As filed with the Securities and Exchange Commission on May 13, 1999.
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other Jurisdiction of Incorporation or Organization)
6712 22-2894827
(Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
1130 Route 22 East
P.O. Box 6000
Bridgewater, New Jersey 08807-0010
908-429-2200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
1997 LONG-TERM INCENTIVE STOCK BENEFIT PLAN
1993 INCENTIVE STOCK OPTION PLAN
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(FORMERLY PLANS OF RARITAN BANCORP INC.) (COLLECTIVELY THE "PLANS")
(Full title of the Plan)
Thomas C. Gregor, Chairman, President and Chief Executive Officer
United National Bancorp
1130 Route 22 East
P.O. Box 6000
Bridgewater, New Jersey 08807-0010
908-429-2200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
MICHAEL W. ZELENTY, ESQ.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962-1945
(973) 966-8125
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CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered (1) per share (3) Price (3) Registration fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par 46,922 shares (2) $23.65625 $1,109,999 $309
value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
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(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated above, such indeterminable number of shares of Common
Stock as may become subject to the Plans as a result of the anti-dilution
provisions thereof. This number was calculated by multiplying the number of
outstanding Raritan shares (29,418) by the agreed upon merger exchange ratio
(1.595).
(2) Of the 46,922 shares to be registered hereby, 21,800 shares are being
registered for issuance under the 1997 Long-Term Incentive Stock Benefit Plan,
7,178 shares are being registered for issuance under the 1993 Incentive Stock
Option Plan, and 17,944 shares are being registered for issuance under the 1993
Stock Option Plan for Outside Directors.
(3) Estimated in accordance with Rule 457(h)(1) solely for purposes of
calculating the registration fee based upon the average of the high and low
sales price of the Common Stock on the Nasdaq National Market System on
May 10, 1999 as reported in The Wall Street Journal.
<PAGE>
PART I
INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
The following documents filed by United National Bancorp (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998
2. Current Reports on Form 8-K filed with the Commission on February 4,
1999, April 15, 1999 and April 28, 1999 and Form 8-K/A on February 17,
1999.
3. The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed by the Company pursuant to
Section 12 of the Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, hereby
are incorporated herein by reference and shall be deemed a part hereof from the
date of filing of such documents.
ITEM 4 Description of Securities
Not applicable.
ITEM 5 Interests of Named Experts and Counsel
Certain legal matters relating to the issuance of the shares of the
Company's Common Stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch, counsel to the Company. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch beneficially own 4812 shares of the Company's Common Stock
as of May 13, 1999.
The combined consolidated financial statements of the Company as of
December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998, have been incorporated by reference herein in reliance
upon the report of KPMG, LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said form as experts
in accounting and auditing.
ITEM 6 Indemnification of Directors and Officers
Indemnification. The New Jersey Business Corporation Act
empowers a corporation to indemnify a corporate agent against his expenses and
liabilities incurred in connection with any proceeding (other than a derivative
lawsuit) involving the corporate agent by reason of his being or having been a
corporate agent if (a) the agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was unlawful. For purposes
of the Act, the term "corporate agent" includes any present or former director,
officer, employee or agent of the corporation, and a person serving as a
"corporate agent" at the request of the corporation for any other enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses (but not his
liabilities) incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the agent acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. However, only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate agent
against expenses with respect to any claim, issue or matter as to which the
agent was adjudged liable for negligence or misconduct.
The corporation may indemnify a corporate agent in a specific
case if a determination is made by any of the following that the applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority vote of a quorum consisting of disinterested directors;
(ii) by independent legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make the
determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to
the extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay the expenses unless it is ultimately determined he is entitled to
indemnification.
Exculpation. Article 4 of the certificate of incorporation of
United National Bancorp provides:
1. Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for breach of
any duty owed to the Corporation or its shareholders, except
for liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law, or (c) resulting in
receipt by such person of an improper personal benefit. If the
New Jersey Business Corporation Act is amended after approval
by the shareholders of this provision to authorize corporate
action further eliminating or limiting the personal liability
of directors or officers, then the liability of a director
and/or officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the New Jersey
Business Corporation Act as so amended.
2. Elimination of Certain Liability of Officers.
Unless provided otherwise by law, an officer of the
Corporation shall not be personally liable to the Corporation
or its shareholders for damages for breach of any duty owed to
the Corporation or its shareholders, except for liability for
any breach of duty based upon an act or omission (a) in breach
of such person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of
an improper personal benefit.
3. Repeal or Modification of this Article. Any repeal
or modification of the foregoing paragraphs by the
shareholders of the Corporation shall not adversely affect any
right or protection of a director or an officer of the
Corporation existing at the time of such repeal or
modification.
The New Jersey Business Corporation Act, as it affects exculpation, has not been
changed since the adoption of this provision by United National Bancorp in 1987.
ITEM 7 Exemption from Registration Claimed
Not applicable.
ITEM 8 Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch regarding legality of
securities
23.1 Consent of KPMG LLP
23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the opinion
included as Exhibit 5)
24 Power of Attorney for Directors and Executive Officers.
<PAGE>
ITEM 9 Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
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;
(b) That, for purposes 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.
(c) 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.
2. The undersigned registrant hereby undertakes 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Township of Bridgewater, State of New Jersey, on April 28,
1999.
UNITED NATIONAL BANCORP
THOMAS C. GREGOR
By: ______________________________
Thomas C. Gregor, Chairman,
President and Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
THOMAS C. GREGOR
- ---------------------------------- Chairman, President and Chief April 28, 1999
Thomas C. Gregor Executive Officer
DONALD W. MALWITZ
- ---------------------------------- Vice President and Treasurer April 28, 1999
Donald W. Malwitz (Principal Financial Officer)
A. RICHARD ABRAHAMIAN
- ---------------------------------- Senior Vice President and April 28, 1999
A. Richard Abrahamian Chief Accounting Officer of
United National Bank
(Principal Accounting Officer)
GEORGE W. BLANK
- ---------------------------------- Director April 28, 1999
George W. Blank
DONALD A. BUCKLEY
- ---------------------------------- Director April 28, 1999
Donald A. Buckley
C. DOUGLAS CHERRY
- ---------------------------------- Director April 28, 1999
C. Douglas Cherry
CHARLES E. HANCE
- ---------------------------------- Director April 28, 1999
Charles E. Hance
WILLIAM T. KELLEHER, JR.
- ---------------------------------- Director April 28, 1999
William T. Kelleher, Jr.
JOHN P. KOPICKI
- ---------------------------------- Director April 28, 1999
John R. Kopicki
ANTONIA S. MAROTTA
- ---------------------------------- Director April 28, 1999
Antonia S. Marotta
JOHN W. McGOWAN III
- ---------------------------------- Director April 28, 1999
John W. McGowan III
PATRICIA A. McKIERNAN
- ---------------------------------- Director April 28, 1999
Patricia A. McKiernan
CHARLES N. POND, JR.
- ---------------------------------- Director April 28, 1999
Charles N. Pond, Jr.
ARLYN D. RUS
- ---------------------------------- Director April 28, 1999
Arlyn D. Rus
PAUL K. ROSS
- ---------------------------------- Director April 28, 1999
Paul K. Ross
DAVID R. WALKER
- ---------------------------------- Director April 28, 1999
David R. Walker
- ---------------------------------- Director April __, 1999
Ronald E. West
GEORGE J. WICKARD
- ---------------------------------- Director April 28, 1999
George J. Wickard
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the
opinion included as Exhibit 5)
Exhibit 24 Power of Attorney for Directors and Executive Officers
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
May 13, 1999
United National Bancorp
1130 Route 22 East
P.O. Box 6000
Bridgewater, New Jersey 08807-0010
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by United National Bancorp (the "Company") relating to
42,922 shares of the Company's Common Stock, $1.25 par value (the "Securities")
to be offered pursuant to the 1997 Long-Term Incentive Stock Benefit Plan, the
1993 Incentive Stock Option Plan, and the 1993 Stock Option Plan for Outside
Directors (formerly plans of Raritan Bancorp Inc.) (collectively referred to as
the "Plans").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we have deemed necessary or appropriate
in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
United National Bancorp:
We consent to incorporation by reference in the registration statement filed on
Form S-8 of United National Bancorp pertaining to the 1997 Long-Term Incentive
Stock Benefit Plan, the 1993 Stock Option Plan, and the 1993 Stock Option Plan
for Outside Directors (formerly plans of Raritan Bancorp Inc.), of our report
dated March 31, 1999, relating to the combined consolidated balance sheets of
United National Bancorp and subsidiaries as of December 31, 1998 and 1997 and
the related combined consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report is included in the December 31, 1998 Annual
Report on Form 10-K of United National Bancorp.
KPMG LLP
Short Hills, New Jersey
May 10, 1999
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C. Gregor, his attorney-in-fact,
with power of substitution, for him in any and all capacities, to sign any and
all amendments (whether pre- or post-effective), to this Registration Statement
on Form S-8 of United National Bancorp (SEC File Number 333-______) and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
THOMAS C. GREGOR
- ---------------------------------- Chairman, President and Chief April 28, 1999
Thomas C. Gregor Executive Officer
DONALD W. MALWITZ
- ---------------------------------- Vice President and Treasurer April 28, 1999
Donald W. Malwitz (Principal Financial Officer)
A. RICHARD ABRAHAMIAN
- ---------------------------------- Senior Vice President and April 28, 1999
A. Richard Abrahamian Chief Accounting Officer of
United National Bank
(Principal Accounting Officer)
- ---------------------------------- Director April __, 1999
George W. Blank
DONALD A. BUCKLEY Director April 28, 1999
- ----------------------------------
Donald A. Buckley
C. DOUGLAS CHERRY
- ---------------------------------- Director April 28, 1999
C. Douglas Cherry
CHARLES E. HANCE
- ---------------------------------- Director April 28, 1999
Charles E. Hance
WILLIAM T. KELLEHER, JR.
- ---------------------------------- Director April 28, 1999
William T. Kelleher, Jr.
JOHN R. KOPICKI
- ---------------------------------- Director April 28, 1999
John R. Kopicki
ANTONIA S. MAROTTA
- ---------------------------------- Director April 28, 1999
Antonia S. Marotta
JOHN W. McGOWAN III
- ---------------------------------- Director April 28, 1999
John W. McGowan III
PATRICIA A. McKIERNAN
- ---------------------------------- Director April 28, 1999
Patricia A. McKiernan
CHARLES N. POND, JR.
- ---------------------------------- Director April 28, 1999
Charles N. Pond, Jr.
ARLYN D. RUS
- ---------------------------------- Director April 28, 1999
Arlyn D. Rus
PAUL K. ROSS
- ---------------------------------- Director April 28, 1999
Paul K. Ross
DAVID R. WALKER
- ---------------------------------- Director April 28, 1999
David R. Walker
- ---------------------------------- Director April __, 1999
Ronald E. West
GEORGE J. WICKARD
- ---------------------------------- Director April 28, 1999
George J. Wickard
</TABLE>
