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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 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(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 200,000 sh. $3.91* $782,000* $269.65*
--------------------------------------------------------------------------------
</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 not have
any preemptive rights with respect to any shares issued by
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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 dividend
(other than stock dividends) may be declared or paid or any
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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 desire to participate
in such a transaction may not have an
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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 transactions or combination of
transactions, or if a shareholder or
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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 increase, thereby
making it more difficult for the shareholders to
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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.
As Directors of Ramapo Financial Corporation, Mr. Otley and Mr. Miller
have each received options to purchase 15,000 shares of the Common Stock of the
Corporation pursuant to the Ramapo Financial Corporation 1995 Stock Option Plan
for Employee Directors and may receive additional options in the future. All
grants of options under said plan are pursuant to formulas based solely on
objective criteria.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI(a) of the Corporation's Bylaws provides that the
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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
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
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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.
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
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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 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:
<PAGE> 11
(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 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.
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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,
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 Stock Option Plan
for Nonemployee Directors.
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
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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 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
<PAGE> 14
undersigned, thereunto duly authorized, in the Municipality of Wayne, State of
New Jersey, on August 22, 1995.
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
<PAGE> 15
Date: August 22, 1995
/s/ Mortimer J. O'Shea
------------------------------------
Mortimer J. O'Shea, President
Chief Executive Officer
and Director
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.
Number Title
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 Stock Option Plan for
Nonemployee Directors
<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 200,000 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
Stock Option Plan for Nonemployee Directors (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
<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 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
ARTICLE I. PURPOSES
The Ramapo Financial Corporation 1995 Stock Option Plan For
Nonemployee Directors (the "Plan") is hereby established to advance the
interests of Ramapo Financial Corporation (the "Corporation") and its
shareholders by providing Nonemployee Directors of the Corporation and its
Subsidiaries with an equity interest in the Corporation. The Plan will enhance
the ability of the Corporation (i) to attract, retain and motivate members of
its Board of Directors and directors of its subsidiaries and (ii) to provide
additional incentive to such directors by encouraging them to invest in shares
of the Corporation's common stock and thereby acquire a proprietary interest in
the Corporation and an increased personal interest in the Corporation's
continued success and progress, to the mutual benefit of directors, employees
and shareholders.
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, or of any
Subsidiary of the Corporation. "The Board" shall, unless the context indicates
otherwise, mean the Board of Directors of the Corporation.
"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 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
1
<PAGE> 2
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).
"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 in 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.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
"NONEMPLOYEE DIRECTOR" shall mean a member of the Board of any Affiliate who is
not a common law employee (as defined in accordance with the regulations and
Revenue Rulings then applicable under Section 3401(c) of the Code) of the
Corporation or any Subsidiary on the date such member is granted an Option or at
any time during the preceding 12 month period.
"OPTION" shall mean a right to purchase Common Stock which is awarded in
accordance with the terms of this Plan.
"PARTICIPANT" shall mean a Nonemployee Director who has been granted an Option
under the Plan.
"PLAN" shall mean the Ramapo Financial Corporation 1995 Stock Option Plan for
Nonemployee Directors, as may be amended from time to time.
"RETIREMENT DATE" shall mean the date on which a Nonemployee Director is
required to resign from, or is required to forego reelection to, the Board as a
result of mandatory retirement provisions applicable to such Nonemployee
Director. "Retirement" shall mean a Nonemployee Director's resignation from, or
the act
2
<PAGE> 3
of foregoing election to, the Board as a result of any such mandatory retirement
provision.
"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 the Corporation in any
capacity, including, but not limited to, services as a director or as a common
law employee, but shall not include a lapse in providing services which the
Committee determines to be a temporary leave of absence.
"YEAR(S) OF SERVICE" shall mean any calendar year during which the applicable
person served as a director of the Corporation for at least seven months.
ARTICLE III. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Corporation, which shall hold meetings at such times as may be necessary for
the proper administration of the Plan. The Board shall keep minutes of its
meetings. A majority of the Board shall constitute a quorum and a majority of
the quorum may authorize any action. No member of the Board 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
Board 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 express terms and conditions set forth herein,
the Board shall have the power from time to time:
a) to construe and interpret the Plan and the Options granted
thereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to,
correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Option, in the manner and to the
extent it shall deem necessary or advisable to make the Plan fully
effective; provided, however, that the Board shall have no discretion
with respect to designating (i) the recipient of an Option, (ii) the
number of shares of Common Stock that
3
<PAGE> 4
are subject to an Option, (iii) the exercise price for an Option, or
(iv) the timing of Option awards. All decisions and determinations by
the Board in the exercise of this power shall be final and binding upon
the Corporation, its Subsidiaries and the Participants;
b) 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; and
c) generally, to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interests of the
Corporation with respect to the Plan.
ARTICLE IV. SHARES SUBJECT TO PLAN
The maximum number of Shares that may be made subject to Stock
Options granted pursuant to the Plan is 200,000 (or the number and kind of
shares of stock 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 of Common Stock 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 AND GRANTS OF OPTIONS
5.1 YEARS OF SERVICE OPTIONS. Following the approval of this Plan by the
Corporation's shareholders pursuant to Article XIII hereof, each person who was
a Nonemployee Director of one or more Affiliates as of the date of such approval
and who will continue as a director after the date of the shareholder meeting at
which such approval is granted shall be granted an Option subject to the
provisions of Article VI hereof. The number of Shares subject to each such
Option shall be determined by reference to each eligible director's completed
Years of Service with the Corporation and/or its Affiliates, as follows:
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES
YEARS OF SERVICE SUBJECT TO OPTION
---------------- -----------------
<S> <C>
at least three, but less than ten 5,000
at least ten, but less than fifteen 10,000
at least fifteen 15,000
</TABLE>
5.2 ANNUAL GRANT OPTION. Commencing in 1996, each person who is a Nonemployee
Director of one or more Affiliates as of the date of the annual meeting of the
shareholders of the Corporation and who will continue as a director after such
date shall automatically be granted an Option to purchase 1,800 shares of the
Corporation's Common Stock; provided, however, that (i) no Nonemployee Director
of the Corporation or any Subsidiary shall receive an Option or Options pursuant
to this Section 5.2 to purchase more than 1,800 shares of Common Stock in any
calendar year regardless of the number of Boards of Directors of the Affiliates
on which he serves as a director or to which he is elected or reelected, and
(ii) the maximum number of shares as to which Options may be granted to any
Nonemployee Director under this plan shall be 35,000 shares.
The grant of any Options shall be evidenced by a written
Option contract, in a form determined by the Board, executed by the Corporation
and the Participant. The Option contract shall state the number of Shares that
are subject to the Option evidenced thereby, the other essential terms of the
Option determined in accordance with Article VI hereof, and other terms, as the
Board may deem appropriate, that are not inconsistent with requirements of this
Plan.
ARTICLE VI. TERMS AND CONDITIONS
6.1 OPTION PRICE. The exercise price for each Option granted under the Plan
shall be the fair market value of the Common 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.
5
<PAGE> 6
6.2 EXERCISABILITY AND TERMS OF OPTIONS. Options granted pursuant to Section 5.1
shall be exercisable in their entirety six months after the date such Options
are granted, subject to acceleration pursuant to Section 6.3. The following
provisions shall apply with respect to the exercise of Options, granted pursuant
to Section 5.2, subject in all cases to acceleration pursuant to Section 6.3:
(a) until six months after the grant of the Option, such
Option shall not be exercisable; and
(b) from the first day of the seventh month after the grant of
the Option to the end of the eighteenth month after such grant, such Option may
only be exercised as to up to 50% of the shares of Common Stock covered thereby;
and
(c) an Option may be exercised in its entirety or as to any
portion thereof at any time on or after the first day of the nineteenth month
after such grant, until the term of such Option expires or otherwise ends.
Installments which become 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; provided, however, that, except as provided in Section 6.3
hereof, upon the Termination of Service of a Participant, Options that have not
become exercisable before the date the Participant Terminates Service shall be
forfeited and terminated immediately. The Participant may exercise an Option to
the extent it was exercisable by him on the date immediately preceding such
Termination within the lesser of one month from the date of Termination, or the
balance of the stated term of the Option.
Without limiting the foregoing, no Option shall be exercisable
after the date of termination, if the Termination of Service is by the
Corporation or any Subsidiary for Cause. For purposes of this Plan, "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 any Affiliate, or for any act of dishonesty or lack
of fidelity towards any 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.
6.3 ACCELERATED VESTING AND EXERCISE OF STOCK OPTIONS. If a Participant shall
Terminate Service by reason of his Retirement, death or Disability, all Options
granted to such Participant that have not become exercisable on or before the
date of such Termination shall become exercisable as of such
6
<PAGE> 7
date; provided, however, that no Option may be exercised within six months of
the date it is granted. 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.
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, and then shall be limited by
Section 6.2. During the lifetime of the Participant, the Option shall be
exercisable only by him. The Board may, however, in its sole discretion, allow
for transfers of 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 Board, 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 be
shall have become the holder of record thereof.
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) 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
7
<PAGE> 8
laws or regulations; and (iv) in the event that the Option or portion thereof
shall be exercised pursuant to Section 6.3 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.
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 one or more of
the following, unless otherwise prohibited by the terms of an Option agreement:
(i) by certified or bank cashier's check payable to the order of the
Corporation; (ii) 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; (iii) by a combination thereof, in each case in the manner
provided in the Option agreement; or (iv) by any other means acceptable to the
Corporation.
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 Board shall be final and
binding upon
8
<PAGE> 9
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 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 Board, the Plan and the Options issued hereunder shall terminate on the
effective date of such transaction and appropriate provision shall be 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 Board 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.
9
<PAGE> 10
Unless a registration statement under the Securities Act and
the applicable rules and regulations thereunder is then in effect with respect
to Shares issued 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.
10
<PAGE> 11
All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be 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.
The Plan is intended to comply with Rule 16b-3 promulgated
under the Exchange Act and to meet the conditions in paragraph (c)(2)(ii) of
said Rule, 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 or the conditions in paragraph (c)(2)(ii) thereof
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.
Nothing in this Plan or in any Option granted hereunder shall
confer upon any Participant any right to continue to serve as a director of the
Corporation or shall interfere with or restrict in any way the right, which
right is hereby expressly reserved, to remove any Participant as a director in
accordance with the by-laws and certificate of incorporation of the Corporation
and applicable law.
If the Board 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 Board so directs the Corporation, be paid to his
spouse, child, relative, an institution maintaining or having custody of such
person, or any other person deemed by the Board 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 Board and the Corporation therefore.
ARTICLE XI. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN
The Plan shall become 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 applicable state law. The expiration date
of the Plan, after which no Option may be granted hereunder, shall be the date
ten years subsequent to the Plan's effective date.
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<PAGE> 12
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 affect Options theretofore granted hereunder,
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 pursuant to the formulas described in
Article V, except as contemplated in Article VIII; (ii) expand the class of
directors eligible to receive Options under the Plan; (iii) decrease the minimum
Option price; (iv) materially increase the benefits accruing to Participants
under the Plan; or (v) take any other action requiring stockholder approval
under Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the
contrary, no provision of the Plan shall be amended, if at all, more than once
every six months, other than to comport with changes in the Code, the Act or the
rules thereunder. No amendment or modification may become effective if it would
cause the Plan to fail to meet the applicable requirements of Rule 16b-3 or the
conditions in paragraph (c)(2)(ii) thereof.
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.
As amended and restated by the Board of Directors of Ramapo Financial
Corporation on April 6, 1995.
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