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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAMAPO FINANCIAL CORPORATION
(Exact name of issuer as specified in its charter)
NEW JERSEY 22-1946561
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY 07470
(Address of Principal Executive Offices) (Zip Code)
RAMAPO FINANCIAL CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
MORTIMER J. O'SHEA
64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY 07470
(Name and address of agent for service)
(201) 305-4101
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
<S> <C> <C> <C> <C>
Common Stock 750,000 sh. $3.91* $2,932,500* $1,011.20*
--------------------------------------------------------------------------------
</TABLE>
*Computed in accordance with 17 C.F.R. Section 230.457(c) on the basis of the
average of the high and low prices of the Registrant's Common Stock on August
21, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have previously been filed with the
Securities and Exchange Commission under Commission File No. 0-7806 are
incorporated by reference into this Registration Statement:
a. Annual Report on Form 10-K for the year ended December 31, 1994.
b. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
All documents filed by the Company pursuant to sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities being registered are shares of the Registrant's Common
Stock, Par Value $1.00 Per Share.
Dividend Rights. Holders of the Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. Since funds for the payment of dividends by
the Corporation are derived primarily from the earnings of its bank subsidiary,
The Ramapo Bank (the "Bank"). However, restrictions on the payment of dividends
by the Bank limit the amount of funds available for the payment of dividends by
the Corporation. The payment of dividends by the Bank is subject to significant
limitations imposed by federal regulations.
Voting Rights. Holders of the Common Stock are entitled to one vote for
each share held and do not have cumulative voting rights in the election of
directors.
Classification of the Board of Directors. The Corporation's Certificate
of Incorporation and Bylaws provide for a classified Board of Directors, with
approximately one-third of the entire Board being elected each year for terms of
three years. (See "Certain Anti-takeover Provisions," below.)
Preemptive Rights; Redemption. Holders of the Common Stock do
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not have any preemptive rights with respect to any shares issued by the
Corporation. The Common Stock is not subject to call for redemption.
Liquidation Rights. In the event of liquidation, holders of Common
Stock will be entitled to receive, after payment of all debts and liabilities of
the Corporation and after payment of the liquidation preference of the
Corporation's Class A Preferred Stock (See "Class A Preferred Stock," below), a
pro rata portion of all assets of the Corporation available for distribution to
holders of the Common Stock.
OTHER AUTHORIZED STOCK
The authorized capital stock of the corporation consists of 15,000,000
shares of Common Stock, Par Value $1.00 Per Share, and 1,000,000 shares of No
Par Stock. No Par Stock may be divided into classes and into series within any
class or classes as determined by the Board of Directors and may be issued with
such rights, preferences and limitations as the Board of Directors determines.
1,950 shares have been designated as Class A Preferred Stock and have been
issued to a commercial bank in exchange for the cancellation of indebtedness of
$1,950,000. At present, 700 of the shares of Class A Preferred Stock have been
redeemed and 1,250 shares remain outstanding.
CLASS A PREFERRED STOCK
Dividend Rights. Holders of the Class A Preferred Stock are
entitled to receive dividends when and as declared by the Board of Directors out
of funds legally available for the purpose and subject to obtaining any required
regulatory approvals thereto. In addition, no dividends shall be paid on the
Class A Preferred Stock unless, as of the last day of the calendar quarter
preceding such proposed dividend payment date, (i) the Corporation's leverage
ratio shall be equal to or greater than 4% and (ii) the leverage ratio of the
Bank shall be equal to or greater than 6%.
Dividends are payable quarterly, in arrears, on the tenth day of
January, April, July and October. The first such payment was due on April 10,
1994 for the first calendar quarter of 1994. The amount of the dividends to be
paid shall be computed as follows: (i) for each of the first four dividend
periods, the dividends payable shall be at a rate of $60 per annum per share;
(ii) for each of the fifth through the eighth dividend periods, the dividends
payable shall be at a rate of $70 per annum per share; (iii) for each of the
ninth through the twelfth dividend periods, the dividends payable shall be at a
rate of $80 per annum per share; (iv) for the thirteenth through the sixteenth
dividend periods, the dividends payable shall be at the rate of $90 per annum
per share and (v) for the seventeenth dividend period and all dividend periods
subsequent thereto, the dividends payable shall be at the rate of $100 per annum
per share.
Dividends on the Class A Preferred Stock are cumulative. No
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dividend (other than stock dividends) may be declared or paid or any other
distribution ordered or made upon any class of stock ranking on par with or
junior to the Class A Preferred Stock as to dividends or liquidation rights
unless all dividends due on the Class A Preferred Stock have been paid through
the end of the last completed calendar quarter; provided, that deficiencies on
Class A Preferred Stock and any class of stock ranking on par therewith as to
dividends shall be paid on a pro rata basis. With respect to payment of
dividends, the Class A Preferred Stock ranks prior to the Common Stock.
Voting Rights. With certain exceptions, holders of the Class A
Preferred Stock are not entitled to vote. Holders of Class A Preferred Stock may
vote as a class as to the authorization or issuance of any class of capital
stock ranking, either as to payment of dividends or distribution of assets or
redemptions, prior to the Class A Preferred Stock. Consent of the holders of the
Class A Preferred Stock is also required to alter or change in any manner the
designations, powers, preferences, rights, qualifications, limitations or
restrictions of the Class A Preferred Stock in any way that is detrimental to
the holders thereof. In addition, holders of the Class A Preferred Stock are
entitled to vote on those matters required by law to receive their consent.
Redemption. The Corporation may, at its option, at any time, redeem any
or all of the shares of the then-outstanding Class A Preferred Stock provided
that such redemption is on a pro rata basis. In addition, if any dividends of
the Class A Preferred Stock are in arrears, the affirmative consent of all of
the holders of the Class A Preferred Stock must be obtained unless all
outstanding shares of Class A Preferred Stock are simultaneously redeemed. Any
optional redemptions will be at a price of $1,000 per share plus any accrued
dividends.
Liquidation Rights. In the event of any liquidation of the
Corporation, the holders of Class A Preferred Stock shall be entitled to
receive, after payment of all debts and liabilities of the Corporation, an
amount equal of $1,000 per share plus any accrued dividends to the date of
payment. The Class A Preferred Stock shall rank prior to the Corporation's
Common Stock with respect to payments upon liquidation. If, upon liquidation,
there are insufficient funds available to pay the holders of shares of Class A
Preferred Stock the full amounts to which they are entitled, the holders of
Class A Preferred Stock shall share ratably in any distribution of assets.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Certificate of Incorporation (the "Certificate") and Bylaws of the
Corporation contain certain provisions which may be deemed to have a potential
anti-takeover effect. These provisions may have the effect of discouraging a
future takeover attempt which is not approved by the Board of Directors but
which the Corporation's shareholders may deem to be in their best interest or in
which shareholders may receive a substantial premium for their shares over then
current market prices. As a result, shareholders who might
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desire to participate in such a transaction may not have an opportunity to do
so. Certain of such provisions also make it more difficult for shareholders of
the Corporation to remove its Board of Directors and management.
The following description of certain provisions of the Certificate and
Bylaws of the Corporation is necessarily general and is qualified by reference
to such Certificate and Bylaws.
Authorized and Issued Share of Capital Stock. The Corporation currently
has authority to issue 1,000,000 shares of No Par Stock and 15,000,000 shares of
Common Stock. As of August 11, 1995, 1,250 shares of No Par Stock were
classified as "Class A Preferred Stock" and were issued and outstanding while
8,096,449 shares of Common Stock were issued and outstanding, 63,406 shares were
held as treasury shares and 6,840,145 shares were unissued. Of the shares of
unissued Common Stock, 1,281,011 shares were reserved for issuance upon exercise
of stock options. As a general matter, the existence of unissued and unreserved
shares of capital stock provides a board of directors with the ability to cause
the issuance of shares of capital stock under circumstances that might prevent
or render more difficult or costly the completion of a takeover of a company by
diluting the voting or other rights of the proposed acquiror, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the board of directors by effecting an acquisition that
might complicate or preclude a takeover or otherwise.
The Board of Directors also has the authority to issue shares of No Par
Stock with such terms as it deems advisable. In the event of a proposed merger,
tender offer or other attempt to gain control of the Corporation which the Board
of Directors does not approve, the Board of Directors could authorize and issue
a series of No Par Stock with rights and preferences which could impede the
completion of such a transaction. An effect of the possible issuance of No Par
Stock, therefore, may be to deter a future takeover attempt.
Special Voting Requirements for Certain Business Combinations.
The Corporation is governed by special voting procedures that apply to certain
business combinations between the Corporation and major shareholders. The
purpose of such provisions is to protect the Corporation and its shareholders
against hostile takeovers by requiring that certain criteria are satisfied.
The Certificate defines a "Business Combination" as a merger or
consolidation, a sale of 10% or more of the consolidated assets of the
Corporation and its subsidiaries in one transaction or a series of related
transactions, the issuance of equity securities or securities convertible into
equity securities of the Corporation and/or one or more of its subsidiaries, a
reclassification or recapitalization involving stock of the Corporation and/or
one or more of its subsidiaries, and/or a redemption of shares of outstanding
stock by the Corporation and/or its subsidiaries, if a Major Shareholder
(defined below) exists at the time of any such
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transactions or combination of transactions, or if a shareholder or group of
shareholders becomes a Major Shareholder as a result of such transactions or
combination of transactions. The Certificate defines a "Major Shareholder" as
any individual, group of individuals, partnership, trust, corporation or other
business entity or combination of such persons acting in concert with respect to
the Corporation's stock which is the beneficial owner of 5% or more of the total
combined voting power of all classes of outstanding stock of the Corporation
entitled to vote.
The Certificate provides that no Business Combination shall occur with
a Major Shareholder unless either: (i) the Business Combination is approved by
two-thirds (2/3) of the members of the Board of Directors, in addition to such
shareholders' approval (if any) as may be required by law or with respect to
such a transaction; or (ii) the Business Combination is approved by the holders
of at least 80% of the outstanding stock entitled to vote and not held by such
Major Shareholder.
Other Supermajority Votes. The Certificate provides that its provisions
imposing special voting requirements on Business Combinations with Major
Shareholders and relating to the number and classification of directors,
described below, may not be amended, altered or repeated except upon the
affirmative vote of the holders of: (i) at least 80% of the outstanding stock
entitled to vote; and (ii) at least 80% of the outstanding stock entitled to
vote and not held by any Major Shareholder. These percentages exceed the
stockholder voting requirements that would otherwise be required by New Jersey
law for the repeal or amendment of the Certificate.
Board of Directors. The Certificate provides that the Board of
Directors is divided into three classes which shall be as nearly equal in number
as possible. The directors in each class hold office following their election
for a period of three years, with one-third (1/3) of the directors coming up for
election each year. Each director serves until his or her successor is elected
and qualified.
A classified Board of Directors could make it more difficult for
shareholders, including those holding a majority of the outstanding shares of
Common Stock, to force an immediate change in the composition of a majority of
the Board of Directors. Because the terms of only one-third (1/3) of the
incumbent directors expire each year, it requires at least two annual elections
for the shareholders to change a majority of the directors, whereas a
non-classified Board may be completely changed in one year.
Additionally, the Bylaws of the Corporation provide that any vacancy
occurring in the Board of Directors, including a vacancy created by an increase
in the number of directors, shall be filled by a majority vote of the directors
then in office until the next annual meeting of stockholders, even though less
than a quorum of the Board, or even by a sole remaining director. The Board of
Directors has authority to increase the number of directors by not more than 2
members at any time, and to fill the vacancies created by such
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increase, thereby making it more difficult for the shareholders to gain control
of the Board.
Removal of Directors. The Certificate provides that no amendment to the
Certificate permitting the removal of one or more or all of the directors
without cause shall be adopted unless such amendment shall have been approved by
the holders of (i) at least 80% of the outstanding stock entitled to vote and
(ii) at least 80% of the outstanding stock entitled to vote and not held by any
Major Shareholder.
Limitations on Call of Meeting of Shareholders. The Bylaws of
the Corporation provide that special meetings of shareholders can be called by
the Corporation's Board of Directors. Shareholders are not authorized in the
Certificate to call a special meeting.
Absence of Cumulative Voting. The Certificate of the Corporation does
not provide for cumulative voting. The absence of cumulative voting rights
effectively means that the holders of a majority of shares voted at a meeting of
shareholders may, if they so choose, elect all directors of the Corporation to
be elected at that meeting, thus precluding minority shareholder representation
on the Corporation's Board of Directors.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The law firm of Williams, Caliri, Miller & Otley ("WCMO"), which has
rendered an opinion as to the legality of the securities being registered,
serves as the Corporation's general counsel.
Victor C. Otley, Jr., a director and vice president of WCMO, has served
as a director of the Corporation since 1974 and as a director of the
Corporation's primary operating subsidiary, The Ramapo Bank, since 1970. From
September 1993 to March 1994, Mr. Otley served as President and Chief Executive
Officer of the Corporation and Chairman of the Board and Chief Executive Officer
of The Ramapo Bank on a temporary basis. In January 1994, Mr. Otley became
Chairman of the Board of the Corporation and continues to serve in that
capacity.
Richard S. Miller, a director and the president of WCMO, has served as
a director of the Corporation since 1974 and as a director of The Ramapo Bank
since 1970.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI(a) of the Corporation's Bylaws provides that the Corporation
shall indemnify any person who is or was an officer or director of the
Corporation, or the legal representative of any such officer or director,
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 having been a director or officer, other than a
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proceeding by or in the right of the Corporation, if:
(i) such individual 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) above. 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) above. 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 the Corporation's shareholders.
Article VI(b) provides that, provided a specific determination has been
made, or court order entered, the Corporation shall indemnify any person who is
or was a director or officer for 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, no such indemnification shall be provided
in respect of any claim, issue or matter as to which such director or officer
shall have been adjudged to be liable for negligence or misconduct, unless and
only to the extent that the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, in view
of all circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such reasonable costs, disbursements and
counsel fees as the court shall deem proper. No indemnification called for by
paragraph VI(b) 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 in paragraph VI(b). Such determination shall be in one of
the three methods referred to in paragraph (a) of Article VI.
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Article VI(c) provides that notwithstanding the requirements of
paragraph (a) and (b) of Article VI, 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 such
director or officer has been successful on the merits or otherwise in any
proceeding referred to in paragraphs (a) and (b) of Article VI or in defense of
any claim, issue or matter therein.
Article VI(d) provides that reasonable costs, 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 an undertaking by or 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 Article VI.
The indemnification provided by Article VI 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 New
Jersey law, any agreement, any vote of shareholders, or otherwise.
Article IX of the Bylaws of the Corporation's bank subsidiary, The
Ramapo Bank (the "Bank"), provides that any present or future director or
officer of the Bank, or the legal representative of any such director or
officer, shall be indemnified by the Bank against reasonable costs, expenses
(exclusive of any amount paid to the Bank in settlement), and counsel fees paid
or incurred in connection with any action, suit or proceeding to which any such
director or officer, or his legal representative, may be made a party by reason
of his being or having been such director of officer; provided (1) said
indemnification is recommended by Bank's counsel; (2) said action, suit or
proceeding shall be prosecuted against such director or officer or against his
legal representative to final determination, and it shall not be finally
adjudged in said action, suit or proceeding that he had been derelict in the
performance of his duties as such director or officer; or (3) said action, suit
or proceeding shall be settled or otherwise terminated as against such director
or officer or his legal representative without a final determination of the
merits, and it shall be determined by the Board of Directors, or the
stockholders in the event a majority of the directors are defendants in said
action, suit or proceeding,that said director or officer had not, in any
substantial way, been derelict in the performance of his duties as charged in
such action, suit or proceeding. The privilege and power conferred by such
Article IX shall be in addition to and not in restriction or limitation of any
other privilege or power which a banking corporation of the State of New Jersey
may have with respect to the indemnification or reimbursement of directors,
officers or employees.
Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA") provides that a corporation may indemnify a director, officer, employee
or agent (a "corporate agent") against expenses and
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liabilities in connection with any proceeding involving the corporate agent by
reason of his being or having been such a corporate agent, other than a
proceeding by or in the right of the corporation, if
(a) such corporate 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, such corporate agent 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 corporate agent did not meet applicable standards of
conduct.
A corporation may indemnify a corporate agent against his expenses in
connection with any proceeding or in the right of the corporation to procure a
judgment in its favor which involves the corporate agent by reason for his being
or having been such a corporate agent, 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 such proceeding, no indemnification shall be provided
in respect of any claim, issue or matter as to which such corporate agent shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all circumstances of the case, such corporate agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.
A corporation must indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or otherwise
in any proceeding referred to above or in defense of any claim, issue or matter
therein.
Such indemnification may be made by the corporation only as authorized
in a specific case upon a determination that indemnification is proper in the
circumstances because the corporate agent met the applicable standard of conduct
set forth in the NJBCA. Unless otherwise provided in the corporation's
certificate of incorporation or bylaws, such determination shall be made:
(a) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not parties to or
otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a written
opinion, such counsel to be
<PAGE> 11
designated by the board of directors; or
(c) by the shareholders if the certificate of incorporation or bylaws
or a resolution of the board of directors or of the shareholders so directs.
Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceedings as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified.
If a corporation upon application of a corporate agent has failed or
refused to provide indemnification as required or permitted under the NJBCA, the
corporate agent may apply to a court for an award of indemnification by the
corporation and such court may award indemnification to the extent authorized
under the NJBCA and shall award indemnification to the extent required under the
NJBCA notwithstanding any contrary determination which may have been made by the
board of directors, independent legal counsel or by the shareholders of the
corporation. The court may allow reasonable expenses prior to a final judgment
if the court shall find that the corporate agent has by his pleadings or during
the course of the proceeding raised genuine issues of fact or law.
Generally, no indemnification shall be made or expenses advanced by a
corporation, and none shall be ordered by a court, if such action would be
inconsistent with a provision of the certificate of incorporation, a bylaw, a
resolution of the board of directors or of the shareholders, an agreement or
other proper corporate action, in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding, which prohibits, limits or
otherwise conditions the exercise of indemnification powers by the corporation
or the rights of indemnification to which a corporate agent may be entitled.
In addition, the Corporation maintains a director and officer liability
insurance policy covering the Corporation and its subsidiaries with a maximum
aggregate limit of liability per annual policy period of $2.5 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are being filed with this Registration
Statement:
4.1 Restated Certificate of Incorporation. (Incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, filed April 22,
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1994, as subsequently amended (Registration No. 33-78066).)
4.2 Bylaws. (Incorporated by reference for Exhibit 3b to the
Registrant's Registration Statement on Form S-1 filed with the
SEC on June 10, 1985 (Registration No. 2-98280), Exhibit 28(a)
to the Registrant's Form 8-K dated June 20, 1985 and Exhibit
10.1 to the Registrant's Form 8-K dated February 27, 1991.)
5.1 Opinion of Williams, Caliri, Miller & Otley, a Professional
Corporation, as to the legality of the securities being
registered.
23.1 Consent of Williams, Caliri, Miller & Otley, a Professional
Corporation (included in Exhibit 5.l).
23.2 Consent of Arthur Andersen, L.L.P.
25.1 Power of Attorney of Certain Directors and Officers (included
on signature page of this Registration Statement).
99.1 Ramapo Financial Corporation 1995 Employee Stock Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above 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
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reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer 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 the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of Wayne, State of New Jersey, on August 22,
1995.
<PAGE> 14
RAMAPO FINANCIAL CORPORATION
By: /s/ Mortimer J. O'Shea
-------------------------------
Mortimer J. O'Shea, President,
Chief Executive Officer and
Director
We, the undersigned directors and officers of Ramapo Financial
Corporation, do hereby jointly and severally appoint Mortimer J. O'Shea our true
and lawful attorney and agent, to do any and all acts and things in our names
and on our behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities indicated below,
which said attorney and agent may deem necessary or advisable to enable Ramapo
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form S-8,
including specifically but without limitation, power of authority to sign for us
or any of us, in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) and supplements hereto, and we
do each hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: August 22, 1995
---------------------
/s/ Erwin D. Knauer
----------------------------
ERWIN D. KNAUER, Senior Vice
President and Director
Date: August 22, 1995
---------------------
/s/ Richard S. Miller
----------------------------
RICHARD S. MILLER, Director
Date: August 22, 1995
---------------------
/s/ Mortimer J. O'Shea
----------------------------
MORTIMER J. O'SHEA, President
Chief Executive Officer
and Director
<PAGE> 15
Date: August 22, 1995
----------------------
/s/ Louis S. Miller
--------------------------------
LOUIS S. MILLER, Director
Date: August 22, 1995
----------------------
/s/ Paul L. Starman
--------------------------------
PAUL L. STARMAN, Senior Credit
Officer
Date: August 22, 1995
----------------------
/s/ Walter A. Wojcik, Jr.
--------------------------------
WALTER A. WOJCIK, JR., Treasurer
<PAGE> 16
EXHIBIT INDEX
The documents listed below are being filed as Exhibits to the within
Registration Statement on Form S-8.
<TABLE>
<CAPTION>
Number Title
------ -----
<S> <C>
5.1 Opinion of Williams, Caliri, Miller & Otley,
a Professional Corporation, as to the legality
of the securities being registered
23.2 Consent of Arthur Andersen, L.L.P.
99.1 Ramapo Financial Corporation 1995 Employee
Stock Option Plan
</TABLE>
<PAGE> 1
[WILLIAMS, CALIRI, MILLER & OTLEY LETTERHEAD]
August 22, 1995
Ramapo Financial Corporation
64 Mountain View Boulevard
Wayne, NJ 07470
Gentlemen:
We have acted as counsel to Ramapo Financial Corporation, a New Jersey
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 to be filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, covering the registration of 750,000 shares of
the Company's Common Stock, par value $1.00 per share, issuable upon the
exercise of stock options issued under the Ramapo Financial Corporation 1995
Employee Stock Option Plan (the "Plan").
We have examined such documents and instruments and satisfied ourselves
as to such other matters as we deemed necessary for the purposes of this
opinion.
The shares of Common Stock issuable under the Plan on or after the
effective date of the Registration Statement, when issued against payment as
provided in the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement.
Very truly yours,
WILLIAMS, CALIRI, MILLER & OTLEY
A Professional Corporation
By: /s/ Stuart M. Geschwind
----------------------------
Stuart M. Geschwind
SMG/PK
File no. 7847-35
<PAGE> 1
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Ramapo Financial Corporation
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1995
and to all references to our Firm included in this Registration Statement on
Form S-8.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 21, 1995
<PAGE> 1
RAMAPO FINANCIAL CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
ARTICLE I. PURPOSES
The purposes of the 1995 Employee Stock Option Plan are (i) to
attract and retain highly-qualified employees, (ii) to align employee and
stockholder long-term interests by creating a direct link between compensation
and stockholder return, (iii) to enable employees of Ramapo Financial
Corporation (the "Corporation") and its Subsidiaries to develop and maintain
stock ownership positions in the Corporation, and (iv) to provide incentives to
such employees to contribute to the success of the Corporation. To achieve these
objectives, the Plan provides for the granting of "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, and nonqualified stock options.
ARTICLE II. DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below:
"AFFILIATE" shall mean the Corporation or a Subsidiary.
"BOARD" shall mean the Board of Directors of the Corporation.
"CAUSE" shall mean (i) the conviction of the Participant of a felony by a court
of competent jurisdiction, (ii) the indictment of the Participant by a state or
Federal grand jury of competent jurisdiction for embezzlement or
misappropriation of funds of an Affiliate or for any act of dishonesty or lack
of fidelity towards an Affiliate, (iii) the written confession by the
Participant of any act of dishonesty towards an Affiliate or any embezzlement or
misappropriation of an Affiliate's funds, or (iv) willful or gross neglect of
the duties for which the Participant was responsible, all as the Board of
Directors of the Corporation, in its sole discretion, may determine.
"CHANGE IN CONTROL" shall mean the occurrence of one or more of the following
events: (i) the Corporation acquires actual knowledge that any person (as such
term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than
an Affiliate is or becomes the beneficial owner (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Corporation
representing more than 25% of the combined voting power of the Corporation's
then outstanding securities, (ii) the first purchase of Common
1
<PAGE> 2
Stock pursuant to a tender or exchange offer (other than a tender or exchange
offer made by an Affiliate), (iii) the approval by the Corporation's
stockholders of (a) a merger or consolidation of the Corporation with or into
another corporation (other than a merger or consolidation in which the
Corporation is the surviving corporation and which does not result in any
reclassification or reorganization of the Corporation's then outstanding shares
of Common Stock or a change in the Corporation's directors, other than the
addition of not more than three directors), (b) a sale or disposition of all or
substantially all of the Corporation's assets, or (c) a plan of liquidation or
dissolution of the Corporation, (iv) during any period of two consecutive
calendar years, individuals who at the beginning of such period constitute the
Board of Directors of the Corporation cease for any reason to constitute at
least two-thirds thereof, unless the election or nomination for the election by
the Corporation's stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period, or (v) a sale of (a) Common Stock of the Corporation if
after such sale any person (as defined above) other than an Affiliate owns a
majority of the Corporation's Common Stock or (b) all or substantially all of
the Corporation's assets (other than in the ordinary course of business).
"CODE" shall mean the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.).
"COMMITTEE" shall mean the committee consisting of at least three (3) directors
of the Corporation appointed by the Board to administer the Plan pursuant to the
provisions of Article III of the Plan.
"COMMON STOCK" shall mean the common stock of the Corporation, par value $1.00
per share.
"DISABILITY" shall mean permanent and total disability as defined by the
Corporation's employee welfare benefit plan offering a long term disability
benefit, or, if no such benefit is offered, as defined by Section 105(d)(4) of
the Code.
"EMPLOYEE" shall mean a common law employee (as defined in accordance with the
regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of an Affiliate.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
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<PAGE> 3
"INCENTIVE OPTION" shall mean an Option whose terms satisfy the requirements
imposed by Section 422 of the Code and which is intended by the Committee to be
treated as an Incentive Option.
"NONQUALIFIED OPTION" shall mean either (i) any Option which, when granted, is
not an Incentive Option, and (ii) an Incentive Option which, subsequent to its
grant, ceases to qualify as an Incentive Option because of a failure to satisfy
the requirements of Section 422(b) of the Code.
"OPTION" shall mean a right to purchase Common Stock which is awarded in
accordance with the terms of this Plan.
"PARTICIPANT" shall mean an Employee who has been granted an Option under the
Plan.
"PLAN" shall mean the Ramapo Financial Corporation 1995 Employee Stock Option
Plan, as may be amended from time to time.
"RETIREMENT" shall mean any normal or early retirement by a Participant pursuant
to the terms of any pension, profit sharing or 401(k) plan, or policy of the
Corporation or any Subsidiary which is applicable to such Participant at the
time of his Termination of Service.
"SECRETARY" shall mean the corporate secretary of the Corporation.
"SECURITIES ACT" shall mean the Securities Act of 1933.
"SHARES" shall mean shares of Common Stock.
"SUBSIDIARY(IES)" shall mean any corporation or other legal entity, domestic or
foreign, more than 50% of the voting power of which is owned or controlled,
directly or indirectly by the Corporation.
"TERMINATE (TERMINATION OF) SERVICE (OR TERMINATION)" shall mean the time at
which the Participant ceases to provide services to an Affiliate as an Employee,
but shall not include a lapse in providing services which the Committee
determines to be a temporary leave of absence.
ARTICLE III. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") of the Board, which shall consist of all members of the Board who
qualify as both: (i) a "disinterested person" within the meaning of the rules
promulgated under Section 16(b) of the Exchange Act, and (ii) an "outside
director" within the meaning of Section
3
<PAGE> 4
162(m) of the Code. The Committee shall hold meetings at such times as may be
necessary for the proper administration of the Plan and shall keep minutes of
its meetings. A majority of the Committee shall constitute a quorum and a
majority of the quorum may authorize any action. No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or any Option granted pursuant thereto.
All members of the Committee shall be indemnified by the Corporation with
respect to any such action, determination or interpretation to the fullest
extent permitted by law.
Subject to the provisions of the Plan, the Committee shall
have sole authority, in its absolute discretion: (i) to determine which eligible
Employees shall be granted Options; (ii) to grant Options; (iii) to determine
the times when Options may be granted and the number of Shares that may be
purchased pursuant to such Options; (iv) to determine the exercise price of the
Shares subject to each Option, which price shall be not less than the minimum
specified in Section 6.1; (v) to determine the time or times when each Option
becomes exercisable, the duration of the exercise period, and any other
restrictions on the exercise of Options issued hereunder; (vi) to prescribe the
form or forms of the Option agreements under the Plan; (vii) to determine the
circumstances under which the time for exercising Options should be accelerated
and to accelerate the time for exercising outstanding Options; (viii) to
determine the duration and purposes for leaves of absence which may be granted
to a Participant without constituting a Termination of Service for purposes of
the Plan; (ix) to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan; and (x) to construe
and interpret the Plan, the rules and regulations and the Option agreements
under the Plan, and to make all other determinations deemed necessary or
advisable for the administration of the Plan; provided, however, that with
respect to those eligible Employees who are not "officers" of the Corporation,
within the meaning of Section 16(b) of the Exchange Act, the Committee may
delegate to any person or persons ("Subcommittee") all or any part of its
authority as set forth in (i) through (x) above. All references in the Plan to
the powers of a Subcommittee to act for the Committee shall be applicable only
to the extent consistent with the forgoing provision and only to the extent
consistent with the powers which have actually been delegated to it. All
decisions, determinations and interpretations of the Committee, or Subcommittee,
to the extent consistent with such delegation, shall be final and binding.
The provisions of this Article III shall survive any termination of the Plan.
4
<PAGE> 5
ARTICLE IV. SHARES SUBJECT TO PLAN
The maximum number of Shares that may be made subject to
Options granted pursuant to the Plan is 750,000 (or the number and kind of
Shares or other securities which are substituted for those Shares or to which
those Shares are adjusted pursuant to the provisions of Article VIII of the
Plan). The Corporation shall reserve such number of Shares for the purposes of
the Plan out of its authorized but unissued shares, or out of Shares held in the
Corporation's treasury, or partly out of each, as shall be determined by the
Board. No fractional Shares shall be issued with respect to Options granted
under the Plan.
In the event that any outstanding Option under the Plan for
any reason expires, is terminated, forfeited or is canceled prior to the
expiration date of the Plan, the Shares called for by the unexercised portion of
such Option may, to the extent permitted by Rule 16b-3 under the Exchange Act,
again be subject to an Option under the Plan.
ARTICLE V. ELIGIBILITY FOR AWARD OF OPTIONS
All officers and other Employees of one or more of the
Affiliates shall be eligible to receive Options under the Plan. Non-employee
directors shall not be eligible to participate in the Plan. However, a person
who otherwise is an eligible officer or Employee shall not be disqualified from
participation in the Plan by virtue of being a director of the Corporation or
any Subsidiary.
ARTICLE VI. GRANT OF OPTIONS
The Committee or Subcommittee may in its sole discretion grant
Options to such Employees as it determines appropriate consistent with Article
V. Options shall be evidenced by Option agreements (which need not be identical)
in such forms as the Committee may from time to time approve.
Option agreements shall conform to the terms and conditions of
the Plan. Such agreements may provide that the grant of any Option under the
Plan, or that Stock acquired pursuant to the exercise of any Option, shall be
subject to such other conditions (whether or not applicable to the Option or
Stock received by any other optionee) as the Committee determines appropriate,
including, without limitation, provisions conditioning exercise upon the
occurrence of certain events or performance or the passage of time, provisions
to assist the optionee in financing the
5
<PAGE> 6
purchase of Stock through the exercise of Options, provisions for forfeiture, or
restrictions on resale or other disposition, of shares acquired under the Plan,
provisions giving the Corporation the right to repurchase shares acquired under
the Plan in the event the Participant elects to dispose of such shares, and
provisions to comply with federal and state securities laws and federal and
state income tax and other payroll tax withholding requirements. Options granted
under this Plan which are intended to qualify as Incentive Options shall be
specifically designated as such in the Option agreement.
6.1 OPTION PRICE. The exercise price for each Option granted under the Plan
shall be determined by the Committee or Subcommittee; provided, however, that it
shall not be less than the fair market value of the Stock on the date of grant.
The fair market value shall be determined for all purposes of the Plan as
follows: (A) if the shares are admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") or other comparable
quotation system and have been designated as a National Market System ("NMS")
security, fair market value on any date shall be the last sale price reported
for the shares on such system on such date or on the last day preceding such
date on which a sale was reported, (B) if the shares are admitted to quotation
on NASDAQ and have not been designated an NMS security, fair market value on any
date shall be the average of the highest bid and lowest asked prices of the
shares on such system on such date, or (C) if the shares are admitted to trading
on a national securities exchange, fair market value on any date shall be the
last sale price reported for the shares on such exchange on such date or on the
last date preceding such date on which a sale was reported.
6.2 EXERCISABILITY AND TERMS OF OPTIONS. The Committee or Subcommittee shall,
subject to the terms of the Plan, determine the dates after which Options may be
exercised, in whole or in part, and may establish a vesting schedule that must
be satisfied before Options may be exercised; provided, however, that no Option
may be exercisable within six months of the date it is granted, other than in
the event of an acceleration as provided in Section 6.3. An Option may provide
that if it is exercisable in installments, installments which are exercisable
and not exercised shall remain exercisable during the term of the Option.
All Options shall have a term of no more than ten years from
the date of grant. Upon the Termination of Service of a Participant due to (i)
voluntary resignation or involuntary dismissal without Cause, or (ii)
Retirement, Options that have not become exercisable before the date the
Participant Terminates Service shall be forfeited and terminated immediately.
The Participant may exercise an
6
<PAGE> 7
Option to the extent it was exercisable by him on the date immediately preceding
such Termination within the lesser of (i) one month from the date of Termination
(six months from the date of Termination in the case of Retirement), or (ii) the
balance of the stated term of the Option. If a Participant shall be terminated
with Cause, all Options granted to such Participant that have not been exercised
prior to such Termination for Cause shall, whether or not exercisable, be
forfeited immediately upon such Termination.
6.3 ACCELERATED VESTING AND EXERCISE OF STOCK OPTIONS. If a Participant shall
Terminate Service by reason of his death or Disability, all Options granted to
such Participant that have not become exercisable on or before the date of such
Termination shall immediately become exercisable. All options held by such
Participant may be exercised by the Participant, his estate or beneficiary, or
his representative, as the case may be, for a period of one year from the date
of such Termination, or until the expiration of the stated term of such Option,
whichever period is shorter.
Notwithstanding the provisions of Section 6.2, in the event of
a Change In Control, any Option granted under the Plan to a Participant which
has not, as of the date of the Change In Control, become exercisable shall
become fully exercisable.
6.4 NONTRANSFERABILITY OF OPTION RIGHTS. No Option shall be transferable except
by will or the laws of descent and distribution. During the lifetime of the
Participant, the Option shall be exercisable only by him. The Committee may,
however, in its sole discretion, allow for transfers of Nonqualified Options to
family members, subject to such conditions or limitations as it may establish to
ensure compliance with Rule 16b-3 promulgated pursuant to the Exchange Act, or
for other purposes.
6.5 NO OBLIGATION TO EXERCISE OPTION. The grant of an Option shall impose no
obligation on the Participant to exercise such Option.
6.6 CANCELLATION OF OPTIONS. The Committee, or Subcommittee, in its discretion,
may, with the consent of any Participant, cancel any outstanding Option.
6.7. NO RIGHTS AS A STOCKHOLDER. A Participant or a transferee of an Option
shall have no rights as a stockholder with respect to any Share covered by his
Option until he shall have become the holder of record of such Share, and he
shall not be entitled to any dividends or distributions or other rights in
respect of such Share for which the record date is prior to the date on which he
shall have become the holder of record thereof.
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<PAGE> 8
6.8 SPECIAL PROVISIONS APPLICABLE TO INCENTIVE OPTIONS. To the extent the
aggregate fair market value (determined as of the time the Option is granted) of
the Stock with respect to which any Options granted hereunder which are intended
to be Incentive Options may be exercisable for the first time by the Participant
in any calendar year (under this Plan or any other stock option plan of the
Corporation or any parent or Subsidiary thereof) exceeds $100,000, such Options
shall not be considered Incentive Options.
No Incentive Option may be granted to an individual who, at
the time the Option is granted, owns directly, or indirectly within the meaning
of Section 424(d) of the Code, stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Corporation or of any
parent or Subsidiary thereof, unless such Option (i) has an exercise price of at
least 110 percent of the fair market value of the Stock on the date of the grant
of such option; and (ii) cannot be exercised more than five years after the date
it is granted.
Each Participant who receives an Incentive Option must agree
to notify the Corporation in writing immediately after the Participant makes a
disqualifying disposition of any Stock acquired pursuant to the exercise of an
Incentive Option. A disqualifying disposition is any disposition (including any
sale) of such Stock before the later of (i) two years after the date the
optionee was granted the Incentive Option or (ii) one year after the date the
Participant acquired Stock by exercising the Incentive Option. Any transfer of
ownership to a broker or nominee shall be deemed to be a disposition unless the
Participant provides proof satisfactory to the Committee of his continued
beneficial ownership of the Stock.
Any other provision of the Plan to the contrary
notwithstanding, no Incentive Option shall be granted after the date which is
ten years from the date this Plan is adopted, or the date the Plan is approved
by the stockholders, whichever is earlier.
ARTICLE VII. EXERCISE OF OPTION
Any Option may be exercised in whole or in part at any time
subsequent to such Option becoming exercisable during the term of such Option;
provided, however, that each partial exercise shall be for whole Shares only.
Each Option, or any exercisable portion thereof, may only be exercised by
delivery to the Secretary or his office of (i) notice in writing signed by the
Participant (or other person then entitled to exercise such Option) that such
Option, or a specified portion thereof, is being exercised; (ii)
8
<PAGE> 9
payment in full for the purchased Shares (as specified in Section 7.2 below);
(iii) such representations and documents as are necessary or advisable to effect
compliance with all applicable provisions of Federal or state securities laws or
regulations; (iv) in the event that the Option or portion thereof shall be
exercised pursuant to Section 6.3 or 6.4 by any person or persons other than the
Participant, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof; and (v) full payment to the Corporation
of all amounts which, under federal or state law, it is required to withhold
upon exercise of the Option (as specified in Section 7.3 below).
7.1 SHARE CERTIFICATES. Upon receiving notice and payment, the Corporation will
cause to be delivered to the Participant, as soon as practicable, a certificate
in the Participant's name for the Shares purchased. The Shares issuable and
deliverable upon the exercise of a Stock Option shall be fully paid and
non-assessable. The Corporation shall not be required to issue or deliver any
certificate or certificates for Shares purchased upon the complete or partial
exercise of the Stock Option prior to fulfillment of (i) the completion of any
registration or other qualification of such Shares under any federal or state
law or under rulings or regulations of the Securities and Exchange Commission or
of any other governmental regulatory body which may be necessary or advisable;
and (ii) the obtaining of any approval or other clearance from any federal or
state governmental agency which may be necessary or advisable.
7.2 PAYMENT FOR SHARES. Payment for Shares purchased under an Option granted
hereunder shall be made in full upon exercise of the Option, by certified or
bank cashier's check payable to the order of the Corporation or, unless
otherwise prohibited by the terms of an Option agreement, by one or more of the
following: (i) in the form of Shares already owned by the Participant based in
any such instance on the fair market value of the Stock on the date the Option
is exercised, determined as provided in Section 6.1 above; provided, however,
that, in the case of an Incentive Option, the right to make a payment in the
form of already owned Shares may be authorized only at the time the Option is
granted; (ii) by a combination thereof, in each case in the manner provided in
the Option agreement; or (iii) by any other means acceptable to the Corporation.
To the extent the Option exercise price may be paid in Shares as provided above,
Shares delivered by the Participant may be (i) shares which were received by the
Participant upon exercise of one or more Incentive Options, but only if such
Shares have been held by the Participant for at least the greater of (a) two
years from the date the Incentive Options were granted or (b) one year after the
transfer of Shares to the Participant, or (ii) shares which were received by the
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<PAGE> 10
Participant upon exercise of one or more Nonqualified Options, but only if such
Shares have been held by the Participant for at least six months.
7.3 SHARE WITHHOLDING. The Committee shall require that a Participant pay to the
Corporation, at the time of exercise of a Nonqualified Option, such amount as
the Committee deems necessary to satisfy the Corporation's obligation to
withhold federal or state income or other taxes incurred by reason of the
exercise or the transfer of Shares thereupon. A Participant may satisfy such
withholding requirements by having the Corporation withhold from the number of
Shares otherwise issuable upon exercise of the Option that number of shares
having an aggregate fair market value on the date of exercise equal to the
minimum amount required by law to be withheld; provided, however, that in the
case of an exercise by a Participant subject to Section 16(b) of the Exchange
Act, the Participant must (i) exercise the Option during the period beginning on
the third business day following the date of release to the press of the
quarterly or annual summary of earnings for the Corporation, and ending on the
twelfth business day following such date, or (ii) irrevocably elect to utilize
Share withholding at least six months prior to the date of exercise.
ARTICLE VIII. ADJUSTMENT FOR RECAPITALIZATION, ETC.
The aggregate number of Shares which may be purchased pursuant
to Options granted, the number of Shares covered by each outstanding Option, and
the price per share thereof in each such Option shall be appropriately adjusted
for any increase or decrease in the number of outstanding Shares resulting from
a stock split or other subdivision or consolidation of Shares or for other
capital adjustments or payments of stock dividends or distributions, other
increases or decreases in the outstanding Shares effected without receipt of
consideration by the Corporation, or reorganization, merger or consolidation, or
other similar change affecting the Shares.
Such adjustment to an Option shall be made without a change to
the total price applicable to the unexercised portion of the Option (except for
any change in the aggregate price resulting from rounding-off of Share
quantities or prices). Any such adjustment made by the Committee shall be final
and binding upon all Participants, the Corporation, their representatives, and
all other interested persons. No fractional Shares shall be issued as a result
of such adjustment.
In the event of a transaction involving (i) the liquidation or
dissolution of the Corporation, (ii) a merger or consolidation in which the
Corporation is not the
10
<PAGE> 11
surviving corporation or (iii) the sale or disposition of all or substantially
all of the Corporation's assets, provision shall be made in connection with such
transaction for the assumption of Options theretofore granted under the Plan, or
the substitution for such Options of new options of the successor corporation,
with appropriate adjustment as to the number and kind of Shares and the purchase
price for Shares thereunder, or, in the discretion of the Committee, the Plan
and the Options issued hereunder shall terminate on the effective date of such
transaction if appropriate provision is made for payment to the Participant of
an amount in cash equal to the fair market value of a Share multiplied by the
number of Shares subject to the Options (to the extent such Options have not
been exercised) less the exercise price for such Options (to the extent such
Options have not been exercised); provided, however, that in no event shall the
Committee take any action or make any determination under this Article VIII
which would prevent a transaction described in clause (ii) or (iii) above from
being treated as a pooling of interests under generally accepted accounting
principles.
ARTICLE IX. GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES
The Plan, and the grant and exercise of Options thereunder,
and the Corporation'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.
Each Option is subject to the requirement that if, at any
time, the Committee determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or NASDAQ or under any state or federal law,
or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Shares, no
Shares shall be issued, in whole or in part, unless such listing, registration,
qualification, consent or approval has been effected or obtained, free of any
conditions not acceptable to the Committee. The Corporation shall not be deemed,
by reason of the granting of any Option, to have any obligation to register the
Shares subject to such Option under the Securities Act or to maintain in effect
any registration of such Shares which may be made at any time under the
Securities Act.
Unless a registration statement under the Securities Act and
the applicable rules and regulations thereunder is then in effect with respect
to Shares issued
11
<PAGE> 12
upon exercise of any Option (which registration shall not be required), the
Corporation 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
Corporation may require, as a condition precedent to the exercise of any Option,
that the person exercising the Option give to the Corporation written
representation and undertaking, satisfactory in form and substance to the
Corporation, that he is acquiring the Shares for his own account for investment
and not with a view to the distribution or resale thereof and otherwise
establish to the Corporation'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 Securities Act or any similar state act or statute or any
rules or regulations thereunder. In the event a Registration Statement under the
Securities Act is not then in effect with respect to the Shares issued upon
exercise of an Option, the Corporation shall place upon any stock certificate an
appropriate legend referring to the restrictions on disposition under the Act.
The Corporation is relieved from any liability for the
nonissuance or non-transfer or any delay in issuance or transfer of any Shares
subject to Options under the Plan which results from the inability of the
Corporation to obtain, or in any delay in obtaining, from any regulatory body
having jurisdiction, all requisite authority to issue or transfer Shares upon
exercise of the Options under the Plan if counsel for the Corporation deems such
authority necessary for lawful issuance or transfer of any such Shares.
Appropriate legends may be placed on the stock certificates evidencing Shares
issued upon exercise of Options to reflect such transfer restrictions.
ARTICLE X. OTHER PROVISIONS
The validity, interpretation and administration of the Plan
and any rules, regulations, determinations or decisions made thereunder, and the
rights of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of New Jersey.
As used herein, the masculine gender shall include the
feminine gender.
The headings in the Plan are for reference purposes only and
shall not affect the meaning or interpretation of the Plan.
All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be
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sufficiently made or given if hand-delivered or mailed by certified mail,
addressed to any Participant at the address contained in the records of the
Corporation or to the Corporation at its principal office.
The proceeds received from the sale of Shares pursuant to the
Plan shall be used for general corporate purposes.
Nothing in the Plan or in any Option granted hereunder shall
confer on any Participant or eligible Employee any right to continue in the
employ of the Corporation or any of its Subsidiaries, or to interfere in any way
with the right of the Corporation or any of its Subsidiaries to terminate such
Participant's or Employee's employment at any time.
The Plan is intended to comply with Rule 16b-3 promulgated
under the Exchange Act, and the Committee shall interpret and administer the
provisions of the Plan or any Option in a manner consistent therewith. Any
provisions inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan.
All expenses and costs incurred in connection with the
operation of the Plan shall be borne by the Corporation.
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Affiliates, or any of them.
Nothing in this Plan shall be construed to limit the right of any Affiliate (i)
to establish, alter or terminate any other forms of incentives, benefits or
compensation for Employees, including, without limitation, conditioning the
right to receive other incentives, benefits or compensation on an Employee not
participating in this Plan; or (ii) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including,
without limitation, the grant or assumption of stock options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock, or assets of any corporation, firm or association.
Participants shall have no rights as shareholders unless and
until certificates for Shares are registered in their names in satisfaction of a
properly exercised Option.
If the Committee or Subcommittee shall find that any person to
whom any amount is payable under the Plan is unable to care for his affairs
because of illness or accident, or is a minor, or has died, then any payment due
to such person or his estate (unless a prior claim therefore has been made by a
duly appointed legal representative), may, if the Committee or Subcommittee so
directs the
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Corporation, be paid to his spouse, child, relative, an institution maintaining
or having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such person otherwise entitled to payment.
Any such payment shall be a complete discharge of the liability of the Committee
and the Corporation therefore.
ARTICLE XI. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN
The Plan is effective as of such date as it is approved by the
stockholders of the Corporation in a manner which complies with Rule 16b-3 under
the Exchange Act and Section 422 of the Code and applicable state law. The
expiration date of the Plan, after which no Option may be granted hereunder,
shall be ten years from such effective date.
ARTICLE XII. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board may, without the consent of the Corporation's
stockholders or Participants under the Plan, at any time terminate the Plan
entirely, and at any time or from time to time amend or modify the Plan,
provided that no such action shall adversely affect Options theretofore granted
hereunder without the Participant's consent, and provided further that no such
action by the Board, without approval of the stockholders, may (i) materially
increase the total number of Shares which may be purchased or acquired pursuant
to Options granted under the Plan, either in the aggregate or for any
Participant or eligible Employee, except as contemplated in Article VIII; (ii)
expand the class of employees eligible to receive Options under the Plan; (iii)
decrease the minimum Option price; (iv) extend the maximum term of Options
granted hereunder; (v) extend the term of the Plan; or (vi) take any other
action requiring stockholder approval under Rule 16b-3 under the Exchange Act.
No amendment or modification may become effective if it would cause the Plan to
fail to meet the applicable requirements of Rule 16b-3.
ARTICLE XIII. SHAREHOLDER APPROVAL
Anything in the Plan to the contrary notwithstanding, the
grant of Options hereunder shall be of no force or effect, and no Option granted
hereunder shall vest or become exercisable in any respect, unless and until the
Plan is approved by the affirmative vote of the holders of a majority of the
Shares present, or represented, and entitled to vote at a meeting of the
shareholders of the Corporation duly held in accordance with the laws of New
Jersey.
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As adopted by the Board of Directors of Ramapo Financial
Corporation on March 16, 1995.
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