<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1997
Registration No. 33-92840
--------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VISTA BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2870972
(I.R.S. Employer Identification No.)
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865
Telephone: (908) 859-9500
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
Barbara Harding, President and Chief Executive Officer
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865
Telephone: (908) 859-9500
(Name, address, including ZIP code, and
telephone number, including area
code, of agent for service)
With a Copy To:
John B. Lampi, Esquire
Schnader Harrison Segal & Lewis
30 North Third Street, Suite 700, Harrisburg, Pennsylvania 17101
Telephone: (717) 231-4000
Approximate date of commencement of the proposed sale of securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / X /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Amount Proposed maximum Proposed Amount of
Title of each class of to be offering price maximum aggregate registration
securities to be registered registered per unit(1) offering price(1) fee(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.50 per share 500,000 shares $10.625 $5,312,500 $1,831.91
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457(c), upon the average of the bid
and asked price of the shares of Registrant's common stock as of May
23, 1995.
Index to Exhibits Found on Page R-8
<PAGE>
PROSPECTUS
500,000 Shares
VISTA BANCORP, INC.
305 Roseberry Street
Phillipsburg, New Jersey 08865
---------------------------------------------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------------------------------------------------
Common Stock, Par Value $.50 Per Share
-----------------------------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan")
described herein offers the holders of Common Stock, par value $.50 per share,
(the "Common Stock") of Vista Bancorp, Inc. (the "Company") an opportunity to
reinvest automatically their dividends in shares of Common Stock. Moreover, each
shareholder participating in the Plan ("Participant") may also voluntarily
purchase, on a quarterly basis, additional shares of the Common Stock within the
limitations provided in the Plan.
Shares of Common Stock for the Plan will be made available by
the Company. The quarterly purchase price of each share is the closing NASDAQ
bid price ("Plan Price Per Share") on the last business day of the second week
in February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date"). If the Plan Price Per Share is below the book value per share as of the
last day of January, April, July and October preceding the respective Price
Date, then there will be no purchases of the shares of the Common Stock pursuant
to the Plan and all participants will receive their quarterly dividend payment
check. There will be no brokerage commissions or service charges upon the
purchase of shares under the Plan. The Company will bear all other costs of
administering the Plan.
It is recommended that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK ARE NOT BANK DEPOSITS, ARE NOT
OBLIGATIONS OF, OR GUARANTEED BY ANY BANK, ARE NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is May 26, 1995,
as amended and supplemented on April 23, 1997.
1
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN
DOCUMENTS SUBSEQUENTLY INCORPORATED BY REFERENCE AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH THIS PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information.................................................................................... 3
Incorporation of Certain Documents by Reference.......................................................... 3
Prospectus Summary....................................................................................... 4
Investment Considerations................................................................................ 5
Description of the Dividend Reinvestment and Stock Purchase Plan......................................... 6
Purpose................................................................................................ 7
Advantages to Participants............................................................................. 7
Administration......................................................................................... 7
Participation.......................................................................................... 8
Purchases.............................................................................................. 9
Reports to Participants................................................................................ 10
Dividends.............................................................................................. 10
Sale of Shares......................................................................................... 10
Voluntary Withdrawal from the Plan..................................................................... 11
Federal Income Tax Consequences........................................................................ 11
Other Information...................................................................................... 12
Use of Proceeds.......................................................................................... 14
Description of Common Stock.............................................................................. 14
General................................................................................................ 14
Anti-takeover Provisions............................................................................... 15
Price Range of Common Stock and Dividends.............................................................. 17
Dividend Restrictions on PNB........................................................................... 17
Dividend Restrictions on Twin Rivers................................................................... 18
Dividend Restrictions on the Company................................................................... 18
Security Ownership of Certain Beneficial Owners and Management........................................... 19
Principal Owners....................................................................................... 19
Beneficial Ownership by Officers, Directors and Nominees............................................... 20
Plan of Distribution..................................................................................... 21
Experts.................................................................................................. 22
Legal Matters............................................................................................ 22
Statement as to Indemnification.......................................................................... 22
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Northwest Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60621- 2511 and 75 Park Place, 14th Floor, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Company files such material electronically with the SEC. The SEC
maintains a Website that contains reports, proxy and information statements and
other information regarding companies that file electronically with the SEC. The
address of the SEC Website is http://www.sec.gov. The Company's Common Stock is
quoted on the NASDAQ National Market System - Small Cap Issues under the symbols
"VBNJ" on "VistaBc," and such reports, proxy statements and other information
can also be inspected at the office of NASDAQ Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement and a
Post-effective Amendment on Form S-3 under the Securities Act of 1933, as
amended (the "1933 Act") with respect to the Common Stock being offered pursuant
to this Prospectus. This Prospectus omits certain information contained in the
Registration Statement and the Post-effective Amendment pursuant to the rules
and regulations of the SEC, and reference is made to the Registration Statement
and the Post-effective Amendment, including the exhibits thereto, for further
information with respect to the Company on the Common Stock offered hereby.
Statements contained in this Prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC. Copies of the Registration Statement and the Post-effective
Amendment and the exhibits thereto may be inspected without charge at offices of
the SEC, and copies of all or any portion thereof may be obtained from the SEC
upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's annual reports on SEC Form 10-K for the years ended
December 31, 1996 and 1995, and on SEC Form 10-Q for the quarters ended March
31, 1997 and 1996, previously filed by the Company with the SEC, pursuant to the
1934 Act, are hereby incorporated by reference into this Prospectus.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Common Stock under the Plan,
shall be deemed to be incorporated by reference into
3
<PAGE>
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document, which is also or is
deemed to be incorporated by reference, modifies or replaces such statement.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporated). Written or oral requests for such copies should be directed to:
Coordinator: The Dividend Reinvestment and Stock Purchase Plan, Vista Bancorp,
Inc., 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey
08865; telephone: (908) 859-9500.
PROSPECTUS SUMMARY
The following summary of this Prospectus is provided for your
convenience and is not intended to be complete. This summary is qualified in its
entirety by the detailed information set forth elsewhere in this Prospectus
including the documents incorporated by reference into this Prospectus.
The Company The Company is a New Jersey business
corporation and registered bank
holding company. The Company has two
wholly-owned banking subsidiaries,
The Phillipsburg National Bank and
Trust Company ("PNB") and Twin
Rivers Community Bank ("Twin
Rivers") (hereinafter collectively
referred to as the "Bank
Subsidiaries"). The Company's
registered office is located at the
administrative offices of PNB, which
is 305 Roseberry Street,
Phillipsburg, New Jersey 08865;
telephone number: (908) 859-9500.
The Dividend Reinvestment
and Stock Purchase Plan: 500,000 shares of the Common Stock
pursuant to the terms and conditions
of the Dividend Reinvestment and
Stock Purchase Plan described in
question and answer format beginning
on page 6 of this Prospectus.
Purchase Price The quarterly purchase price of each
share is the closing NASDAQ bid
price ("Plan Price Per Share") on
the last business day of the second
week in February, May, August and
November of each year, or, if there
is no reported trade on
4
<PAGE>
such day, then on the most recent
day preceding such day (the "Price
Date"). If the Plan Price Per Share
is below the book value per share as
of the last day of January, April,
July and October preceding the
respective Price Date, then there
will be no purchases of the shares
of the Common Stock pursuant to the
Plan and all participants will
receive their quarterly dividend
payment check.
Use of Proceeds General corporate purposes,
including investments in or advances
to the Bank Subsidiaries.
Transfer Agent and Registrar The Company acts as its own transfer
agent and registrar of the shares of
the Common Stock.
INVESTMENT CONSIDERATIONS
The following investment considerations should be considered
by prospective Participants in deciding whether to purchase the Common Stock
offered hereby.
Competitive Banking Environment
The Company and the Bank Subsidiaries operate in a competitive
banking environment. In New Jersey and Pennsylvania generally, and in the Bank
Subsidiaries' service areas specifically, larger banks dominate the commercial
banking industry. By virtue of their larger asset and capital bases, such
institutions have substantially greater lending limits than the Bank
Subsidiaries and perform certain functions for their customers which the Bank
Subsidiaries do not offer. In addition to commercial banks, the Company and the
Bank Subsidiaries also compete with other financial institutions, such as
savings and loan associations, credit unions, money market funds, stock
brokerage firms, insurance companies, and others in obtaining deposits and in
making loans. Future competitors that are not currently serving the Company's
target market may also enter the market. The Company and the Bank Subsidiaries
have been successful in competing with these institutions by marketing
themselves as a locally-owned and operated financial institution that provides
personalized customer service.
Economic Conditions and Related Uncertainties
Commercial banking is affected by general economic and
political conditions, both domestic and international, and by governmental
monetary and fiscal policies. Conditions such as inflation, recession,
unemployment, volatile interest rates, tight money supply, scarce natural
resources, international disorders, and other factors beyond the Company's
control may adversely affect the future profitability of the Company. The
current period of regulation makes projections of the cost of time deposits and
the ratio of time to demand deposits unreliable, which could also adversely
affect the future profitability of the Company.
5
<PAGE>
The Bank Subsidiaries have continued to review the status of
all their loans regularly and, in so doing, has taken into account the
experience of other banks and the condition of real estate values in their
market areas. The Company believes that the allowance for loan losses of the
Bank Subsidiaries is adequate to cover existing potential loan losses. However,
future adjustments to that allowance may be necessary, and future earnings may
be negatively impacted if actual circumstances differ substantially from the
assumptions used by the Company in making that determination.
Payment of Dividends
The Company intends to pay cash dividends, on a quarterly
basis, as the parent holding company of the Bank Subsidiaries. Cash available
for dividend distributions to shareholders of the Company must initially come
from dividends paid by the Bank Subsidiaries to the Company. However, future
dividends must necessarily depend upon earnings, financial condition,
appropriate legal restrictions and other factors relevant at the time the Board
of Directors considers dividend policy.
Possible Change of Regulations
The Company and the Bank Subsidiaries are strictly regulated
and supervised by a variety of state and Federal regulatory bodies in accordance
with applicable statutes and regulations. Prospective investors should be aware
that the statutes and regulations governing financial institutions in general,
and the commercial banking industry in particular, are currently in a state of
continuous change and have been substantially modified during recent years. It
should be anticipated that such governing laws will be substantially modified in
the future.
Market for the Common Stock
The Company's Common Stock is listed for price quotation on
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
Small-Cap Market under the designation "VistaBc" or the symbol "VBNJ." There are
established market makers for the Company's Common Stock. An interested investor
may request a current list of such market makers by contacting: Jill A. Pursell,
Assistant Vice President and Corporate Secretary; telephone: (908) 859-9559.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following is a description, in question and answer form,
of the provisions of the Plan offered to holders of the Common Stock of the
Company. A holder of the Company's Common Stock, who does not elect to
participate in the Plan, will continue to receive cash dividends by check as and
when declared.
6
<PAGE>
Purpose
1. What is the purpose of the Plan?
--------------------------------
The purpose of the Plan is to provide: (1) shareholders of
record of Common Stock with a simple and convenient method to invest cash
dividends in, and to make voluntary cash payments for, the Common Stock without
payment of any brokerage commissions or service charges and (2) the Company with
additional funds for general corporate purposes.
Advantages to Participants
2. What are the advantages of enrollment in the Plan?
--------------------------------------------------
The purchase price of each share is the closing NASDAQ bid
price ("Plan Price Per Share") on the last business day of the second week in
February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date"). If the Plan Price Per Share is below the book value per share as of the
last day of January, April, July and October preceding the respective Price
Date, then there will be no purchases of shares of the Common Stock pursuant to
the Plan and all participants will receive their dividend payment check. See
Question 11.
Each stockholder participating in the Plan (the "Participant")
can reinvest his or her dividends and invest additional cash to purchase Common
Stock at the above-described price.
A Participant can purchase Common Stock without the payment of
any brokerage commissions or other charges. See Question 8.
Regular statements provide a Participant with an updated
record of each transaction. See Question 12.
Administration
3. Who administers the Plan?
-------------------------
The Executive Committee of the Company administers the Plan
and the Company keeps records, sends statements of accounts to Participants and
performs other duties relating to the Plan. The Executive Committee consists of
outside directors of the Company. The Executive Committee selects one of its
members as Chairman, and holds meetings at such times and places as it may
determine. Acts of a majority of the Executive Committee at which a quorum is
present, or acts reduced to or approved in writing by a majority of the members
of the Executive Committee, shall be the valid acts of the Executive Committee.
Shares of Common Stock purchased under the Plan are registered initially in
book-entry form in the names of the Participants.
All correspondence relating to the Plan should include your
social security or taxpayer identification number and should be mailed to:
7
<PAGE>
Jill A. Pursell, Assistant Vice President
and Corporate Secretary
Vista Bancorp, Inc.
305 Roseberry Street
Post Office Box 5360
Phillipsburg, New Jersey 08865
Telephone: (908) 859-9559
Participation
4. Who is eligible to participate?
-------------------------------
All shareholders of the Company's issued and outstanding
shares of Common Stock are eligible to participate in the Plan. Beneficial
owners of such stock whose shares are held for them in registered names other
than their own, such as the names of brokers, bank nominees or trustees, should,
if they wish to participate in the Plan, either instruct the holder of record to
join the Plan or have the shares transferred into a separate participating
account.
"Beneficial ownership" for the purpose of the Plan shall be
determined in accordance with the definitions of "beneficial ownership" set
forth in the General Rules and Regulations of the SEC and may include Common
Stock owned by or for an individual's spouse and minor children and any other
relative who has the same home, as well as Common Stock to which the individual
has or shares voting or investment power or has the right to acquire beneficial
ownership within sixty (60) days of any dividend declaration date.
5. Is partial participation possible under the Plan?
-------------------------------------------------
No. A shareholder must elect to receive his or her entire
dividend in the form of the Common Stock.
6. How does a shareholder become a participant?
--------------------------------------------
To participate in the Plan, a shareholder must complete and
sign the Authorization Form enclosed with this Prospectus and return it to the
Company. Authorization Forms will be provided from time to time to all holders
of record of Common Stock. Such forms may also be obtained at any time by
contacting Jill A. Pursell, Assistant Vice President and Corporate Secretary,
Vista Bancorp, Inc., 305 Roseberry Street, Post Office Box 5360, Phillipsburg,
New Jersey 08865; telephone number: (908) 859-9559.
7. When may a person join the Plan and when will his or
----------------------------------------------------
her participation commence?
---------------------------
A shareholder may join the Plan at any time by completing,
signing and returning an Authorization Form to the Company. Participation in the
Plan will commence with the first dividend payment after the shareholder joins
the Plan; provided that his or her Authorization Form was received on or before
the record date for such dividend.
8
<PAGE>
Historically, dividends declared on the Common Stock have been
paid on March 10, June 10, September 10 and December 10 of each year. The record
date for each such dividend will occur no later than the first business day of
the month prior to the dividend payment date.
Shareholders are cautioned that the Plan does not represent a
change in the Company's dividend policy or a guarantee of future dividends,
which will continue to depend upon the Company's earnings, financial condition
and other factors.
8. Do Participants incur any expenses in connection with
-----------------------------------------------------
purchases made pursuant to the Plan?
------------------------------------
No. Participants will not be obligated to pay any brokerage
commissions or other charges with respect to purchases of Common Stock under the
Plan. Moreover, all other costs of administration of the Plan will be paid by
the Company.
Purchases
9. When are purchases made?
------------------------
Purchases will be made on the applicable quarterly dividend
payment date.
10. How many shares may a Participant purchase?
-------------------------------------------
The number of shares a Participant may purchase depends on the
amount of a Participant's dividend, the amount of voluntary cash payments and
the price of the Common Stock. Each Participant's account will be credited with
the number of whole shares equal to the total amount invested by him or her
divided by the applicable purchase price per share. Fractional shares will not
be issued pursuant to the Plan. Any remaining fractional portion of a dividend
payment due to the shareholder is held by the Company for the shareholder's
account and applied thereafter to the next declared dividend in order to
purchase additional whole shares under the Plan. A Participant may purchase
additional shares per calendar quarter with a minimum required purchase of 25
shares and a maximum allowable purchase of 100 shares.
Within 3 days of the quarterly Price Date, the Company will
mail a notice and order form to each Participant setting forth the Plan Price
Per Share and dividend payment date for that calendar quarter. A Participant who
desires to purchase additional shares must return the completed order form and a
check for the amount of the Total Purchase Price set forth on such order form
and made payable to "Vista Bancorp, Inc.," no later than five days prior to the
declared dividend payment date.
11. What is the price of shares purchased under the Plan?
-----------------------------------------------------
The price per share of Common Stock purchased from the Company
will be the Plan Price Per Share. See Question 2. Such price will be determined
on a calendar quarterly basis. Therefore, the Plan Price Per Share will vary
from calendar quarter to calendar quarter.
9
<PAGE>
Reports to Participants
12. What kind of reports will be sent to
Participants in the Plan?
------------------------------------
Each Participant in the Plan will receive a statement of
account describing cash dividends received, the Plan Price Per Share and the
number of shares purchased with dividends and voluntary cash payments as
promptly as practicable after each purchase. These statements will provide a
continuing record of the dates and cost of purchases and should be retained for
income tax purposes. In addition, each Participant will also receive the
Company's annual reports to stockholders, notices of shareholder meetings, proxy
statements and Internal Revenue Service information for reporting dividends
paid.
Dividends
13. Are Participants credited with dividends on shares
held in their Plan account?
--------------------------------------------------
Yes. The Company pays dividends, as declared, to the record
holders of shares of the Common Stock. The Company receives dividends for all
shares of Common Stock held in the Plan on the record date. The Company credits
such dividends to Participants on the basis of full shares held in their
accounts and reinvests such dividends in shares of Common Stock.
Sale of Shares
14. Are stock certificates issued for shares of Common
Stock purchased?
--------------------------------------------------
Certificates will not be issued for Common Stock purchased
periodically pursuant to the Plan. The number of shares held under the Plan will
be registered in book-entry form. However, a Participant will receive a
statement of account after each dividend is declared and invested which will
collectively serve as proper evidence of such registration for shares
accumulated in his or her account under the Plan. Any Participant whose account
in the Plan is reduced to zero as a result of the withdrawal or sale of shares
and who is not reinvesting dividends from any shares owned by him of record will
be deemed to have withdrawn from the Plan. See Question 16 for information
relating to the receipt of certificates upon voluntary withdrawal from the Plan.
Insofar as fractional shares are not issued pursuant to the
Plan, certificates for fractional shares will not be issued under any
circumstances.
15. Under whose name are the Plan accounts maintained?
--------------------------------------------------
Plan accounts will be maintained under the same name which
appears on the shareholder's certificates as of the time the Participant enters
the Plan. Consequently, certificates for full shares held by the Company under
the Plan will be registered in the same name when issued.
Upon written request, certificates will be registered in names
other than the account name, subject to compliance with any applicable laws and
the payment by the Participant of any
10
<PAGE>
applicable taxes, provided that the request meets with the usual requirements of
the Company for the recognition of a transfer of Common Stock of the Company.
Voluntary Withdrawal from the Plan
16. When and how may a Participant withdraw shares
purchased through the Plan?
----------------------------------------------
At any time, a Participant may withdraw all or a portion of
the shares of Common Stock credited to his or her account by giving written
notice to the Company and specifying in the notice the number of shares to be
withdrawn. When a Participant withdraws shares from his or her account,
certificates for whole shares of Common Stock so withdrawn will be issued. In no
event will certificates for fractional shares be issued.
17. What happens to any fractional interest withdrawn
from the Plan?
-------------------------------------------------
Any fractional interest withdrawn from the Plan account will
be paid to the shareholder in cash, on a check remitted promptly therefor.
Insofar as fractional shares are not issued pursuant to the Plan, in no case
will certificates representing a fractional interest be issued.
18. How may a shareholder terminate participation in the
Plan?
----------------------------------------------------
A shareholder may terminate his or her participation in the
Plan by notifying the Company in writing to that effect. When a Participant
terminates his or her participation in the Plan, certificates for whole shares
of Common Stock held under the Plan will be issued and fractional shares will be
paid in accordance with provisions of Question 17.
Federal Income Tax Consequences
19. What are the federal income tax consequences of
participation in the Plan?
-----------------------------------------------
The value of the shares acquired through the reinvestment of
dividends will be included in a Participant's gross income as a dividend.
For corporate shareholders, the amount of dividends reinvested
will be eligible, for the then applicable dividends received deduction.
To the extent that federal income tax withholding is required
with respect to dividends, the Company will only reinvest dividends after
adjusting the amount to reflect any withholding required.
The tax basis of any shares acquired pursuant to the Plan will
be their value on the date the shares were purchased from the Company and the
holding period applicable to any such shares will commence on the day following
such date.
11
<PAGE>
Each Participant is advised to consult his or her own tax
advisor to determine the tax consequences of a particular transaction for his or
her account.
Other Information
20. What are the responsibilities of the Company under
the Plan?
--------------------------------------------------
The Company receives dividend payments on behalf of
Participants, invests such amounts in shares of Common Stock, maintains account
records for Participants, and notifies Participants of transactions in, and the
status of, their accounts. The Company shall have no duties, obligations or
liabilities with respect to the Plan except such as are expressly set forth in
this Prospectus.
The Company, in administering the Plan, will not be liable for
any act done in good faith or for its good faith omission to act, including,
without limitation, any claim or liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death, or with respect to the prices at which shares are
purchased for the Participant's account and the times when such purchases are
made, or with respect to any loss or fluctuation in the market value of the
Common Stock after the purchase of shares.
All notices from the Company to a Participant will be mailed
to the Participant's address of record, and the mailing of a notice to a
Participant's most recent address of record will satisfy the Company's
obligation to provide notice to that Participant. Accordingly, a Participant
should promptly advise the Company of any change in his or her address.
All transactions in connection with the Plan will be governed
under the laws of the State of New Jersey.
21. May the Plan be changed or discontinued?
----------------------------------------
The Plan may be amended, suspended, modified, or terminated by
the Board of Directors at any time without the approval of the Participants.
Notice of any such suspension or termination or material amendment or
modification will be sent to all Participants who shall, in all events, have the
right to withdraw from the Plan. No such action will prejudice retroactively any
interests of any Participants.
22. How is the Plan to be interpreted?
----------------------------------
Any question of interpretation arising under the Plan will be
determined by the Executive Committee and any such determination will be final
unless otherwise determined by the Board of Directors.
12
<PAGE>
23. Who bears the risk of market price fluctuations in
the Common Stock?
---------------------------------------------------
A Participant's investment in shares pursuant to the Plan will
be no different from investment in directly-held shares. The Participant will
bear the risk of loss and realize the benefits of any gain from market price
changes with respect to all such shares held by him or her in the Plan or
otherwise.
THE SHARES ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FDIC OR
ANY OTHER GOVERNMENT AGENCY.
24. What happens when a Participant sells or transfers
all of the shares registered in his or her name
excluding those held in his or her Plan Account?
--------------------------------------------------
If a Participant disposes of all of his or her shares of
Common Stock, the Company, until it is otherwise notified, will continue to
reinvest the dividends on the shares of Common Stock held in the Participant's
Plan account.
25. If the Company issues shares in a secondary offering
in which the preemptive rights of the shareholders
apply, how will the rights applicable to Plan shares
be handled?
----------------------------------------------------
Under the Amended Certificate of Incorporation of the Company,
each shareholder has a preemptive right to purchase shares of the Common Stock
of the Company whenever the Company issues such stock. Therefore, each
shareholder has the nontransferable subscription right to purchase a number of
shares of the Common Stock equal in number to the product of multiplying his or
her percentage of holdings in the issued and outstanding Common Stock by the
number of shares to be offered. Shares held under the Plan shall be included in
the determination of the percentage of holdings in the issued and outstanding
Common Stock.
26. What happens if the Company issues a stock dividend
or declares a stock split?
---------------------------------------------------
Any shares representing stock dividends or stock splits with
respect to shares of Common Stock held in the Participant's Plan account will be
issued in certificate form. These certificates will automatically be enrolled in
the Plan.
27. How will shares held in an Participant's Plan account
be voted at meetings of shareholders?
-----------------------------------------------------
If a Participant holds shares under the Plan on a record date
for a meeting of shareholders, the Participant will be sent proxy material with
respect to that meeting. A Participant will be entitled to vote the shares of
Common Stock held in his or her Plan account. A Participant may vote in person
or by proxy at any such meeting. However, no fractional shares may be voted.
13
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered
hereby will be used for general corporate purposes, including investments in or
advances to the Bank Subsidiaries.
DESCRIPTION OF COMMON STOCK
General
The Common Stock subject to the Plan will be the Company's
authorized but unissued or reacquired Common Stock. As of March 31, 1997,
387,492 shares of Common Stock are reserved for issuance under the Plan.
The Company is authorized to issue 10,000,000 shares of Common
Stock, par value $.50 per share, of which 4,101,265 shares were outstanding and
5,780 shares were held as treasury shares for a total of 4,107,045 shares issued
as of March 31, 1997. The remaining 5,892,955 authorized but unissued shares of
Common Stock may be issued by the Board of Directors without further shareholder
approval, subject to preemptive rights of shareholders. The Company's
shareholders are entitled to one vote per share on all matters presented to them
and have cumulative voting rights in the election of directors.
Cumulative voting rights with respect to the election of
directors means that each shareholder has the right, in person or by proxy, to
multiply the number of votes to which he or she is entitled by the number of
directors to be elected and to cast the whole number of such votes for one
candidate or distribute them among two or more candidates.
Except for the shares of Common Stock reserved for issuance
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan,
Employee Stock Purchase Plan and Board of Directors Stock Purchase Plan, a
shareholder has a preemptive right to subscribe for securities, option rights or
securities having option rights, issued for cash by the Company. Securities (or
any option rights or securities having conversion or option rights with respect
to such securities) that have been offered to shareholders at a price and upon
terms fixed and that have not been subscribed for by them within the time fixed
by the Board of Directors, may be thereafter offered for a period, not to exceed
one year after the expiration of such time period, to any person or persons, at
a price and upon terms not more favorable than those at which the shares were
first offered to the shareholders of the Company.
The Common Stock has no redemption or repurchase provisions.
The shares are non-assessable and require no sinking fund. Each shareholder is
entitled to receive dividends that may be declared by the Board of Directors and
to share pro rata in the event of dissolution or liquidation. For information
concerning dividend restrictions, see the discussion below under the caption
entitled "Price Range of Common Stock and Dividends."
14
<PAGE>
In some jurisdictions, shares of Common Stock of a general
business corporation, such as the Company, may be treated differently from
shares of stock of a bank and trust company, and therefore, may be subject to
personal property taxation.
Anti-takeover Provisions
The Amended Certificate of Incorporation and by-laws of the
Company contain certain provisions which may be deemed to be "anti-takeover" in
nature in that such provisions may deter, discourage or make more difficult, the
assumption of control of the Company by another corporation or person through a
tender offer, merger, proxy contest or similar transaction or series of
transactions.
One of these provisions is the authorization of 10,000,000
shares of Common Stock. These additional common shares were authorized for the
purpose of providing the Board of Directors of the Company with as much
flexibility as possible in issuing additional shares for proper corporate
purposes, including financing, acquisitions, stock dividends, stock splits,
employee incentive plans, and other similar purposes. However, these additional
shares may also be used by the Board of Directors (if consistent with its
fiduciary responsibilities) to deter future attempts to gain control over the
Company. Shareholders of the Company will have preemptive rights with respect to
the purchase of these shares.
Provision for a staggered Board of Directors has been included
in the Company's Amended Certificate of Incorporation. The Board believes that a
classified Board will help to assure continuity and stability of corporate
leadership and policy, although there has not been any problem with continuity
on the Board of Directors. In addition, the Board believes that a classified
Board helps to moderate the pace of any change in control of the Board of
Directors by extending the time required to elect a majority of the directors to
at least two successive annual meetings. Since this extension of time also tends
to discourage a tender offer or takeover bid, and to make it more difficult for
a majority of shareholders to change the composition of the Board of Directors
even though this may be considered desirable for them, this provision may also
be deemed to be "anti-takeover" in nature.
Article 9 of the Company's Amended Certificate of
Incorporation enables the Board to oppose a tender offer on the basis of factors
other than economic benefit to shareholders, such as: the impact the acquisition
of the Company would have on the community; the effect of the acquisition upon
shareholders, employees, depositors and customers, and the reputation and
business practices of the tender offeror. This provision was included in the
Company's Amended Certificate of Incorporation to permit the Board of Directors
to recognize its responsibilities to these constituent groups, to the Company,
the Bank Subsidiaries and the communities which they serve.
Another provision of the Company's Amended Certificate of
Incorporation provides that any merger, consolidation, sale of assets or similar
transaction requires the affirmative vote of: (i) the holders of 75% of the
Company's outstanding stock, or (ii) the holders of 66 2/3% of the Company's
outstanding stock, provided that such transaction has received the prior
approval of 80% of the entire Board of Directors. The New Jersey Business
Corporation Act (the "Act") provides that
15
<PAGE>
unless otherwise prescribed in the Amended Certificate of Incorporation, such
transactions require the approval of a majority of the outstanding shares.
Without this greater voting requirement, the Company believes that the
shareholders would be inadequately protected from the potential abuses of
unsolicited takeover attempts.
Article 10 of the Company's Amended Certificate of
Incorporation, also regarding business combinations, includes a "fair price"
provision. Under this provision no merger, consolidation, or liquidation of the
Company would be valid unless all shareholders receive the same price for their
stock. The Board of Directors has observed that it has become a relatively
common practice in corporate takeovers to pay cash to acquire a controlling
equity interest and then to pay the remaining shareholders a price for their
shares, which is lower than the price paid to acquire control or is a less
desirable form of consideration, as the case may be. This provision is designed
to protect minority shareholders from a purchaser who uses a two-tiered pricing
tactic in an attempt to take control of the Company. The provision is not
designed to prevent or discourage tender offers for the Company in which all
shareholders receive substantially the same price for their shares.
The Act provides that the certificate of incorporation of a
New Jersey corporation (such as the Company) may be amended by the affirmative
vote of a majority of the outstanding voting stock of such corporation, except
as otherwise provided by such corporation's certificate of incorporation. The
Company's Amended Certificate of Incorporation, however, provides that certain
provisions designed to protect the Company from an unfriendly takeover attempt
can only be amended by an affirmative vote of holders of at least 75% of the
outstanding voting stock of the Company unless approved by the affirmative vote
of 80% of the entire Board of Directors, in which case approval by only 66 2/3%
of the outstanding voting stock is required. On other matters, the Amended
Certificate of Incorporation of the Company can be amended by an affirmative
vote of the holders of a majority of outstanding voting stock. The Company
believes that this procedural provision is essential to preserve the substantive
provisions of the Company's Amended Certificate of Incorporation.
Finally, the by-laws provide that nominations of candidates
for election as directors of the Company, other than those made by Board of
Directors, must be made in writing and delivered or mailed to the Secretary of
the Company not less than fifteen (15) days prior to any shareholders' meeting
called for the election of directors. The notification must contain certain
information known to the nominating shareholder. The Board believes that this
provision avoids surprise nominations and ensures that there is adequate time
for the Company to be informed of the backgrounds and qualifications of
candidates for election as directors. However, this by-law provision could be
viewed as "anti-takeover" in nature since it may make it more difficult for
shareholders to nominate candidates and may give an advantage to incumbent
directors' nominees.
THE OVERALL EFFECT OF THESE PROVISIONS MAY BE TO DETER A
FUTURE TENDER OFFER OR OTHER TAKEOVER ATTEMPT THAT SOME SHAREHOLDERS MIGHT VIEW
TO BE IN THEIR BEST INTERESTS INSOFAR AS THE OFFER MIGHT INCLUDE A PREMIUM OVER
THE MARKET PRICE OF THE COMMON STOCK AT THAT TIME. IN ADDITION, THESE PROVISIONS
MAY HAVE THE EFFECT OF ASSISTING THE COMPANY'S CURRENT MANAGEMENT IN RETAINING
ITS
16
<PAGE>
POSITION AND PLACE IT IN A BETTER POSITION TO RESIST CHANGES WHICH SOME
SHAREHOLDERS MAY DEEM DESIRABLE IF DISSATISFIED WITH THE CONDUCT OF
THE COMPANY'S BUSINESS.
The Board of Directors has no plans to adopt any other
"anti-takeover" provisions and believes that it has no other protection against
takeover attempts other than the approval of the regulatory authorities that
would be required for an outside party to gain control of the Company.
Price Range of Common Stock and Dividends
The Company has its Common Stock listed on the NASDAQ
Small-Cap Market. Quotations of bid and asked prices are published with respect
to trades in the Common Stock that occur on and through such market.
The Company has paid cash dividends since its formation as the
parent holding company of PNB. Prior to such formation, PNB paid dividends for
more than thirty-five (35) years. It is the present intention of the Company's
Board of Directors to continue the dividend payment policy; however, further
dividends must necessarily depend upon earnings, financial condition,
appropriate legal restrictions and other factors relevant at the time the Board
of Directors considers dividend policy. Cash available for dividend
distributions to shareholders of the Company must initially come from dividends
paid by the Bank Subsidiaries to the Company. Therefore, the restrictions on the
Bank Subsidiaries dividend payments are directly applicable to the Company.
Dividend Restrictions on PNB
The Office of the Comptroller of the Currency ("OCC") has
issued rules governing the payment of dividends by national banks. PNB may not
pay dividends from capital (unimpaired common and preferred stock outstanding),
but only from retained earnings after deducting losses and bad debts therefrom.
"Bad debts" are defined as matured obligations in which interest is past due and
unpaid for ninety (90) days, but do not include well-secured obligations that
are in the process of collection.
To the extent that: (1) PNB has capital surplus in an amount
in excess of common capital; and (2) if PNB can prove that such surplus resulted
from prior period earnings, PNB, upon approval of the OCC, may transfer earned
surplus to retained earnings and thereby increase its dividend paying capacity.
If, however, PNB has insufficient retained earnings to pay a
dividend, the OCC's regulations allow PNB to reduce its capital to a specified
level and to pay dividends upon receipt of the approval of the OCC as well as
that of the holders of two thirds of the outstanding shares of the Common Stock.
PNB may not pay any dividends on its capital stock during the
period in which it may be in default in the payment of its assessment for
deposit insurance premium due to the FDIC, nor may it pay dividends on Common
Stock until any cumulative dividends on PNB's preferred stock
17
<PAGE>
(if any) have been paid in full. PNB has never been in default in the payments
of its assessments to the FDIC; and, moreover, PNB has no outstanding preferred
stock. In addition, under the Federal Deposit Insurance Act (912 U.S.C.
ss.1818), dividends cannot be declared and paid if the OCC obtains a cease and
desist order because such payment would constitute an unsafe and unsound banking
practice. PNB's unrestricted retained earnings and net income available that
could be paid as a dividend to the Company under the current OCC regulations
were $6.8 million and $5.2 million as of December 31, 1996 and March 31, 1997,
respectively.
Dividend Restrictions on Twin Rivers
Similar to PNB, the dividends of Twin Rivers are also subject
to certain regulatory considerations and the discretion of its Board of
Directors and will depend upon a number of factors, including operating results,
financial conditions and general business conditions. The Company is entitled to
receive dividends, as and when declared by the Board of Directors of Twin
Rivers, out of funds legally available therefor, subject to the restrictions set
forth in the Pennsylvania Banking Code of 1965 (the "Pennsylvania Banking Code")
and the Federal Deposit Insurance Act.
The Pennsylvania Banking Code provides that cash dividends may
be declared and paid only out of accumulated net earnings and that, prior to the
declaration of any dividend, if the surplus of Twin Rivers is less than the
amount of its capital, Twin Rivers shall, until surplus is equal to such amount,
transfer to surplus an amount which is at least 10% of the net earnings of Twin
Rivers for the period since the end of the last fiscal year or for any shorter
period since the declaration of a dividend. If the surplus of Twin Rivers is
less than 50% of the amount of capital, no dividend may be declared or paid
without the prior approval of the Pennsylvania Department of Banking
("Department") until such surplus is equal to 50% of Twin Rivers' capital.
The Federal Deposit Insurance Act generally prohibits all
payments of dividends by any bank which is in default on any assessment for
deposit insurance premium to the FDIC.
As of December 31, 1996 and March 31, 1997, there were $915
thousand and $984 thousand accumulated net earnings, respectively, available at
Twin Rivers that could be paid as a dividend to Vista under current Pennsylvania
law.
Dividend Restrictions on the Company
Under the Act, the Company may not pay a dividend if, after
giving effect thereto, either (a) the Company would be unable to pay its debts
as they become due in the usual course of business or (b) the Company's total
assets would be less than its total liabilities. The determination of total
assets and liabilities may be based upon: (i) financial statements prepared on
the basis of generally accepted accounting principles, (ii) financial statements
that are prepared on the basis of other accounting practices and principles that
are reasonable under the circumstances, or (iii) a fair valuation or other
method that is reasonable under the circumstances.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal Owners
The following table sets forth, as of March 31, 1997, the name
and address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than five percent (5%) of the
Corporation's outstanding Common Stock, the number of shares beneficially owned
by such person and the percentage of the Corporation's outstanding Common Stock
so owned.
<TABLE>
<CAPTION>
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- ---------------- -------- ------------------
<S> <C> <C>
Richard A. Cline
R.D. #1, Box 559
Stewartsville, New Jersey 08886 232,030(2) 5.6%
Barry L. Hajdu
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865 223,926(3) 5.4%
Brian W. Hajdu
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865 224,831(4) 5.4%
Louis Hajdu
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865 456,284(5) 11.1%
Hajdu Group Retirement Plan
710 New Brunswick Avenue
Post Office Box 1131
Alpha, New Jersey 08865 214,614(6) 5.2%
Phillipsburg National Bank and
Trust Company
305 Roseberry Street
P.O. Box 5360
Phillipsburg, New Jersey 08865 308,102(7) 7.5%
</TABLE>
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<PAGE>
- ------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the SEC and may include securities
owned by or for the individual's spouse and minor children and any
other relative who has the same home, as well as securities to which
the individual has or shares voting or investment power or has the
right to acquire beneficial ownership within sixty (60) days after
March 14, 1997. Beneficial ownership may be disclaimed as to certain of
the securities.
(2) Of the 232,030 shares beneficially owned by Mr. Cline, 135,130 shares
are held by him individually and 96,900 shares are owned by his spouse
individually.
(3) Of the 223,926 shares beneficially owned by Barry L. Hajdu, 9,312
shares are owned by him individually and 214,614 shares are held in the
Hajdu Group Retirement Plan of which Barry L. Hajdu is one of three
trustees.
(4) Of the 224,831 shares beneficially owned by Brian W. Hajdu, 10,217
shares are owned by him individually and 214,614 shares are held in the
Hajdu Group Retirement Plan of which Brian W. Hajdu is one of three
trustees.
(5) Of the 456,284 shares beneficially owned by Louis Hajdu, 231,785 shares
are owned by him individually; 214,614 shares are held in the Hajdu
Group Retirement Plan of which Louis Hajdu is one of three trustees;
and 9,885 shares are owned individually by his spouse.
(6) These shares are held in this retirement plan of which Barry L., Brian
W. and Louis Hajdu are co-trustees.
(7) The shares are held in various fiduciary capacities by PNB's trust
department or by PNB officers with respect to the bank employee
retirement plan.
Beneficial Ownership by Officers and Directors
- ----------------------------------------------
The following table sets forth as of March 31, 1997, the
amount and percentage of the Common Stock beneficially owned by each director
and all officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- -------------------- -------------------------- -----------
<S> <C> <C> <C>
Richard A. Cline 232,030 (4) 5.6%
Harold J. Curry 91,818 (5)(6) 2.2%
Dale F. Falcinelli 4,200 (6)(7) ----
James T. Finegan, Jr. 22,774 (8) ----
Barry L. Hajdu 223,926 (6)(9) 5.4%
Barbara Harding 46,326 (10) 1.1%
David L. Hensley 8,745 (11) ----
William F. Keefe 44,723 (12) 1.1%
Thomas F. McGinley 173,981 (13) 4.2%
Mark A. Reda 49,673 (14) 1.2%
Marc S. Winkler 4,947 (15) ----
All Directors and Officers
of the Company as a Group
(10 Directors, 5 Officers, 11
Persons in Total) 866,659 21.1%
</TABLE>
20
<PAGE>
- -------------------------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."
(2) Information furnished by the directors and the Company.
(3) Less than one percent (1%) unless otherwise indicated.
(4) See footnote (2) under the caption entitled "Principal Owners" for Mr.
Cline's beneficial ownership of shares.
(5) Of the 91,818 shares beneficially owned by Mr. Curry, 64,200 shares are
owned by him individually and 27,618 shares are owned individually by his
spouse.
(6) A current Class B director and a nominee for Class B director.
(7) The 4,200 shares beneficially owned by Mr. Falcinelli are held in an IRA
account with Paine Webber, Inc.
(8) Of the 22,774 shares beneficially owned by Dr. Finegan, 3,883 shares are
owned by him individually; 7,709 shares are owned jointly with his spouse;
200 shares are owned individually by his spouse; 1,132 shares are owned by
him in an IRA trust account; 1,080 shares are owned by his spouse in an IRA
trust account; and 8,770 shares are owned by him in a Profit Sharing Trust.
(9) See footnote (3) under the caption entitled "Principal Owners" for Mr.
Hajdu's beneficial ownership of shares.
(10) Of the 46,326 shares beneficially owned by Mrs. Harding, 5,433 shares are
owned by her individually; 2,375 shares are owned jointly with her spouse;
685 shares are owned individually by her spouse; 704 shares are owned by
her in an IRA trust account; 645 shares are owned by her spouse in an IRA
trust account; and 36,484 shares are held by the Vista Bancorp, Inc.
Employees Pension Plan ("Pension Plan Shares") of which Mrs. Harding is a
co-trustee with Mr. Keefe and shares investment and voting power with Mr.
Keefe with respect to the Pension Plan Shares. Mrs. Harding disclaims any
beneficial ownership interest with respect to the Pension Plan Shares.
(11) Of the 8,745 shares beneficially owned by Mr. Hensley, 2,975 shares are
owned by him individually; 2,390 shares are owned jointly with his spouse;
and 3,380 shares are owned by him in an IRA trust account.
(12) Of the 44,723 shares owned by Mr. Keefe, 4,740 shares are owned by him
individually; 2,949 shares are owned jointly with his spouse; 200 shares
are held for him under a nominee name; 350 shares are owned by him in an
IRA trust account; and 36,484 shares are Pension Plan Shares of which Mr.
Keefe is a co-trustee with Mrs. Harding and shares investment and voting
power with Mrs. Harding with respect to the Pension Plan Shares. Mr. Keefe
disclaims any beneficial ownership interest with respect to the Pension
Plan Shares.
(13) Of the 173,981 shares beneficially owned by Mr. McGinley, 28,413 shares are
owned by him individually; 87,471 shares are owned jointly with his spouse;
4,000 shares are owned individually by his spouse; 39,097 shares owned by
him in an IRA trust account; and 15,000 shares are held in street name with
Mr. McGinley as executor of the Estate of John R. McGinley, Deceased.
(14) Of the 49,673 shares beneficially owned by Mr. Reda, 32,088 shares are
owned by him individually; 5,744 shares are owned jointly with his spouse;
677 shares are owned individually by his spouse; 3,238 shares are owned by
him as custodian under the New Jersey Uniform Gifts to Minors Act for Louis
J. Reda; 2,472 shares are owned by him as custodian under the New Jersey
Uniform Gifts to Minors Act for Marcy L. Reda; 4,954 shares are owned by
him in an IRA trust account; and 500 shares are owned by his spouse in an
IRA trust account.
(15) Of the 4,947 shares beneficially owned by Mr. Winkler, 2,083 shares are
owned by him individually; 2,700 shares are owned individually by his
spouse in an IRA account with National Financial Services, Corp; 120 shares
are owned by him as custodian under the Pennsylvania Uniform Gifts to
Minors Act for Aaron S. Winkler; 38 shares are owned by him as custodian
under the Pennsylvania Uniform Gifts to Minors Act for Austin C. Winkler;
and 6 shares are owned by him as custodian under the Pennsylvania Uniform
Gifts to Minors Act for Jonah V. Winkler.
PLAN OF DISTRIBUTION
The Company will not engage any outside broker-dealers in
connection with the sale of shares of the Common Stock pursuant to the Plan.
Certain officers and employees of the Company and the Bank Subsidiaries will
administer the Plan. They will not be paid any sales
21
<PAGE>
commissions or any other form of remuneration for their efforts. However, the
Company will reimburse an officer or employee for documented out-of-pocket
expenses that he or she may incur as a result of his or her duties in the
administration of the Plan.
Certain directors and executive officers of the Company will
assist the Company in the administration of the Plan. None of such directors and
executive officers will receive compensation for such services. None of such
directors and executive officers are registered as securities brokers or dealers
under the federal or applicable state securities laws, nor are any of such
persons affiliated with any broker or dealer. Because none of such persons are
in the business of either effecting securities transactions for others or buying
and selling securities for their own account, they are not required to register
as brokers or dealers under the federal securities laws. In addition, the
proposed activities of such directors and executive officers are exempted from
registration pursuant to a specific safe-harbor provision under Rule 3a4-1 under
the 1934 Act. Substantially similar exemptions from registration are available
under applicable state securities laws.
EXPERTS
The consolidated financial statements of the Company, as of
December 31, 1996, and for the year ended December 31, 1996, have been
incorporated by reference herein in reliance upon the report of Rudolph, Palitz
LLP, Certified Public Accountants, and in reliance upon the authority of such
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of the Common Stock offered hereby
will be passed upon for the Company by Schnader Harrison Segal & Lewis, 30 North
Third Street, Suite 700, Harrisburg, Pennsylvania 17101-1713, and Suite 200,
Woodland Falls Corporate Park, 220 Lake Drive East, Cherry Hill, New Jersey
08002-1165.
STATEMENT AS TO INDEMNIFICATION
New Jersey law and the By-laws of the Company provide for
broad indemnification of officers and directors of the Company against
liabilities and expenses incurred by such persons in legal proceedings. Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted
to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable.
22
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
Legal Fees and Disbursements........................................ $12,000.00
Accounting Fees and Disbursements................................... 1,950.00
Printing............................................................ 200.00
SEC and Blue Sky Fees and Costs..................................... 2,006.91*
Postage and Handling................................................ 3,000.00
Miscellaneous....................................................... 843.09
Total Expenses...................................................... $ 20,000.00
============
- ---------------------------
* Actual. All other amounts are estimated.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 14A:3-5(2) of the New Jersey Business Corporation Act
(the "Act") (relating to indemnification in connection with third party actions)
provides that the Registrant has the power to indemnify any person who is or was
a director, officer, employee or agent of the Registrant and any person who is
or was a director, officer, employee or agent of any domestic or foreign
corporation, partnership, joint venture, sole proprietorship trust or other
enterprise whether or not for profit and who is serving at the request of the
Registrant or the legal representative of any such director, officer, trustee,
employee or agent (the "Corporate Agent") against his 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 Registrant, 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 the
applicable standards of conduct set forth above.
Under Section 14A:3-5(3) of the Act (relating to
indemnification in connection with derivative actions), the Registrant has the
power to indemnify a Corporate Agent against his expenses in connection with any
proceeding by or in the right of the Registrant to procure a judgment in its
favor which involves the Corporate Agent by reason of his being or having been
such 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 Registrant.
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 Registrant, unless and only to the extent that the
Superior Court or the court in which such proceeding was brought shall determine
upon application that
R-1
<PAGE>
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.
Section 14A:3-5(4) of the Act (relating to mandatory
indemnification) states that the Registrant shall 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 in subsections 14A:3-5(2)
(relating to indemnification in connection with third party actions) and
14A:3-5(3) (relating to indemnification in connection with derivative actions)
or in defense of any claim, issue or matter therein.
Furthermore, under Section 14A:3-5(5) of the Act (relating to
procedure for effecting indemnification), any indemnification under subsection
14A:3-5(2) (relating to indemnification in connection with third party actions)
and, unless ordered by a court, under subsection 14A:3-5(3) (relating to
indemnification in connection with derivative actions) may be made by the
Registrant 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 subsection 14A:3-5(2) (relating
to indemnification in connection with third party actions) or subsection
14A:3-5(3) (relating to indemnification in connection with derivative actions).
Unless otherwise provided in the 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 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.
Section 14A:3-5(6) of the Act (relating to advancing expenses)
states that expenses incurred by a Corporate Agent in connection with a
proceeding may be paid by the Registrant in advance of the final disposition of
the proceeding 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 such Corporate Agent is not entitled to be
indemnified as provided by the Act.
Section 14A:3-5(7) of the Act provides that if the Registrant,
upon application of a Corporate Agent, has failed or refused to provide
indemnification as required under subsection 14A:3-5(4) (relating to mandatory
indemnification) or permitted under subsections 14A:3-5(2) (relating to
indemnification in connection with third party actions), 14A:3-5(3) (relating to
indemnification in connection with derivative actions) and 14A:3-5(6) (relating
to advancing
R-2
<PAGE>
expenses), a Corporate Agent may apply to a court for an award of
indemnification by the Registrant, and such court:
(a) may award indemnification to the extent authorized under
subsections 14A:3-5(2) (relating to indemnification in
connection with third party actions) and 14A:3-5(3) (relating
to indemnification in connection with derivative actions) and
shall award indemnification to the extent required under
subsection 14A:3-5(4) (relating to mandatory indemnification),
notwithstanding any contrary determination which may have been
made under subsection 14A:3-5(5) (relating to the procedure to
effect indemnification); and
(b) may allow reasonable expenses to the extent authorized by,
and subject to the provisions of, subsection 14A:3-5(6)
(relating to advancing expenses), 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.
Application for such indemnification may be made:
(a) in the civil action in which the expenses were or are to
be incurred or other amounts were or are to be paid; or
(b) to the Superior Court in a separate proceeding. If the
application is for indemnification arising out of a civil
action, it shall set forth reasonable cause for the failure to
make application for such relief in the action or proceeding
in which the expenses were or are to be incurred or other
amounts were or are to be paid.
Section 14A:3-5(7) of the Act further stipulates that the
application shall set forth the disposition of any previous application for
indemnification and shall be made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon notice to the
Registrant. The court may also direct that notice shall be given at the expense
of the Registrant to the shareholders and other such persons as it may designate
in such manner as it may require.
Finally, Section 14A:3-5(7) of the Act states that the
indemnification and advancement of expenses provided by or granted pursuant to
the Act shall not exclude any other rights, including the right to be
indemnified against liabilities and expenses incurred in proceedings by or in
the right of the Registrant, to which a Corporate Agent may be entitled under a
certificate of incorporation, bylaw, agreement, vote of shareholders, or
otherwise; provided that no indemnification shall be made to or on behalf of a
Corporate Agent, if a judgment or other final adjudication adverse to the
Corporate Agent establishes that his acts or omissions were:
(a) in breach of his duty of loyalty to the Registrant or its
shareholders;
(b) not in good faith or involved a knowing violation of law;
or
R-3
<PAGE>
(c) resulted in receipt by the Corporate Agent of an improper
personal benefit.
Section 14A:3-5(9) of the Act (relating to the power to
purchase insurance) specifies that the Registrant shall have the power to
purchase and maintain insurance on behalf of any Corporate Agent against any
expenses incurred in any proceeding and any liabilities asserted against him by
reason of his being or having been a Corporate Agent, whether or not the
Registrant would have the power to indemnify him against such expenses and
liabilities under the provisions of the Act. The Registrant may purchase such
insurance from, or such insurance may be reinsured in whole or in part by, an
insurer owned by or otherwise affiliated with the Registrant whether or not such
insurer does business with other insureds.
Section 14A:3-5(10) of the Act states that the powers granted
by the Act may be exercised by the Registrant, notwithstanding the absence of
any provision in its certificate of incorporation or bylaws authorizing the
exercise of such powers. However, except as required by subsection 14A:3-5(4)
(relating to mandatory indemnification), no indemnification shall be made or
expenses advanced by the Registrant, 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 Registrant or the rights of indemnification to which a Corporate
Agent may be entitled.
The Act however, does not limit the Registrant's power to pay
or reimburse expenses incurred by a Corporate Agent in connection with the
Corporate Agent's appearance as a witness in a proceeding at a time when the
Corporate Agent has not been made a party to the proceeding.
In addition, section 14A:6-1 of the Act (relating to the Board
of Directors) declares that unless otherwise provided by statute or in a
corporation's certificate of incorporation, the business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in discharging his duties to the Registrant and in determining what he
reasonably believes to be in the best interest of the Registrant, a director
may, in addition to considering the effects of any action on shareholders,
consider any of the following:
(a) the effects of the action on the Registrant's employees,
suppliers, creditors and customers;
(b) the effects of the action on the community in which the
Registrant operates; and
(c) the long term as well as the short-term interests of the
Registrant and its shareholders, including the possibility
that these interests may best be served by the continued
independence of the Registrant.
Section 14A:6-1 of the Act also states that if on the basis of
the factors above, the board of directors determines that any proposal or offer
to acquire the Registrant is not in the best interest of the Registrant, it may
reject such proposal or offer. If the board of directors determines
R-4
<PAGE>
to reject any such proposal or offer, the board of directors shall have no
obligation to facilitate, remove any barriers to, or refrain from impeding the
proposal or offer.
Section 14A:6-14 of the Act (relating to liability of
directors; reliance on records and report) states that directors and members of
any committee designated by the board shall discharge their duties in good faith
and with that degree of diligence, care and skill which ordinarily prudent
people would exercise under similar circumstances in like positions.
In discharging their duties, directors and members of any
committee designated by the board shall not be liable if, acting in good faith,
they rely
(a) upon the opinion of counsel for the corporation;
(b) upon written reports setting forth financial data
concerning the Registrant and prepared by an independent
public accountant or certified public accountant or firm of
such accountants;
(c) upon financial statements, books of account or reports of
the Registrant represented to them to be correct by the
president, the officer of the Registrant having charge of its
books of account, or the person presiding at a meeting of the
board; or
(d) upon written reports of committees of the board.
Article V of the Registrant's by-laws provides that the
Registrant shall indemnify, to the full extent authorized by law, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate, is or was a director, officer or employee of the
Registrant or served or serves any other enterprise at the request of the
Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "1933 Act") 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 1933 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 of
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the manner 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 1933 Act and
will be governed by the final adjudication of such issue.
R-5
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Referred to Description of
in Item 601 of Regulation S-K Exhibit
- ----------------------------- -------------
<S> <C>
1 None.
2 None.
4 None.
5 Opinion of Schnader Harrison Segal & Lewis, Special
Counsel to the Registrant, as to the legality of the shares of
the Registrant's common stock being registered.
8 None.
12 None.
15 None.
23A Consent of Schnader Harrison Segal & Lewis, Special
Counsel to the Registrant, found at Exhibit 5.
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants of Plymouth Meeting, Pennsylvania.
25 None.
26 None.
27 None.
28 None.
99D Report of Rudolph, Palitz LLP, dated January 31, 1997.
</TABLE>
Item 17. Undertakings.
Item 512(a) of Regulation S-K.
The Registrant will:
(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution;
(2) for determining liability under the 1933 Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities tat that time to be the bona fide
offering; and
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
R-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-effective Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature and Capacity Date
Richard A. Cline, Director
Harold John Curry, Director and Vice Chairman
Dale F. Falcinelli, Director
James T. Finegan, Director
Barbara Harding, Director, President and Chief Executive Officer
(Principal Executive Officer)
David L. Hensley, Director and Executive Vice President
Thomas F. McGinley, Director and Chairman of the Board
Mark A. Reda, Director
Marc S. Winkler, Director
William F. Keefe, Executive Vice President, Treasurer and Chief
Financial Officer (Principal Financial and Accounting Officer)
Jill A. Pursell, Assistant Vice President and Secretary
/s/ Barbara Harding May 27, 1997
- ---------------------
Barbara Harding
(Attorney-in-Fact)
/s/ William F. Keefe May 27, 1997
- ---------------------
(Attorney-in-Fact)
R-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item Number Description Page
- ----------- ----------- ----
<S> <C> <C> <C>
5 Opinion of Schnader Harrison Segal & Lewis, Special
Counsel to the Registrant, as to the legality of the
shares of the Registrant's common stock being registered ...................... S-1
23A Consent of Schnader Harrison Segal & Lewis,
Special Counsel to Registrant, found at Exhibit 5 ............................. S-4
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants, of Plymouth Meeting, Pennsylvania ............................... S-5
99D Report of Rudolph, Palitz LLP, dated
January 31, 1997............................................................... S-7
</TABLE>
R-8
<PAGE>
EXHIBIT 5
---------
Opinion of Schnader Harrison Segal & Lewis,
Special Counsel to the Registrant,
as to the legality of the shares of
the Registrant's common stock being registered
S-1
<PAGE>
May 15, 1997
Board of Directors
Vista Bancorp, Inc.
305 Roseberry Street
P.O. Box 5360
Phillipsburg, New Jersey 08865
Gentlemen:
We have been engaged as Special Counsel to Vista Bancorp, Inc.
(the "Company"), in connection with the offer and sale of 500,000 shares of its
Common Stock, par value $.50 per share (the "Common Stock"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan.
We have prepared a Post-effective Amendment to the
Registration Statement on Form S-3 to be filed at the Securities and Exchange
Commission in Washington, D.C. under the provisions and regulations of the
Securities Act of 1933, as amended, relating to the offering of the Company of
500,000 shares of Common Stock.
As Special Counsel to the Company, we have supervised all
corporate proceedings in connection with the preparation and filing of the
Post-effective Amendment to the Registration Statement. We have reviewed the
Company's Amended Certificate of Incorporation and By-laws, as presently in
effect. We have also reviewed copies of the Company's corporate minutes and
other proceedings and records relating to the authorization and issuance of the
Common Stock and such other documents and matters of law as we have deemed
necessary in order to render this opinion.
Based upon the foregoing, and in reliance thereon, it is our
opinion that, in accordance with the terms and conditions of the offering as
more fully described in the Prospectus, included as part of the Post-effective
Amendment to the Registration Statement, each of the shares of the Common Stock
issued pursuant to the Post-effective Amendment to the Registration Statement,
will be duly authorized, legally and validly issued and outstanding, and fully
paid and non-assessable on the basis of present New Jersey law.
S-2
<PAGE>
Board of Directors
We hereby consent to the use of this opinion in the
Post-effective Amendment to the Registration Statement, and we further consent
to the reference to our name in the Prospectus, included as part of the
Post-effective Amendment to the Registration Statement, under the caption "Legal
Matters."
Sincerely,
/s/ Schnader Harrison Segal & Lewis
SCHNADER HARRISON SEGAL & LEWIS
S-3
<PAGE>
EXHIBIT 23A
-----------
Consent of Schnader Harrison Segal & Lewis,
Special Counsel to Registrant, found at Exhibit 5
S-4
<PAGE>
EXHIBIT 23B
Consent of Rudolph, Palitz LLP, Certified
Public Accountants, of Plymouth Meeting, Pennsylvania
S-5
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We consent to the incorporation by reference, of our report, dated
January 31, 1997, on the consolidated financial statements of Vista Bancorp,
Inc. and Subsidiaries, and to the reference to our firm under the heading
"Experts", in the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-3.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
Plymouth Meeting, Pennsylvania
May 23, 1997
S-6
<PAGE>
EXHIBIT 99D
Report of Rudolph, Palitz LLP, dated January 31, 1997
S-7
<PAGE>
Report of Independent Accountants
Rudolph, Palitz LLP
CERTIFIED PUBLIC ACCOUNTANTS
620 W. GERMANTOWN PIKE
PLYMOUTH MEETING, PA 19462
Board of Directors and Shareholders
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We have audited the accompanying consolidated balance sheets of Vista
Bancorp, Inc. and Subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vista
Bancorp, Inc. and Subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, the Company changed
its method of accounting for certain investments as of January 1, 1994, and
changed its method of accounting for impaired loans as of January 1, 1995.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidating
information on page 46 is presented for purposes of additional analysis rather
than to present financial position and results of operations of the individual
companies. Accordingly, we do not express an opinion on the financial position
and results of operations of the individual companies. However, the
consolidating information on page 46 has been subjected to the auditing
procedures applied in the audits of the consolidated financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
consolidated financial statements taken as a whole.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
January 31, 1997
Plymouth Meeting, Pennsylvania
S-8
