<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1997
Registration No. 33-92846
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTA BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2870972
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) 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)
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Vista Bancorp, Inc. Employee Stock Purchase Plan
Vista Bancorp, Inc. Board of Directors Stock Purchase Plan
(Full title of the Plans)
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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)
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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
------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per share aggregate offering Amount of registration
registered registered (1) price (1) fee (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 30,000 shares $10.625 $318,750 $109.91
value $.50 per share
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 475(h).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
Index to Exhibits Found on Pages R-11 and R-12
<PAGE>
VISTA BANCORP, INC.
FORM S-8
CROSS REFERENCE SHEET TO PROSPECTUS
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
<TABLE>
<CAPTION>
Prospectus
Form S-8 Caption or
Item No. Item in Form S-8 Location
<S> <C> <C>
Outside Front Cover Page............................................ Cover Page
of the Prospectus
Inside Front and Outside Back Inside Cover Page,
Cover Pages of the Prospectus....................................... Outside Back Cover Page
Available Information............................................... 1
The Company......................................................... 2
Item 1 Plan Information.................................................... 2
Item 1(a) General Plan Information............................................ 3
Item 1(b) Securities to be Offered............................................ 4
Item 1(c) Persons Who May Participate
in the Plans........................................................ 10
Item 1(d) Purchase of Securities Pursuant
to the Plans and Payment for
Securities Offered.................................................. 10
Item 1(e) Resale Restrictions................................................. N/A
Item 1(f) Tax Effects of Participation in the Plans........................... 13
Item 1(g) Investment of Funds................................................. N/A
Item 1(h) Withdrawal from Plans; Assignment
of Interest......................................................... 15
Item 1(i) Forfeitures and Penalties........................................... N/A
Item 1(j) Charges and Deductions and
Liens Therefor...................................................... N/A
Item 2 Company Information and Employee
Plan Annual Information............................................. 15
</TABLE>
<PAGE>
PROSPECTUS
30,000 Shares
VISTA BANCORP, INC.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
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EMPLOYEE STOCK PURCHASE PLAN
BOARD OF DIRECTORS STOCK PURCHASE PLAN
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Common Stock, Par Value $.50
Per Share
------------------------------------------------------------------
This Prospectus relates to:
(a) 10,000 shares of Common Stock, par value $.50 per share
("Common Stock"), of Vista Bancorp, Inc. ("Company"), issuable pursuant to
options, that may be granted to employees of the Company and its subsidiaries
under the Company's Employee Stock Purchase Plan ("ESPP"); and
(b) 20,000 shares of Common Stock, issuable to members of the
Board of Directors of the Company under the Registrant's Board of Directors
Stock Purchase Plan ("BDSPP").
---------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION ("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.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS 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
Page
AVAILABLE INFORMATION...................................................... 1
THE COMPANY................................................................ 2
PLAN INFORMATION...................................................... 2
GENERAL PLAN INFORMATION........................................ 3
General Nature and Purpose of Plans....................... 3
Duration of Plans and Provisions for Modification,
Earlier Termination or Extension................... 3
Applicability of Employee Retirement
Income Security Act of 1974 ("ERISA").............. 3
Administration of the Plans.......................... 4
SECURITIES TO BE OFFERED........................................ 4
Description of Common Stock............................... 4
Anti-takeover Provisions.................................. 5
Price Range of Common Stock and Dividends................. 7
Dividend Restrictions on Phillipsburg National Bank.. 8
Dividend Restrictions on Twin Rivers................. 8
Dividend Restrictions on the Company................. 9
Rights as a Shareholder................................... 9
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<PAGE>
PERSONS WHO MAY PARTICIPATE IN THE PLANS........................ 10
ESPP Eligibility.......................................... 10
BDSPP Eligibility......................................... 10
PURCHASE OF SECURITIES PURSUANT TO THE PLANS
AND PAYMENT FOR SECURITIES OFFERED............................ 10
Terms and Conditions of ESPP.............................. 10
Number of Shares..................................... 10
Option Price......................................... 11
Medium and Time of Payment........................... 11
Exercise and Term of Option.......................... 11
Accrual Limitation................................... 11
Death of Employee and Transfer of Option............. 11
Recapitalization..................................... 12
Other Provisions..................................... 12
Terms and Conditions of BDSPP............................. 12
Number of Shares..................................... 12
Price and Payment.................................... 13
Reports................................................... 13
TAX EFFECTS OF PARTICIPATION IN THE PLANS....................... 13
Federal Income Tax Consequences - ESPP.................... 13
Federal Income Tax Consequences - BDSPP................... 14
WITHDRAWAL FROM THE PLANS; ASSIGNMENT
OF INTEREST................................................... 15
COMPANY INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.................................................. 15
EXPERTS............................................................... 15
LEGAL OPINION......................................................... 16
ii
<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 materials 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" or "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 thereto, on Form S-8 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
thereto, pursuant to the rules and regulations of the SEC, and reference is made
to the Registration Statement and the Post-Effective Amendment thereto,
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 thereto, 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.
1
<PAGE>
THE COMPANY
The Company is a New Jersey business corporation incorporated
on March 15, 1988 and registered under the provisions of the Bank Holding
Company Act of 1956, as amended.
The Company's primary federal regulator is the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). Under
Federal Reserve Board policy, the Company is expected to act as a source of
financial strength to its subsidiary banks and to commit resources to support
its subsidiary banks. This support may be required at times when, absent such
Federal Reserve Board policy, the Company may not find itself able to provide
such support.
The Company has two (2) wholly-owned subsidiary banks,
Phillipsburg National Bank and Trust Company ("Phillipsburg National Bank") and
Twin Rivers Community Bank ("Twin Rivers") (Phillipsburg National Bank and Twin
Rivers are collectively referred to herein as the "Bank Subsidiaries"). The
Company's and Phillipsburg National Bank's principal executive offices are
located at 305 Roseberry Street, Phillipsburg, New Jersey 08865, telephone (908)
859-9500. The Company has limited space requirements and, therefore, does not
reimburse Phillipsburg National Bank for such use. Twin Rivers' principal
executive offices are located at 2925 William Penn Highway, Easton, Pennsylvania
18045, telephone (610) 252-2900.
The Company functions primarily as the holder of all the Bank
Subsidiaries' capital stock. Although the Company does not have any acquisition
plans, the Company may acquire or form additional subsidiaries, including other
banks to the extent provided by law. In addition, the Bank Subsidiaries may
acquire or form additional branch offices.
As of March 31, 1997, the Company and its Bank Subsidiaries
had consolidated assets of approximately $512.9 million, total consolidated
shareholders equity of approximately $38.0 million, and total consolidated
liabilities of approximately $474.9 million.
As of March 31, 1997, the Company had approximately 791
shareholders of the Common Stock.
As of March 31, 1997, the Company had 33 full-time and 3
part-time employees. These employees work in the following areas: corporate
security/disaster recovery, compliance, audit, loan review, data processing and
bookkeeping. The Company does not own or have any property.
PLAN INFORMATION
A description of the Company's ESPP and BDSPP follows. (The
ESPP and the BDSPP are collectively referred to herein as the "Plans"). The
description of the Plans contained
2
<PAGE>
in this Prospectus is not complete and is qualified in its entirety by the
actual terms of the Plans which are attached as Exhibits to the Registration
Statement, and post-effective amendments or interpretations thereof, to which
reference is made.
GENERAL PLAN INFORMATION
General Nature and Purpose of Plans
The ESPP is intended as an incentive to encourage stock
ownership by all employees of the Company or any subsidiary corporation so that
the employees may acquire or increase their proprietary interest in the success
of the Company, and to encourage them to remain in the employ of the Company. It
is further intended that the options issued pursuant to the ESPP will constitute
options issued pursuant to an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986 (the "Code").
The purpose of the BDSPP is to provide a simple and convenient
method for members of the Board of Directors of the Company or any subsidiary
corporation to purchase shares of the Company in lieu of receiving cash
compensation for their services, as members of the Board of the Company or any
subsidiary corporation.
Duration of Plans and Provisions for Modification, Earlier
Termination or Extension
The Board of Directors shall have power and authority to
terminate, amend or suspend either of the Plans at any time without any
requirement of shareholder approval; provided that the Plans may not be amended
to increase the aggregate number of shares that may be issued under the Plans
without the approval of the shareholders of the Company. No termination,
amendment or suspension of the ESPP may, without the consent of an Employee then
having an Option, adversely affect the rights of such Employee under the Option.
Applicability of Employee Retirement Income Security Act of
1974 ("ERISA")
Neither of the Plans are covered by ERISA. ERISA covers
employee pension benefit plans and employee welfare benefit plans. Employee
pension benefit plans provide retirement benefits or deferral of compensation to
or beyond termination of employment. Employee welfare benefit plans provide
medical, disability, severance or other specified benefits. The ESPP and BDSPP
are limited insofar as they only provide employees and directors with the
ability to acquire stock on a regular periodic basis.
3
<PAGE>
Administration of the Plans
The Plans are administered by the Executive Committee of the
Company. The Executive Committee selects one of its members as Chairman. The
Executive Committee holds meetings at such times and places as it may determine.
A majority vote 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, are valid acts of the Executive Committee.
The interpretation and construction by the Executive Committee
of any provisions of either of the Plans or any options granted under the ESPP
are final unless otherwise determined by the Board of Directors. No member of
the Board of Directors sitting on the Executive Committee will be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it.
For additional information relating to the Plans and their
administrators, please contact:
Jill A. Pursell, Assistant Vice President and Corporate Secretary
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
Telephone: (908) 859-9559
SECURITIES TO BE OFFERED
Description of Common Stock
The Common Stock subject to the Plans will be the Company's
authorized but unissued or reacquired Common Stock. As of March 31, 1997, 40,078
shares of Common Stock are reserved for issuance under the Plans.
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
4
<PAGE>
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 shares of the Common Stock reserved for issuance
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan, the
ESPP and BDSPP, 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."
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
5
<PAGE>
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 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
6
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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 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 Phillipsburg National Bank. Prior to such formation,
Phillipsburg National Bank 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.
7
<PAGE>
Dividend Restrictions on Phillipsburg National Bank
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 (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 Phillipsburg National Bank, 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
8
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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.
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.
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.
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.
Rights as a Shareholder
Under the ESPP, an employee who has an option to purchase
shares of the Common Stock of the Company, has no rights as a shareholder with
respect to any shares of Common Stock covered by such option until the date on
which the Company records the transfer of Common Stock pursuant to the ESPP on
its stock transfer book. No adjustment will be made for dividends, (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued. See "Plan Information -- Purchase of Securities Pursuant
to the Plans and Payment for Securities Offered:
Terms and Conditions of ESPP; Recapitalization."
Similarly, under the BDSPP, an electing director has no rights
as a shareholder with respect to any shares of Common Stock covered by his or
her election until the date on which the Company records the transfer of Common
Stock pursuant to the BDSPP on its stock transfer book.
9
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PERSONS WHO MAY PARTICIPATE IN THE PLANS
ESPP Eligibility
All employees of the Company or a subsidiary of the Company
who are employed by the Company or a subsidiary of the Company for one year or
more are granted options under the ESPP to purchase the Company's Common Stock.
The term "employee" does not include an employee whose customary employment is
20 hours or less per week or whose employment does not extend for more than 5
months in any calendar year.
In no event may an employee be granted an option if such
employee, immediately after the option is granted, owns 5% or more of the total
combined voting power or value of all classes of stock of the Company or its
parent corporation or subsidiary corporation, as the terms "parent corporation"
and "subsidiary corporation" are defined in Section 425(e) and (f) of the Code.
Stock options granted pursuant to the ESPP will be evidenced
by agreements in the form approved by the Committee and all employees granted
agreements will have the same rights and privileges.
BDSPP Eligibility
All members of the Board of Directors are eligible to
participate in the BDSPP. The election to receive shares of Common Stock of the
Company pursuant to the BDSPP in lieu of a cash compensation must be made by
each director in writing prior to the date such compensation is to be paid by
the Company or a subsidiary corporation. Once an election is made, it shall
remain in effect until revoked in writing.
PURCHASE OF SECURITIES PURSUANT TO THE PLANS AND PAYMENT FOR
SECURITIES OFFERED
Terms and Conditions of ESPP
Number of Shares
Each option granted under the ESPP provides that an employee
may purchase shares of Common Stock. However, the total amount paid by each
employee in exercising the options in any calendar year may not exceed 8% of the
annualized base salary earned by the employee during the calendar year
immediately preceding the year in which the employee exercises the options.
Employees are not permitted to purchase Common Stock pursuant
to the ESPP in an amount in excess of $25,000 of the fair market value of such
Common Stock for the calendar year
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in which the option is outstanding, or which, after the option is granted, would
increase such employee's ownership interest to 5% or more of the combined voting
power or value of all classes of stock of the Company. See "Plan Information --
Purchase of Securities Pursuant to the Plans and Payment for Securities Offered:
Terms and Conditions of ESPP; Exercise and Term of Option" and "Plan Information
- -- Employees Who May Participate in the Plans: ESPP Eligibility."
Option Price
Each option shall state the option price, which shall be an
amount equal to 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 ESPP.
Medium and Time of Payment
The option price is payable in United States dollars upon the
exercise of the option and may be paid in cash or by check.
Exercise and Term of Option
Employees may exercise portions of the option during the
course of the calendar year in which such option is granted. All unexercised
portions of each option will expire on December 31 of the year in which such
option is granted, or upon the termination of the employee's employment with the
Company or a subsidiary of the Company (other than by the death of the
employee), whichever is earlier.
Accrual Limitation
The right to purchase stock under an option accrues when the
option (or any portion thereof) first becomes exercisable during the calendar
year. The right to purchase stock under an option accrues at the rate provided
in the option but in no case may such rate exceed $25,000 of fair market value
of such stock (determined at the time such option is granted) for any one
calendar year. Finally, a right to purchase stock which has accrued under the
option granted pursuant to the ESPP may not be carried over to any other option.
Death of Employee and Transfer of Option
If the employee dies while in the employ of the Company or a subsidiary of
the Company, the option may be exercised, subject to the condition that no
option is exercisable after December 31 of the year in which it is granted, to
the extent that the employee's right to exercise such option had accrued
pursuant to the ESPP at the time of his or her death and had not previously
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been exercised. The option may be exercised by the executors or administrators
of the employee's estate or by any person or persons who acquired the option
directly from the employee by bequest or inheritance.
No option is transferable by the employee or otherwise than by
will or the laws of descent and distribution.
Recapitalization
The number of shares of the Common Stock covered by each
outstanding option, and the price per share for each such option, will be
proportionately adjusted to reflect any increase or decrease in the number of
issued shares of the Common Stock of the Company resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Common Stock) or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company.
Subject to any required action by the shareholders, if the
Company is the surviving entity in any merger or consolidation, each outstanding
option will pertain to and apply to the securities to which a holder of the
number of shares of the Common Stock subject to the option would have been
entitled. A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving entity will cause each
outstanding option to terminate. Each employee will, in such event, have the
right immediately prior to such dissolution or liquidation, or merger or
consolidation in which the Company is not the surviving corporation, to exercise
his or her option.
The foregoing adjustments will be made by the Executive
Committee, whose determination will be final, binding and conclusive.
Other Provisions
The option agreements authorized under the ESPP shall contain
such other provisions as the Executive Committee shall deem advisable, provided
that no such provision may in any way be in conflict with the terms of the ESPP.
Terms and Conditions of BDSPP
Number of Shares
The BDSPP allows each member of the Board of Directors to elect to receive
his or her compensation as a Director in the form of Common Stock. The number of
shares which may be purchased by such electing Director is determined by
computing a quotient, the numerator of which is the compensation payable to the
electing Director for services rendered to the Company or a subsidiary of the
Company and the denominator of which is an amount equal to the closing NASDAQ
bid price ("Plan Price Per Share") on the last business day of the second week
in
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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 BDSPP.
The election to receive compensation in the form of Common
Stock may be made only with respect to the entire compensation to the electing
Director in connection with his or her services as a Director.
Fractional shares will not be issued pursuant to the BDSPP,
but each electing director will, at his or her election, receive the remaining
fractional portion of the compensation payment in the form of cash or a check
from the Company or a subsidiary of the Company, or such remaining fractional
portion may be held on account and applied subsequently to purchase Common Stock
pursuant to the BDSPP.
Price and Payment
The price per share of Common Stock is the 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 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 BDSPP.
Subject to the foregoing, the Executive Committee has full
authority and discretion in determining the fair market value of the Common
Stock.
Reports
The Company will not make any reports to employees or
directors concerning Common Stock purchased under the Plans.
TAX EFFECTS OF PARTICIPATION IN THE PLANS
Federal Income Tax Consequences - ESPP
The ESPP is intended to qualify as an employee stock purchase
plan within the meaning of Section 423 of the Code. Neither the grant nor the
exercise of options will give rise to Federal income tax to the recipient or a
deduction to the Company. Employees will receive a tax basis in stock purchased
under the ESPP equal to the option price. Provided no "disqualifying
disposition" (described below) is made, employees will, upon subsequent sale or
other disposition of shares purchased pursuant to an option, realize ordinary
compensation income equal to the lesser
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of (1) the excess of the fair market value of the shares at the time of such
disposition over the option price; or (2) the excess of the fair market value of
the shares at the time the option was granted over the option price. The
employee's basis in the shares at the time of such disposition will be increased
by an amount equal to the ordinary income realized. If the disposition is a
taxable sale or exchange, the employee will also realize capital gain (or loss)
equal to the excess (or deficiency) of the amount realized upon disposition over
the tax basis in the shares as so adjusted.
If an employee dies while holding shares purchased under the
ESPP, there must be reported as ordinary compensation income on such employee's
final income tax return an amount equal to the lesser of (1) the excess of the
fair market value of the shares on the date of death over the option price, or
(2) the excess of the fair market value of the shares on the date of grant over
the option price. Subsequently, the tax basis of the shares in the hands of the
employee's estate or other successor will be their fair market value on the date
of death. If an employee dies while holding an unexercised option, and the
employee's estate or other successor exercises the option, such exercise will be
treated as an exercise by the employee followed by a transfer by reason of such
employee's death.
The favorable tax treatment described above is accorded an
employee only if the employee does not make a "disqualifying disposition" of
shares purchased under an option. A "disqualifying disposition" is made when the
employee transfers the shares purchased under an option within two years after
the date the option was granted or within one year after its exercise. Any
transfer will constitute a disqualifying disposition except: (1) a transfer by a
decedent to his or her estate or other successor; (2) certain tax-free
exchanges; (3) a mere pledge or hypothecation; or (4) a transfer into the names
of the employee and another person jointly with right of survivorship. An
employee who makes a disqualifying disposition will realize, in the year of such
disposition, ordinary income equal to the excess of the fair market value of the
shares on the date of exercise, over the option price and capital gain (or loss)
equal to the excess or deficiency of the amount realized upon disposition over
the fair market value of the shares on the date of exercise. Upon a
disqualifying disposition, the Company would be entitled to deduct an amount
equal to the ordinary income realized by the employee. With respect to an
officer of the Company who is subject to Section 16(b) of the 1934 Act, the
measurement of ordinary income upon a disqualifying disposition may be deferred
in accordance with Section 83 of the Code.
BECAUSE OF THE COMPLEXITY OF THE FEDERAL TAX LAWS RELATING TO
EMPLOYEE STOCK OPTION PLANS AND THE APPLICATION OF STATE AND LOCAL LAWS,
EMPLOYEES ARE ADVISED TO CONSULT THEIR PERSONAL TAX ADVISORS REGARDING THESE
MATTERS.
Federal Income Tax Consequences - BDSPP
The fair market value of the shares received by directors
under the BDSPP shall be included in gross income, as compensation for services,
of the director in the year the shares are transferred. The Company shall be
entitled to a deduction in an equal amount.
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WITHDRAWAL FROM THE PLANS; ASSIGNMENT OF INTEREST
See "Plan Information -- Purchase of Securities Pursuant to
the Plans and Payment for Securities Offered: Terms and Conditions of ESPP;
Death of Employee and Transfer of Option."
COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company hereby incorporates by reference in this
Prospectus the documents listed below and hereby further states that all such
documents subsequently filed by it pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be part thereof from the date of filing of
such documents:
(a) The Company's annual report on SEC Form 10-K for the
year ended December 31, 1996 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.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal
year covered by the registrant document referred to
in (a) above.
The Company will provide to each person to whom a copy of this
Prospectus is delivered, upon request and without charge, a copy of any
information incorporated by reference (other than exhibits thereto). Requests
should be made to:
Jill A. Pursell, Assistant Vice President and Corporate Secretary
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
Telephone: (908) 859-9559
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
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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 OPINION
The validity of the Common Stock offered, pursuant to the
terms of the BDSPP and ESPP, 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.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this
registration statement the documents listed below and hereby further states that
all such documents subsequently filed by it pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part thereof
from the date of filing of such documents.
(a) The Company's annual report on SEC Form 10-K for the
year ended December 31, 1996 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.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal
year covered by the registrant document referred to
in (a) above.
Item 4. DESCRIPTION OF SECURITIES
A. DESCRIPTION OF COMMON STOCK
The Registrant 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 Registrant'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 the 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 Registrant.
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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 Registrant.
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 above under the caption
entitled "Price Range of Common Stock and Dividends."
In some jurisdictions, shares of Common Stock of a general
business corporation, such as the Registrant, may be treated differently from
shares of stock of a bank and trust company, and therefore, may be subject to
personal property taxation.
B. ANTI-TAKEOVER PROVISIONS
The Amended Certificate of Incorporation and by-laws of the
Registrant 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 Registrant 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 Registrant 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
Registrant. Shareholders of the Registrant will have preemptive rights with
respect to the purchase of these shares.
Provision for a staggered Board of Directors has been included
in the Registrant'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.
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Article 9 of the Registrant'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 Registrant 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
Registrant's Amended Certificate of Incorporation to permit the Board of
Directors to recognize its responsibilities to these constituent groups and to
the Registrant, the Bank Subsidiaries and the communities which they serve.
Another provision of the Registrant's Amended Certificate of
Incorporation provides that any merger, consolidation, sale of assets or similar
transaction requires the affirmative vote of: (1) the holders of 75% of the
Registrant's outstanding stock, or (ii) the holders of 66 2/3% of the
Registrant's outstanding stock, provided that such transaction has received the
prior approval of 80% of the entire Board of Directors. The Act provides that
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 Registrant believes that the
shareholders would be inadequately protected from the potential abuses of
unsolicited takeover attempts.
Article 10 of the Registrant's Amended Certificate of
Incorporation, also regarding business combinations, includes a "fair price"
provision. Under this provision no merger, consolidation, or liquidation of the
Registrant 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 Registrant. The provision is not
designed to prevent or discourage tender offers for the Registrant 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 Registrant) 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 Registrant's Amended Certificate of Incorporation, however,
provides that certain provisions designed to protect the Registrant 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 Registrant 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 Registrant can
be amended by an affirmative vote of the holders of a majority of outstanding
voting stock. The Registrant believes that this procedural provision is
essential to preserve the substantive provisions of the Registrant's Amended
Certificate of Incorporation.
Finally, the by-laws provide that nominations of candidates
for election as directors of the Registrant, other than those made by Board of
Directors, must be made in writing and
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delivered or mailed to the Secretary of the Registrant 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 Registrant 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 Registrant's current management in
retaining its position and place it in a better position to resist changes which
some shareholders may deem desirable if dissatisfied with the conduct of the
Registrant'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 Registrant.
C. DIVIDENDS
The Registrant has paid cash dividends since its formation as
the parent holding company of Phillipsburg National Bank. Prior to such
formation, Phillipsburg National Bank paid dividends for more than thirty-five
(35) years. It is the present intention of the Registrant'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 Registrant must initially come from dividends paid by the
Bank Subsidiaries to the Registrant. Therefore, the restrictions on the Bank
Subsidiaries dividend payments are directly applicable to the Registrant.
1. Dividend Restrictions on Phillipsburg National Bank
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.
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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 (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.
2. Dividend Restrictions on Twin Rivers
Similar to Phillipsburg National Bank, 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.
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.
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.
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3. 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5(2) of 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
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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
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.
R-7
<PAGE>
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 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
R-8
<PAGE>
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
(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:
R-9
<PAGE>
(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 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.
R-10
<PAGE>
Insofar as indemnification for liabilities arising under 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 SEC, 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
Neither the Vista Bancorp, Inc. Employee Stock Purchase Plan,
as amended, nor the Vista Bancorp, Inc. Board of Directors Stock Purchase Plan,
as amended, is subject to the requirements of the Employee Retirement Insurance
Security Act of 1974.
<TABLE>
<CAPTION>
Exhibit Number Referred to
in Item 601 of Regulation S-K Description of Exhibit
- ----------------------------- ----------------------
<S> <C>
4A Vista Bancorp, Inc. Employee Stock Purchase Plan, as
amended and restated on April 23, 1997.
4B Vista Bancorp, Inc. Board of Directors Stock Purchase
Plan, as amended and restated on April 23, 1997.
5 Opinion of Schnader Harrison
Segal & Lewis, Special
Counsel to the Registrant, as
to the legality of the shares
of the Registrant's stock
being registered.
15 Not Applicable.
23A Consent of Schnader Harrison Segal & Lewis, Special
Counsel to the Registrant.
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants of Plymouth Meeting, Pennsylvania.
24 Power of Attorney given by the Officers and Directors
of the Registrant.
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
</TABLE>
R-11
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
28 Not Applicable.
99 Report of Rudolph, Palitz LLP, dated January 31, 1997.
</TABLE>
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
R-12
<PAGE>
(e) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under
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 SEC 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.
R-13
<PAGE>
SIGNATURES
The Registrant: Pursuant to the requirements 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 Post-effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Phillipsburg, State of
New Jersey, on May 27, 1997.
VISTA BANCORP, INC.
By: /s/ Barbara Harding
------------------------------
Barbara Harding, President and
Chief Executive Officer
The Plans: Pursuant to the requirements of the Securities Act
of 1933, the members of the Executive Committee, the administrators of the
Plans, have duly caused this Post-effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phillipsburg, State of New Jersey, on May 27, 1997.
VISTA BANCORP, INC.
EXECUTIVE COMMITTEE
By: /s/ Richard A. Cline
------------------------------
Richard A. Cline
By: /s/ Harold John Curry
------------------------------
Harold John Curry
By: /s/ Thomas F. McGinley
------------------------------
Thomas F. McGinley, Chairman of
the Executive Committee
By: /s/ Mark A. Reda
------------------------------
Mark A. Reda
R-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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-15
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item Number Description Page
- ----------- ----------- ----
<S> <C> <C>
4A Vista Bancorp, Inc. Employee Stock Purchase Plan,
as amended and restated on April 23, 1997............................... S-1
4B Vista Bancorp, Inc. Board of Directors Stock Purchase
Plan, as amended and restated on April 23, 1997......................... S-9
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-14
23A Consent of Schnader Harrison Segal & Lewis, Special
Counsel to Registrant found at Exhibit 5 hereto......................... S-17
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants, of Plymouth Meeting, Pennsylvania.......................... S-18
99 Report of Rudolph, Palitz LLP, dated January 31, 1997................... S-20
</TABLE>
R-16
<PAGE>
EXHIBIT 4A
Vista Bancorp, Inc. Employee Stock Purchase Plan,
as amended and restated on April 23, 1997
S-1
<PAGE>
VISTA BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
Vista Bancorp, Inc. Employee Stock Purchase Plan is intended to provide
employees of Vista Bancorp, Inc. and its subsidiaries the opportunity to acquire
ownership interests in the Corporation through an investment program. The
Corporation believes that ownership of its Common Stock will motivate employees
to improve their job performance, and enhance the financial results of the
Corporation. The Plan is intended to qualify as an "employee stock purchase
plan" under ss.423 of the Internal Revenue Code, and shall be constructed so as
to extend and limit participation in a manner consistent with the requirements
thereof.
ARTICLE II - DEFINITIONS
2.01 Board
"Board" shall mean the Board of Directors of Vista Bancorp, Inc.
2.02 Code
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.03 Commencement Date
"Commencement Date" shall mean the date on which annual Options are
granted.
2.04 Committee
"Committee" shall mean the members of the Executive Committee of the
Corporation.
2.05 Common Stock
"Common Stock" shall mean the Common Stock, par value $.50 per share,
of Vista Bancorp, Inc.
2.06 Corporation
"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation,
and its Subsidiary Corporations.
S-2
<PAGE>
2.07 Employee
"Employee" shall mean any person who is employed by the Corporation for
more than one year and whose employment is 20 hours or more per week.
2.08 Option
"Option" shall mean an annual Option granted to purchase Common Stock
of the Corporation.
2.09 Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation
that (i) is a "subsidiary corporation" of Vista Bancorp, Inc. as that
term is defined in ss.424 of the Code and (ii) is designated as a
participant in the Plan by the Committee at the effective date or
subsequently.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility
Each Employee shall be eligible to participate in the Plan on or after
he becomes an Employee as defined in ss.2.07. Every Employee eligible for an
Option shall be entitled to exercise that Option for a period of not less than
one month after the date on which the Option is granted.
3.02 Restrictions on Participation
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall participate in an Offering
(a) if, immediately after the Commencement Date, such Employee
would own stock, and/or hold outstanding options to purchase
stock, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Corporation (for
purposes of this paragraph, the rules of ss.424(d) of the Code
shall apply in determining stock ownership of any Employee);or
(b) to the extent that his rights to purchase stock under all
employee stock purchase plans of the Corporation accrue at a
rate which exceeds $25,000 in fair market value of the stock
(determined at the time such Option is granted) for each
calendar year in which such Option is outstanding.
S-3
<PAGE>
3.03 Commencement of Participation
An eligible Employee may participate by completing an authorization for
payroll deduction form provided by the Corporation, and filing it with the
Corporation during the calendar months of March, June, September and December.
An eligible Employee may also participate by completing an exercise of Option
agreement and filing it with the Corporation along with their check payable to
the Corporation.
ARTICLE IV - GRANTING OF OPTIONS
4.01 Annual Options
Each Option granted will be equal to 8% of the Employees annualized
base salary earned by the Employee during the calendar year immediately
preceding the year in which the Options are granted.
4.02 Number of Option Shares
To determine the number of Option shares an Employee is allowed to
purchase, they must divide the Option price determined under ss.4.03 into their
Option total.
4.03 Option Price
The Option price of the Common Stock shall be 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.
4.04 Employee's Interest in Option Stock
The Employee shall have no rights as a shareholder with respect to any
shares covered by his Option until the date on which the Corporation records the
transfer of stock pursuant to the Plan.
ARTICLE V - PAYROLL DEDUCTIONS
5.01 Amount of Deduction
The minimum deduction will be $5 per pay period and a maximum not to
exceed the total Employee Option.
S-4
<PAGE>
5.02 Employee's Account
Shares will be purchased on the last business day of the second week in
February, May, August, November and a final purchase on December 31. Each
employee's shareholder account will be credited with the number of whole shares
equal to the total amount deducted during the quarter. Any remaining fractional
balance will be held by the Corporation for the employee's account and applied
to the next quarter purchase.
5.03 Changes in Payroll Deductions
An Employee may file a new authorization for payroll deduction or alter
the amount of his current payroll deduction during the months of March, June,
September and December. An Employee may discontinue his payroll deduction under
the Plan at any time.
5.04 Leave of Absence
If an Employee goes on a leave of absence without pay, his deduction
will be suspended until he resumes his employment.
5.05 Withdrawal
An Employee may withdraw the full amount held for his account under the
Plan at any time by giving written notice to the Corporation. The balance held
for his account along with the fractional balance shall be paid to him promptly
after receipt of his notice of withdrawal, and no further deductions will be
made from his pay.
ARTICLE VI - EXERCISE OF OPTIONS
6.01 Exercise
Employees who do not elect payroll deduction may exercise portions of
their Option during the course of the calendar year in which such Option is
granted. Employees enrolled in payroll deduction may exercise any remaining
Option balance during the calendar year as long as total price paid of all
purchases does not exceed the total Option granted. All unexercised portions of
each Option shall expire on December 31 of the year in which such Option is
granted, or upon the termination of the Employee's employment with the
Corporation, whichever is earlier.
6.02 Delivery of Stock Certificate
The Corporation shall promptly record all acquisitions of stock
pursuant to the Plan on the shareholder account of each employee and shall
provide employees with appropriate documentation of such purchase. One
certificate will be issued during the first quarter of the following calendar
year for the total shares purchased through the Plan the preceding year.
S-5
<PAGE>
6.03 Transferability of Stock
Common Stock issued pursuant to the Plan shall not be transferable,
other than to the Employee's estate or by bequest or inheritance, or incident to
the Employee's divorce, for one year after the date of purchase. After one year
from the time the Option is exercised, the stock can be sold through the
securities exchange under which it is traded or can be transferred as requested
by the employee.
6.04 Registration of Stock
Common Stock to be delivered to an Employee under the Plan shall be
registered in the name of the Employee, or, if the Employee so directs by
written notice to the Corporation prior to the Option expiration date applicable
thereto, in the names of the Employee and one such other person as may be
designated by the Employee, as joint tenants with rights of survivorship or as
tenants by the entirety, to the extent permitted by applicable law.
ARTICLE VII - WITHDRAWAL
7.01 Termination of Employment
Upon the termination of an Employee's employment for any reason,
including retirement (but excluding death while in the employ of the
Corporation), all unexercised portions of each Option shall expire.
7.02 Termination of Employment due to Death
If an employee shall die while in the employ of the Corporation, the
Option may be exercised, subject to the condition that no Option shall be
exercisable after December 31 of the year in which such Option is granted, to
the extent that the employee's right to exercise such Option had accrued
pursuant to the Plan at the time of his death and had not previously been
exercised. The Option may be so exercised by the executors or administrators of
the employee or by any person or persons who shall have acquired the Option
directly from the employee by bequest or inheritance.
ARTICLE VIII - ADMINISTRATION
8.01 Rules Governing the Committee
The Plan shall be administered by the Executive Committee of Vista
Bancorp, Inc. The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. A majority of
the Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
S-6
<PAGE>
The interpretation and construction by the Committee of any provisions
of the Plan or of any Option granted under it shall be final unless otherwise
determined by the Board of Directors. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted under it.
8.02 Indemnification of Executive Committee
In addition to such other right of indemnification as they may have as
members of the Committee, the members of the Committee shall be indemnified by
the Corporation against reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therefrom, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by then in settlement thereof or paid by them in satisfaction of a
judgement in any such action, suite or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his duties.
ARTICLE IX - MISCELLANEOUS
9.01 Transferability
No Option shall be transferable by the employee otherwise than by will
or the laws of descent and distribution.
9.02 Recapitalization
If, while any Options under the Plan are outstanding, the outstanding
shares of Common Stock have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the
Corporation through reorganization, recapitalization, reclassification, stock
split, reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made in the number and/or kind of shares which are subject to
purchase under outstanding Options and in the exercise price applicable to such
outstanding Options. In addition, in any such event, the number and/or kind of
shares which may be granted in the Options shall also be proportionately
adjusted.
9.03 Amendment and Termination
The Board shall have complete power and authority to terminate, amend
or suspend the Plan at any time without any requirement of shareholder approval
if the Board determines that such termination, amendment or suspension in the
best interest of the shareholders. No termination, amendment or suspension of
the Plan may, without the consent of an Employee than having an Option under the
Plan to purchase Common Stock, adversely affect the rights of such Employee.
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The Plan shall not be amended more than once annually, other than to conform
with changes in the Code or the rules thereunder.
9.04 No Employment Rights
The Plan does not, directly or indirectly, create in any Employee or
class of Employees any right with respect to continuation of employment by the
Corporation, and it shall not be deemed to interfere in any way with the
Corporation's right to terminate, or otherwise modify, an Employee's employment
at any time.
9.05 Application of Funds
The proceeds received by the Corporation from the sale of common stock
pursuant to Options will be used for general purposes.
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EXHIBIT 4B
Vista Bancorp, Inc. Board of Directors Stock Purchase Plan,
as amended and restated on April 23, 1997
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VISTA BANCORP, INC.
DIRECTOR STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
Vista Bancorp, Inc. Director Stock Purchase Plan is intended to provide
a simple and convenient method for members of the Board of Directors of Vista
Bancorp, Inc. and its subsidiaries to purchase shares of the Corporation in lieu
of receiving cash compensation for their services, as members of such Board, to
the Corporation or any subsidiary corporation.
ARTICLE II - DEFINITIONS
2.01 Board
"Board" shall mean the Board of Directors of Vista Bancorp, Inc.
2.02 Committee
"Committee" shall mean the members of the Executive Committee of the
Corporation.
2.03 Common Stock
"Common Stock" shall mean the Common Stock, par value $.50 per share,
of Vista Bancorp, Inc.
2.04 Corporation
"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation,
and its Subsidiary Corporations.
2.05 Director
"Director" shall mean any person who is sits on the Board of Directors
of the Corporation and any subsidiary corporation.
2.06 Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation
that (I) is a "subsidiary corporation" of Vista Bancorp, Inc. as that
term is defined in ss.424 of the Code and (ii) is designated as a
participant in the Plan by the Committee at the effective date or
subsequently.
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ARTICLE III - TERMS AND CONDITIONS
3.01 Initial Eligibility
All Directors of the Corporation are eligible to participate in the
Plan.
3.02 Commencement of Participation
The election to receive shares of Common Stock of the Corporation
pursuant to the Plan in lieu of a cash compensation must be made by the Director
by completing an authorization enrollment form provided by the Corporation.
prior to the date such compensation is to be paid by the Corporation or a
subsidiary corporation.
3.03 Number of Shares Issued
Each member of the Board may elect to receive his entire compensation
as a Director in the form of Common Stock of the Corporation. The number of
shares which may be purchased by such electing Director shall be determined by
computing a quotient, the numerator of which is the compensation payable to the
electing Director for services rendered to the Corporation or a subsidiary
corporation and the denominator of which 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.
Each Director's shareholder account will be credited with the number of
whole shares equal to the total amount of his compensation. Fractional shares
will not be issued pursuant to the Plan, but each electing Director shall at
their election, receive the remaining fractional portion of the compensation
payment in the form of cash or check from the Corporation, or such remaining
fractional portion may be held on account and applied thereafter to purchase
shares pursuant to the Plan.
3.04 Rights as a Shareholder
The Director shall have no rights as a shareholder with respect to any
shares covered by his election until the date on which the Corporation records
the transfer of stock pursuant to the Plan.
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3.05 Withdrawal
A Director may withdraw from the Plan by giving written notice to the
Corporation. Any fractional balance held on account shall be paid to him
promptly after receipt of his notice of withdrawal.
3.06 Stock Certificates
The Corporation shall not be obligated to issue certificates with
respect to shares acquired pursuant to the Plan. The Corporation shall promptly
record all acquisitions of stock pursuant to the Plan on each shareholder
account and shall provide the Director with appropriate documentation of such
purchase. However, if the Director withdrawals from the Plan, he can request the
issuance of a certificate for the shares issued through the Plan.
3.07 Rules Governing the Committee
The Plan shall be administered by the Executive Committee of Vista
Bancorp, Inc. The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. A majority of
the Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
The interpretation and construction by the Committee of any provisions
of the Plan or of any Option granted under it shall be final unless otherwise
determined by the Board of Directors. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted under it.
3.08 Indemnification of Committee
In addition to such other right of indemnification as they may have as
members of the Committee, the members of the Committee shall be indemnified by
the Corporation against reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therefrom, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by then in settlement thereof or paid by them in satisfaction of a
judgement in any such action, suite or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his duties.
3.09 Amendment and Termination
The Board shall have complete power and authority to terminate, amend
or suspend the Plan at any time without any requirement of shareholder approval
if the Board determines that such
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termination, amendment or suspension in the best interest of the shareholders.
The Plan shall not be amended more than once annually, other than to conform
with changes in the Code or the rules thereunder.
3.10 Application of Funds
The proceeds received by the Corporation from the sale of common stock
pursuant to the Plan will be used for general purposes.
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EXHIBIT 5
Opinion of Schnader Harrison Segal & Lewis,
Special Counsel to the Registrant,
as to the legality of the
shares of the Registrants' stock being registered
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<PAGE>
May 15, 1997
Board of Directors
Vista Bancorp, Inc.
115 South Main Street
Phillipsburg, New Jersey 08865
Lady and Gentlemen:
We have been engaged as Special Counsel to Vista Bancorp, Inc.
(the "Corporation") in connection with the offer and sale of 30,000 shares of
its Common Stock par value $.50 per share (the "Common Stock") pursuant to the
Corporation's Employee Stock Purchase Plan and Board of Directors Stock Purchase
Plan, both of which have been amended and restated on April 23, 1997, by a vote
of the shareholders of the Corporation.
We have prepared a Post-effective Amendment to the
Registration Statement on Form S-8 (33-92846) 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
Corporation of 30,000 shares of Common Stock. As Special Counsel to the
Corporation, 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 Corporation's Amended Certificate of
Incorporation and By-laws, as presently in effect. We have also reviewed copies
of the Corporation'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 as amended and supplemented, 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.
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Board of Directors -2-
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 as amended and supplemented,
included as part of the Post-effective Amendment to the Registration Statement.
Sincerely,
/s/ Schnader Harrison Segal & Lewis
SCHNADER HARRISON SEGAL & LEWIS
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EXHIBIT 23A
Consent of Schnader Harrison Segal & Lewis,
Special Counsel to the Registrant
found at Exhibit 5 hereto
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<PAGE>
EXHIBIT 23B
Consent of Rudolph, Palitz LLP, Certified
Public Accountants, of
Plymouth Meeting, Pennsylvania
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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-8.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
Plymouth Meeting, Pennsylvania
May 23, 1997
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EXHIBIT 99
Report of Rudolph, Palitz LLP, dated January 31, 1997
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<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
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