (subject to
adjustment as provided in section 9 hereof). The Common Stock to be issued upon
exercise of the options may be authorized but unissued shares or treasury
shares, as determined from time to time by the Committee. If any option granted
under the Plan shall expire or terminate for any reason whatsoever without
having been exercised in full, the unpurchased shares of Common Stock previously
subject to such option shall become available for new options.
(4) ADMINISTRATION.
(a) The Plan shall be administered by a Stock Option Committee (the
"Committee") of not less than two Directors. The Board shall annually appoint
the members of the Stock Option Committee at the annual reorganization meeting
of the Board.
(b) The Board shall fill all vacancies on the Committee and may remove any
member of the Committee at any time with or without cause. The Committee shall
select its own chairman and shall adopt, alter or repeal such rules and
procedures as it may deem proper and shall hold its meetings at such times and
places as it may determine. The Committee shall keep minutes of its proceedings.
Action by a majority of the Committee members present at any meeting at which a
quorum is present, or action approved in writing by all members of the Committee
without a meeting, shall constitute the acts of the Committee.
(c) Subject to the provisions of the Plan, the Committee shall have the full
and final authority to (i) determine the Employees to whom, and the times at
which, options shall be granted and the number of shares subject to each option;
(ii) prescribe, amend and determine the provisions of options granted under the
Plan (which need not be identical) and, with the consent of the holder thereof,
amend or modify any option; (iii) determine the provisions of options granted
under the Plan (which need not be identical) and with the consent of the holder
thereof, amend or modify any option; (iv) interpret the Plan and the respective
options; and (v) make all other determinations necessary or advisable for
administering the Plan. All determinations and interpretations by the Committee
shall be binding upon all parties. No member of the Committee or the Board shall
be liable for any action or determination made in good faith in respect of the
Plan or any option granted under it.
(d) The provisions of this Section 4 shall survive any termination of the
Plan.
(5) ELIGIBILITY FOR AWARD OF OPTIONS.
(a) Options may be granted only to Employees. Any reference in the Plan to
"employment by the Company" shall also be deemed to include employment by any
Subsidiary of the Company. Determination by the Committee or the Board, as to
who are eligible Employees shall be conclusive.
(b) A person who is a director of the Company or any Subsidiary shall not be
considered an employee for the purpose of the Plan solely because he or she is a
director. However, a person who is an employee shall not be disqualified by
virtue of being a director of the Company or any Subsidiary.
(c) More than one option may be granted to any eligible employee.
(6) OPTION PRICE.
(a) The purchase price of the Common Stock under each option shall be
determined by the Committee. The purchase price shall be at least 100 percent
(100%) of the Fair Market Value on the date of the grant of the option. The
purchase price under an Incentive Stock Option granted to an employee who is a
Ten Percent Stockholder shall be at least 110% of the Fair Market Value on the
date of the grant of the Incentive Stock Option.
2
<PAGE>
(b) "Fair Market Value", as of the time of any determination by the
Committee, shall mean the closing price of a share of Common Stock on the
immediately preceding business day as reported by the National Association of
Securities Dealers, Inc. through the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or a similar organization if
NASDAQ is no longer reporting such information.
(7) FEDERAL INCOME TAX CONSEQUENCES UNDER THE PLAN
The aggregate Fair Market Value of shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by a
Participant during the calendar year (under the Plan or any other plan of the
Company, its Parent, if any and its Subsidiaries) shall not exceed the sum of
$100,000. Such aggregate Fair Market Value shall be determined as of the date
such Options is granted.
Incentive Stock Options
For Incentive Stock Options, the optionee will not realize any taxable income
upon receipt of shares upon the exercise of the option. However, the excess of
the Fair Market Value of the stock on the date of exercise over the exercise
price is an item of adjustment to be taken into account in determining whether
the "alternative minimum tax" will apply for the year of exercise. If the shares
acquired upon exercise are held at least two years from the date of grant and
one year from the date of exercise, any gain or loss upon the sale of such
shares, if held as capital assets, will be long-term capital gain or loss
(measured by the difference between the sales price of the stock and the
exercise price). If the two year and one year holding periods are not met (a
"disqualifying disposition"), an optionee will realize ordinary income in the
year of disposition in an amount equal to the lesser of (i) the Fair Market
Value of the stock on the date of exercise minus the exercise price or (ii) the
amount realized on disposition minus the exercise price. The remainder of the
gain will be treated as long-term or short-term gain depending upon whether the
stock has been held for more than twelve months. If an optionee makes a
disqualifying disposition, the Company will be entitled to a tax deduction equal
to the amount of ordinary income recognized by the optionee.
In general, if an optionee in exercising an Incentive Stock Option tenders
shares of Common Stock in partial or full payment of the option price, no gain
or loss will be recognized on the tender. However, if the tendered shares were
previously acquired upon the exercise of another Incentive Stock Option and the
tender is within two years from the date of grant or one year after the date of
exercise of the other Incentive Stock Options, the tender will be a
disqualifying disposition of the shares acquired upon exercise of the other
Incentive Stock Option.
As noted above, the exercise of an Incentive Stock Option could subject the
optionee to the alternative minimum tax. The application of the alternative
minimum tax to any particular optionee depends upon the particular facts and
circumstances which exist with respect to the optionee in the year of exercise.
However, as a general rule, the amount by which the Fair Market Value of the
Common Stock on the date of exercise of an option exceeds the exercise price of
the option will constitute an item of adjustment for purposes of the alternative
minimum tax. As such, this item will enter into the tax base on which the
alternative minimum tax is computed, and may therefore cause the alternative
minimum tax to become applicable in a given year. (alternative minimum tax, if
applicable, would be incurred equal to 26% of the excess alternative minimum
taxable income up to $175,000 and 28% for any amount in excess of $175,000).
Non-Qualified Stock Options
Non-Qualified Stock Options granted under the 1997 Plan do not qualify as
Incentive Stock Options and will not qualify for any special tax benefits to the
optionee. An optionee generally will not recognize any taxable income at the
time he or she is granted an Non-Qualified Stock Option. However, upon its
exercise, the optionee will recognize ordinary income for Federal tax purposes
measured by the excess of the then Fair Market Value of the shares over the
exercise price. The income realized by the optionee will be subject to income
and other employee withholding taxes. Generally upon exercise of a Non-Qualified
Stock Option, the Company will be entitled to a deduction for Federal income tax
purposes equal to the amount of ordinary income that an optionee is required to
recognize as a result of the exercise.
The optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a Non-Qualified Stock Option
will be the amount paid for such shares plus any ordinary
3
<PAGE>
income recognized as a result of the exercise of such option. Upon disposition
of any shares acquired upon the exercise of a Non-Qualified Stock Option, the
difference between the sale price and the optionee's basis in the shares will be
treated as a capital gain or loss and generally will be characterized as a
long-term capital gain or loss if the shares have been held for more than one
year at their disposition.
Tax Rates
Under current law, the maximum marginal Federal income tax rate on ordinary
income is 39.6%. The maximum Federal income tax imposed on net capital gains,
however, is 28%. Net capital gains means the excess of net long-term capital
gains over net short-term capital loss. Net short-term capital gains may be
taxed at rates for ordinary income. Capital losses may be offset only against
capital gains and may be deducted against ordinary income only to the extent of
three thousand dollars ($3,000) per year. There are proposals currently being
considered by Congress that would change the taxation of capital gains and
losses.
The foregoing Federal income tax information is a summary only, and does not
purport to be a complete statement of the relevant provisions of the Code.
Because of the complexity of the Federal income tax laws and the application of
various state income tax laws, optionees are advised to consult their personal
tax advisors before exercising an option or disposing of any stock received
pursuant to the exercise of an option.
(8) TERMS AND EXERCISE OF OPTIONS.
(a) Maximum 10 Year Termination Date. Each option shall expire no later than
ten years after the date on which it shall have been granted, but the Committee
in its discretion may prescribe a shorter period for any individual option or
options. Any Incentive Stock Option granted to a person who is a Ten Percent
Stockholder shall terminate no later than 5 years after the date on which the
Incentive Stock Option was granted. The date of termination pursuant to this
paragraph is referred to hereinafter as the "termination date of the option."
(b) Vesting.
(i) Options shall be exercisable at such times and in such
installments, if any, as the Committee may determine. In the event
any option is exercisable in installments, any shares which may be
purchased during any year or other period which are not purchased
during such year or other period may be purchased at any time or
from time to time during any subsequent year or period during the
term of the option unless otherwise provided in the Stock Option
Agreement.
(ii) While the Committee may set any vesting schedule which it wishes,
it is the expectation of the Board in adopting this Plan that the
options vest during a period of up to five years after the date of
grant. For example, the Committee may provide that only 25% of the
shares granted under the option may be purchased during the first
year after the date of grant, an additional 25% of the shares may
be purchased commencing two years after the date of grant and 100%
of the stock may be purchased only 4 years after the date of the
grant.
(iii) In connection with any proposed sale or conveyance of all or
substantially all of the assets of the Company or of any proposed
consolidation or merger of the Company or of any proposed Change in
Control of the Company, the Board in its discretion may accelerate
the vesting schedule of any or all options. In the event the Board
does determine to accelerate the vesting schedule, it shall notify
each holder of an option whose vesting schedule has been
accelerated.
(c) Means of Exercise of Option. An option shall be exercised by written
notice to the Secretary or Treasurer of the Company at its principal office. The
notice shall specify the number of shares as to which the option is being
exercised and shall be accompanied by payment in full of the purchase price for
such shares. An optionee at his discretion may, in lieu of cash payment, deliver
Common Stock already owned, with a Fair Market Value (on the date of exercise)
equal to the purchase price for the shares being acquired pursuant to exercise
of the option, as payment for the exercise of any option. In the event an option
is being exercised in whole or in part, by any person other than the optionee, a
notice of election shall be accompanied by proof
4
<PAGE>
satisfactory to the Company of the rights of such person to exercise said
option. An optionee shall not, by virtue of granting of an option, be entitled
to any rights of a shareholder in the Company and he shall not be considered a
record holder of shares purchased by him until the date on which he shall
actually be recorded as the holder of such shares upon the stock records of the
Company. The Company shall not be required to issue any fractional shares upon
exercise of any option and shall not be required to pay to the person exercising
the option the cash equivalent of any fractional share interest unless so
determined by the Committee.
(d) Options are Non-Transferable. No stock option may be transferred by the
optionee (except in connection with death or disability as provided in Section 8
(j).
(e) Options Lapse 3 Months After Termination of Employment. In the event of
the termination of an optionee's employment by the Company or its Subsidiaries
at any time for any reason (excluding disability or death), his option and all
rights thereunder shall be exercisable by the optionee at any time within three
(3) months thereafter but only to the extent exercisable by him on the date of
termination of his employment and in no event later than the termination date of
his option.
(f) Options Exercisable 12 Months After Termination in the Event of
Disability. In the event an employee is permanently and totally disabled (within
the meaning of Section 422 (c) (6), or any successor section, of the Code), his
option and all rights thereunder shall be exercisable by the optionee at any
time within twelve (12) months of his termination of employment, but in no event
later than the termination date of the option.
(g) Options Exercisable 12 Months After Date of Death. If an optionee shall
die while in the employ of the Company or any of its Subsidiaries, his option
may be exercised within twelve (12) months after the date of his death, but only
to the extent exercisable by the optionee at his death and the option may not be
exercised later than the termination date of the option.
(h) No Right to Continued Employment. Nothing in the Plan or in any option
granted pursuant hereto shall confer on any individual any right to continue in
the employ of the Company or any of its Subsidiaries or prevent or interfere in
any way with the right of the Company or its Subsidiaries to terminate his
employment at any time, with or without cause.
(i) Options Must Be Evidenced by Writing. Each option granted pursuant to the
Plan shall be evidenced by a written Stock Option Agreement, duly executed by
the Company and the optionee, in such form and containing such provisions as the
Committee may from time to time authorize or approve.
(j) In the event of an Employee's death or disability (within the meaning of
Section 422(c)(6), or any successor section, of the Code), such Employee's
Designated Beneficiaries, legal representative or executor shall have the right
to exercise such Employee's options to the same extent as such Employee would
have under Sections 8(e), (f) or (g), as applicable, as of the date on which
such Employee's employment by the Company or any Subsidiary terminated.
(9) ADJUSTMENTS.
The Stock Option Agreement shall contain appropriate provisions for the
adjustment of the kind and number of shares subject to each outstanding option
and the purchase price under each option in the event of any changes in the
outstanding Common Stock of the Company by reason of stock dividends, stock
splits, recapitalization, reorganizations, mergers, consolidations, combinations
or exchanges of shares, and the like. In the event of any such change or changes
in the outstanding Common Stock, and as often as the same shall occur, the kind
and aggregate number of shares available under the Plan shall be appropriately
adjusted by the Committee or Board, whose determination shall be binding and
conclusive.
(10) AMENDMENT AND TERMINATION.
(a) Unless the Plan shall have been sooner terminated as provided herein, no
incentive stock option shall be granted hereunder after April 24, 2007. The
Board may at any time suspend or terminate the Plan as it may deem advisable,
except that it may not without further shareholder approval (i) increase the
maximum number of shares subject to the Plan (except for changes pursuant to
Section 9), (ii) extend the period during which options may be granted or
exercised or (iii) make any other change unless the Board determines that the
change would
5
<PAGE>
not materially increase the cost of the Plan to the Company. Except as otherwise
hereinafter provided, no alteration, suspension or termination of the Plan may,
without the consent of the Employee to whom any option shall have theretofore
been granted (or the person or persons entitled to exercise such option under
Section 8 (f) or (g) of the Plan), terminate his option or adversely affect his
rights thereunder.
(b) Anything herein to the contrary notwithstanding, in the event that the
Board shall at any time declare it advisable to do so in connection with any
proposed sale or conveyance of all or substantially all of the assets of the
Company or of any proposed consolidation or merger of the Company, the Company
may give written notice to the holder of any option that his option may be
exercised only within thirty (30) days after the date of such notice but not
thereafter, and all rights under said option which shall not have been so
exercised shall terminate at the expiration of such thirty (30) days, provided
that the proposed sale, conveyance, consolidation or merger to which such notice
shall relate shall be consummated within six (6) months after the date of such
notice.
In the event such notice shall have been given, any such option may be
exercised either in whole or in part notwithstanding the vesting period required
under the terms of the option for the exercise thereof. If such proposed sale,
conveyance, consolidation or merger shall not be consummated within said time
period, no unexercised rights under any option shall be affected by such notice
except that such option may not be exercised between the date of expiration of
such thirty (30) days and the date of the expiration of such six (6) months.
(11) INDEMNIFICATION.
Any member of the Committee or the Board who is made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, by reason
of the fact that he is or was a member of the Committee or the Board insofar as
relates to the Plan shall be indemnified by the Company, and the Company may
advance his related expenses, to the full extent permitted by law and/or the
By-Laws of the Company.
(12) EFFECTIVE DATE OF THE PLAN.
The Plan shall become effective on, and options may be granted thereunder
after April 24, 1997, provided, however, that if the Plan shall not be approved
by the holders of a majority of the outstanding voting stock of the Company
within twelve months of said date, the Plan and all options granted thereunder
shall be and become null and void, and provided, further, that no options
granted by the Committee may be exercised prior to the approval of the Plan by
shareholders.
(13) EXPENSES.
The Company shall pay all fees and expenses incurred in connection with the
establishment and administration of the Plan.
(14) GOVERNMENT REGULATIONS, REGISTRATION, AND LISTING OF STOCK.
(a) The Plan, and the grant and exercise of options thereunder, and the
Company's obligation to sell and deliver stock under such options, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any regulatory or governmental agency as may be required.
(b) Unless a registration statement under the Securities Act of 1933 and the
applicable rules and regulations thereunder (collectively the "Act") is then in
effect with respect to shares issued upon exercise of any option (which
registration shall not be required), the Company shall require that the offer
and sale of such shares be exempt from the registration provisions of said Act.
In furtherance of such exemption, the Company may require, as a condition
precedent to the exercise of any option, that the person exercising the option
give to the Company a written representation and undertaking, satisfactory form
and substance to the Company, that he is acquiring the shares for his own resale
thereof and otherwise establish to the Company's satisfaction that the offer or
sale of the shares issuable upon exercise of the option will not constitute or
result in any breach or violation of the
6
<PAGE>
Act or any similar state act or statute or any rules or regulations thereunder.
In the event a registration statement under the Act is not then in effect with
respect to the shares of Common Stock issued upon exercise of an option, the
Company shall place upon any stock certificate an appropriate legend referring
to the restrictions on disposition under the Act.
(c) In the event the class of shares issuable upon the exercise of any option
is listed on any national securities exchange, the Company shall not be required
to issue or deliver any certificate for shares upon the exercise of any option
prior to the listing of the shares so issuable on such national securities
exchange and prior to the registration of the same under the Securities Exchange
Act of 1934 or any similar act or statute.
7
<PAGE>
EMPLOYEE NAME: EXERCISE PRICE:
____________________________ _________________________
NUMBER OF SHARES:
_________________________
YARDVILLE NATIONAL BANCORP
STOCK OPTION AGREEMENT
Yardville National Bancorp, a New Jersey corporation (the "Company"),
this ______ day of ____________, 199_, (the "Option Date"), pursuant to its 1997
Stock Option Plan (the "Plan") hereby grants to ________________________ (the
Employee"), an option to purchase shares of the Common Stock, no par value, of
the Company ("Common Stock") in the amount and on the terms and conditions
hereinafter set forth.
1. Incorporation of Plan by Reference. The provisions of the Plan, a copy of
---------------------------------- which is being furnished herewith to the
Employee, are incorporated by reference herein and shall govern as to all
matters not expressly provided for in this Agreement. Terms not defined
herein have the meanings set forth in the Plan. In the event of any
conflict between the terms of this Agreement and the Plan, the terms of
the Plan shall govern.
2. Grant of Option. The Company hereby grants to the Employee an option (the
--------------- "Option") to purchase all or part of an aggregate
of ______________ shares of Common Stock on the terms and conditions herein
set forth.
3. Purchase Price. The purchase price of the Common Stock subject to the
--------------- Option shall be ____________________ $__________) per
share subject to adjustment as provided in Section 6 below and subject to
the terms and conditions of the Plan.
4. Terms of Option.
---------------
(a) Vesting. This Option shall not be exercisable until the dates shown
------- below except that all options shall vest in the event of
any proposed sale or conveyance or any proposed or effected change in
control of the Company (as set forth in Section 8(b)(iii) of the
Plan):
<PAGE>
Number of Shares First Date On Last Date On Which
As To Which Option Which Option Such Portion May Be
May Be Exercised May Be Exercised Exercised
Any portion of the Option not exercised by its Last Date shall lapse at
the close of business on that date and be null and void thereafter.
(b) Final Termination. Notwithstanding anything to the contrary set
----------------- forth in Section 4(a). The Option shall no
longer be exercisable ____ years from the date hereof or such
shorter time as is prescribed in the Plan or in this Agreement.
(c) Restrictions. This Option is subject to all the terms and
------------ conditions set forth in the Plan including, but not
limited to, the following:
(i) This Option is not transferable, as provided in Section 8(d)
of the Plan;
(ii) This Option lapses three months after the termination, for
any reason whatsoever (other than disability or death), of
Employee's employment with the Company, as provided in
Section 8(e) of the Plan; and
(iii) This Option may be exercised by the Employee, or his legal
representative for a period of twelve months after the
employee becomes disabled, as provided in Sections 8(f) and
(j) of the Plan.
(d) Exercise. This Option shall be exercised by notice to the Company
-------- accompanied by full payment in cash (or shares of
Common Stock of the Company), as set forth in Section 8(c) of the
Plan.
(e) Securities Law Restrictions. The Company is under no obligation
--------------------------- to file a registration statement
under the Securities Act of 1933 with respect to the Common Stock
issued upon exercise of the Option. As provided by Section 14(b)
of the Plan, unless a registration statement under the Act has
been filed and remains effective with respect to the Common
Stock, the Company shall require that the offer and sale of such
shares be exempt from the registration provisions of the Act. As
a condition of such exemption, the Company shall require a
representation and undertaking, in form and substance
satisfactory to the Company, that the optionee is acquiring the
Common Stock, for his own
<PAGE>
account for investment and not with a view to the distribution or
resale thereof and shall otherwise require such representations
and impose such conditions as shall establish to the Company's
satisfaction that the offer and sale of the Common Stock issuable
upon the exercise of the Option will not constitute a violation
of the Act or any similar state act affecting the offer and sale
of the Common Stock. If the Common Stock is issued in an exempt
transaction, the shares shall bear the following restrictive
legend:
"These shares have not been registered under the Securities
Act of 1933. No transfer of the shares may be affected
without an opinion of counsel to the Company stating that
the transfer is exempt from registration under the Act and
any applicable state securities laws or that the transfer of
the shares is covered by an effective registration statement
with respect to the shares."
5. Restrictions on Transfer. This Option may not be transferred, assigned,
------------------------ pledged or hypothecated and shall not be subject
to execution, attachment or similar process. In the event the terms of this
paragraph are not complied with by the Employee, or if the Option is
subject to execution, attachment or similar process, this Option shall
immediately lapse and become null and void.
6. Anti-Dilution Provisions. If prior to expiration of the Option there shall
------------------------ occur any change in the outstanding Common Stock
of the Company by reason of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, recapitalization,
reorganization, liquidation, or the like, and as often as the same shall
occur, then the kind and number of shares subject to the Option, or the
purchase price per share of Common Stock, or both, shall be adjusted by the
Stock Option Committee in such manner as it may deem equitable, the
determination of which shall be binding and conclusive.
7. Acceptance of Provisions. The execution of this Agreement by the Employee
------------------------ shall constitute the Employee's acceptance of
and agreement to all terms and conditions of the Plan and this Agreement.
8. Notices. All notices and other communications required or permitted under
------- the Plan and this Agreement shall be in writing and shall be given
either by (i) personal delivery or regular mail, in each case against
receipt, or (ii) first class registered or certified mail, return receipt
requested or (iii) FAX transmission. Any such communication shall be deemed
to have been given (i) on the date of receipt in the cases referred to in
clauses (i) or (iii) of the preceding sentence and (ii) on the second day
after the date of mailing in the cases referred to in clause (ii) of the
preceding sentence. All such communications to the Company shall be
addressed to it, to the attention of its Secretary or Treasurer, at its
then principal office and to the Employee at his last address appearing on
the records of the Company, or in each case, to such other person or
address as may be designated by like notice hereunder.
9. Miscellaneous. Thus Agreement and the Plan contain a complete statement of
------------- all the arrangements between the parties with respect to
their subject matter, and this Agreement may not be changed except by a
writing executed by both parties. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey applicable
to agreements made and to be performed exclusively in New Jersey. The
headings in this Agreement are solely for convenience of reference and
shall not affect its meaning or interpretation.
By: ______________________________
Patrick M. Ryan, President/CEO
_________________________________
Employee
<PAGE>
May 30, 1997
Yardville National Bancorp
3111 Quakerbridge Road
Trenton, NJ 08619
Re: Registration Statement of Form S-8 with Respect to Yardville
National Bancorp 1997 Stock Option Plan (the "Plan")
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to and for Yardville National
Bancorp, a New Jersey corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended, with respect to
200,000 shares of common stock (the "Shares"), no par value per share, of the
Company (the "Common Stock"). The Shares are issuable upon the exercise of
options which may be granted under the Plan (the "Options").
In our capacity as counsel, we have been requested to render
the opinion set forth in this letter and in connection therewith, we have
reviewed the following documents and materials: (i) the Restated Certificate of
Incorporation of the Company, certified as true and correct by the Secretary of
the Company, (ii) the Bylaws of the Company, certified as true and correct by
the Secretary of the Company, (iii) the Registration Statement, (iv) the Plan,
certified as true and correct by the Secretary of the Company, (v) certain
minutes of meetings and resolutions of the Board of Directors of the Company,
certified as true and correct by the Secretary of the Company, (vi) a
certificate of the Secretary of the Company dated the date hereof (the
"Officer's Certificate"), and (vii) such other documents, instruments and
records as we deemed necessary or appropriate for purposes of rendering the
opinion set forth herein.
<PAGE>
Yardville National Bancorp
May 30, 1997
Page 2
In rendering this opinion, we have assumed and relied upon,
without independent investigation, (i) the oral representations of officers or
representatives of the Company, (ii) the representations and warranties of the
Company contained in the documents referenced above, and (iii) the
representations contained in the Officer's Certificate for the truth, accuracy
and completeness of the matters contained therein.
In addition, we have assumed and relied upon, without
independent investigation, (i) the authenticity, completeness, truth and due
authorization and execution of all documents submitted to us as originals, (ii)
the genuineness of all signatures on all documents submitted to us as originals,
and (iii) the conformity to the originals of all documents submitted to us as
certified or photostatic copies.
No opinion is expressed herein in any respect as to (i)
federal and state securities laws and regulations, (ii) pension and employee
benefit laws and regulations, including without limitation the Employee
Retirement Income Security Act of 1974, as amended, and (iii) federal and state
tax laws and regulations.
The opinion expressed herein is limited and qualified in all
respects by the effects of general principles of equity, whether applied by a
court of law or equity, and by the effects of bankruptcy, insolvency,
reorganization, moratorium, arrangement, fraudulent conveyance or fraudulent
transfer, receivership, and other laws now or hereafter in force affecting the
rights and remedies of creditors generally (not just creditors of specific types
of debtors) and other laws now or hereafter in force affecting generally only
creditors of specific types of debtors.
The law covered by the opinion expressed herein is limited to
(i) the Federal statutes, judicial decisions and rules and regulations of the
governmental agencies of the United States and (ii) the New Jersey Business
Corporation Act, as amended.
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to advise you of any
changes in law or regulation which may hereafter occur, whether the same are
retroactively or prospectively applied, or to update or supplement this letter
in any fashion to reflect any facts or circumstances which hereafter come to our
attention.
Based upon, and subject to, the foregoing, we are of the
opinion, as of the date hereof, that the Shares, when issued upon proper
exercise of the Options pursuant to and in accordance
<PAGE>
Yardville National Bancorp
May 30, 1997
Page 3
with the terms of the Plan, including receipt by the Company of the required
consideration, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and we further consent to any reference to our firm
in the Registration Statement as legal counsel who have passed upon the legality
of the securities offered thereby.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:/s/ Brian S. Vargo
-------------------------
Brian S. Vargo, A Partner
<PAGE>
Exhibit 23(b)
Independent Auditors' Consent
The Board of Directors
Yardville National Bancorp:
We consent to incorporation by reference in the registration statement on
Form S-8 of Yardville National Bancorp of our report dated January 31, 1997
relating to the consolidated statements of condition of Yardville National
Bancorp and subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1996, which report is
incorporated by reference in the December 31, 1996 annual report on Form 10-K
of Yardville National Bancorp.
KPMG Peat Marwick LLP
Princeton, New Jersey
May 29, 1997
