As filed with the Securities and Exchange Commission on July 28, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1998 Stock Compensation Plan
(Full title of the Plan)
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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
SAUL, EWING, REMICK & SAUL LLP
Penn National Insurance Tower
2 North Second Street, 7th Floor
Harrisburg, Pennsylvania 17101
Telephone: (717) 257-7553
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<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)
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<S> <C> <C> <C> <C>
Common Stock, par value 100,000 shares $21.69 $2,169,000 $639.86
$.50 per share
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</TABLE>
(1) Estimated in accordance with Rule 457(h) and based upon the average of the
high and low prices reported on The NASDAQ Stock Market of the Registrant's
common stock as of July 23, 1998.
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-13
<PAGE>
PROSPECTUS
100,000 Shares
VISTA BANCORP, INC.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
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VISTA BANCORP, INC.
1998 STOCK COMPENSATION PLAN
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Common Stock, Par Value $.50
Per Share
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This Prospectus relates to 100,000 shares of Common Stock, par value $.50
per share ("Common Stock"), of Vista Bancorp, Inc. ("Vista"), issuable pursuant
to options that may be granted to employees of Vista and its subsidiaries under
Vista's 1998 Stock Compensation Plan (the "1998 Plan").
---------------------------------------------
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 OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC")
OR ANY OTHER GOVERNMENTAL AGENCY.
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The date of this Prospectus is July 28, 1998.
<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 VISTA. 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
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AVAILABLE INFORMATION ...................................................... 1
VISTA ...................................................................... 2
1998 PLAN INFORMATION ...................................................... 2
GENERAL INFORMATION ................................................... 2
SECURITIES TO BE OFFERED .............................................. 3
PERSONS WHO MAY PARTICIPATE IN THE 1998 PLAN .......................... 3
PURCHASE OF SECURITIES PURSUANT TO THE 1998 PLAN AND
PAYMENT FOR SECURITIES OFFERED .................................... 3
RESALE RESTRICTIONS ................................................... 4
TAX EFFECTS OF PARTICIPATION IN THE 1998 PLAN ......................... 4
WITHDRAWAL FROM THE 1998 PLAN; ASSIGNMENT OF INTEREST ................. 5
VISTA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION ................ 6
LEGAL OPINION .............................................................. 7
<PAGE>
AVAILABLE INFORMATION
Vista is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the SEC. Such reports,
proxy statements and other information filed with the SEC are available for
inspection and copying at the public reference facilities maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's Regional Offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center,
Suite 1300, New York, New York 10048. Copies of such documents may also be
obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
copies of such documents may be obtained through the SEC's Internet address at
http://www.sec.gov. The Common Stock is authorized for quotation on the Nasdaq
National Market and, accordingly, such materials and other information can also
be inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
Vista has filed with the SEC under the Securities Act of 1933, as amended
(including the rules and regulations thereunder, the "Securities Act"), a
Registration Statement on Form S-8 (No. 333-______) (including all amendments
and exhibits thereto, the "Registration Statement") with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. The
Registration Statement, including any amendments and exhibits thereto, is
available for inspection and copying as set forth above. Statements contained in
this Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
Vista will furnish to its shareholders annual reports containing audited
financial statements and will make available copies of quarterly reports for the
first three quarters of each fiscal year containing unaudited interim financial
information.
<PAGE>
VISTA
Vista is a New Jersey business corporation, incorporated on March 15, 1988,
and is a bank holding company, registered with and supervised by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"). Vista has two
(2) wholly-owned subsidiary banks, The Phillipsburg National Bank and Trust
Company ("Phillipsburg National Bank") and Twin Rivers Community Bank ("Twin
Rivers"). These two banks are hereinafter collectively referred to as the "Bank
Subsidiaries." The deposits of the Bank Subsidiaries are generally insured by
the Federal Deposit Insurance Corporation ("FDIC") under the Bank Insurance Fund
("BIF"), although Phillipsburg National Bank has acquired some so-called "Oakar"
deposits which are insured under the Savings Association Insurance Fund
("SAIF").
Vista provides a full range of retail and commercial banking services for
consumers and small to medium size businesses. Lending is concentrated in
commercial, consumer and real estate loans to local borrowers. Vista's lending
and investing activities are funded principally by deposits gathered through its
retail branch office network. Vista's retail approach is that of a community
bank -- development of long-term customer relationships, personalized service,
convenient locations, free checking for customers maintaining certain minimum
balances and convenient hours of operation.
Vista's growth strategy is centered on the further development of its
community-based retail banking network along the Interstate 78 corridor in the
counties of Warren and Hunterdon in New Jersey and in the counties of
Northampton and Lehigh in Pennsylvania, with the extension of its market to the
East in New Jersey and to the West in Pennsylvania. This retail approach to
banking has resulted in the growth of demand and savings deposits due to
convenience and service. The objective of this strategy is to take advantage of
the expected long-term economic growth along the Interstate 78 corridor in New
Jersey and Pennsylvania.
Vista's and Phillipsburg National Bank's principal executive offices are
currently located at 305 Roseberry Street, Post Office Box 5360, Phillipsburg,
New Jersey 08865. Phillipsburg National Bank's main office is located at 115
South Main Street, Phillipsburg, New Jersey 08865. Vista has an operations
center located at 291 Pickford Avenue, Phillipsburg, New Jersey 08865.
Phillipsburg National Bank has, in addition, an administrative and consumer loan
center located at 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New
Jersey and nine (9) branch offices located throughout Warren and Hunterdon
Counties, New Jersey. Twin Rivers' main office is located at 2925 William Penn
Highway, Easton, Pennsylvania 18045, and has three (3) branch offices located in
the Easton and Bethlehem areas of Pennsylvania.
As of March 31, 1998, Vista had forty-five (45) full-time and one (1)
part-time employees. These employees are in the following areas: corporate
security/disaster recovery, compliance, accounting, audit, loan review, data
processing and bookkeeping. The Bank Subsidiaries reimburse Vista for the
respective services performed by these employees. Vista does not own real
property. However, Vista does pay the rent for the premises in which the
operations center is located. The operations center is the location where most
of Vista's employees work. Vista is not a party to any collective bargaining
agreement.
1998 PLAN INFORMATION
A brief description of the 1998 Plan follows. The description contained in
this Prospectus is not complete and is qualified in its entirety by the actual
terms of the 1998 Plan which is attached as an exhibit to the Registration
Statement, and any amendments or interpretations thereof, to which reference is
made.
General Information
The Vista Bancorp, Inc. 1998 Stock Compensation Plan is intended to enable
Vista and any subsidiary of Vista to attract and retain capable officers and key
employees, and to provide them with incentives to promote the best interests of
Vista and its subsidiaries through the grant of Incentive Stock Options and
Nonqualified Stock Options (collectively, the "Options") to acquire Vista shares
of Common Stock.
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<PAGE>
No Option may be granted under the 1998 Plan after February 19, 2008. The
1998 Plan may be suspended, discontinued or amended from time to time by the
Vista Board of Directors without shareholder approval, provided that approval by
the affirmative vote of the holders of a majority of all shares of Common Stock
present in person or by proxy and entitled to vote at a duly called
shareholders' meeting shall be required to amend the 1998 Plan to materially
increase the benefits accruing to participants under the 1998 Plan; increase the
number of shares available for issuance under the 1998 Plan (other than as a
result of adjustments made upon stock dividends, stock splits and other changes
in the capitalization of Vista); modify the requirements as to eligibility for
participation in the 1998 Plan; or increase the cost of the 1998 Plan to Vista.
No amendment or discontinuation of the 1998 Plan may materially impair the
rights of any holder of an outstanding Option without the consent of the holder
of such Option.
The 1998 Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
The 1998 Plan is administered by the Compensation Committee of the Vista
Board of Directors. This committee consists of all non-employee members of the
Vista Board of Directors. This committee has authority to determine the persons
to whom Options will be granted, the number of shares of Common Stock covered by
such Options and, subject to the terms of the 1998 Plan, the terms and
conditions thereof. This committee holds meetings at such times and places as it
may determine. A majority vote of this committee at which a quorum is present,
or acts reduced to or approved in writing by a majority of the members of the
committee, are valid acts of this committee.
The interpretation and construction by the Compensation Committee of any
provisions of the 1998 Plan or any Options granted under the 1998 Plan are
final. No member of the Vista Board of Directors sitting on the Compensation
Committee will be liable for any action or determination made in good faith with
respect to the 1998 Plan or any option granted under it.
For additional information relating to the 1998 Plan, please contact:
Jill A. Pursell, Assistant Vice President and Corporate Secretary
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865-5360
Telephone: (908) 859-9559
Securities To Be Offered
100,000 shares of the Common Stock, par value $0.50 per share, have been
allocated to the 1998 Plan for issuance by Vista at the exercise of the Options
granted under the 1998 Plan.
Persons Who May Participate In The 1998 Plan
All officers and full-time employees of Vista and its subsidiaries are
eligible to receive Options under the 1998 Plan.
Purchase Of Securities Pursuant To The 1998 Plan And Payment For Securities
Offered
The option price for each share of Common Stock covered by an Option
granted under the 1998 Plan shall be fixed by the Compensation Committee, but
shall not be less than the fair market value of a share of Common Stock on the
date such option is granted. If available, the fair market value of a share of
Common Stock on a day shall be the mean between the closing bid and the closing
asked price of a share of stock as reported by the NASDAQ National Market or
such other entity as the Compensation Committee may select from time to time. If
no such bid and asked price is available, then the fair market value shall be
the mean between the highest and lowest selling prices quoted by such entity as
the Compensation Committee may select or, if no such prices are available,
3
<PAGE>
fair market value shall be determined using such other method as permitted under
the Internal Revenue Code and adopted by the Compensation Committee from time to
time.
No Option may be granted under the 1998 Plan after February 19, 2008.
Options shall be exercisable in such installments and on such dates as the
Compensation Committee may specify, and no Option may have a term in excess of
ten years from the date of grant. An Option generally may only be exercised
while the optionee remains an employee of Vista or any subsidiary thereof, but
may be exercised up to three months after a termination of employment due to
retirement or termination by Vista without cause, or up to one year following a
termination of employment due to the death or disability of the optionee.
In the case of an Incentive Stock Option granted to an individual owning
more than 10% of the total combined voting power of all shares of Common Stock
of Vista or any subsidiary thereof at the time of grant, the option price shall
be no less than 110% of the fair market value of the shares covered by the
Incentive Stock Option on the date of grant, and the term of the Incentive Stock
Option shall not exceed five years from the date of grant. The aggregate fair
market value, determined as of the time of grant, of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by an optionee during any calendar year shall not exceed $100,000. Any Options
granted to an optionee in excess of the foregoing limitation shall be
Nonqualified Stock Options.
Resale Restrictions
During an optionee's lifetime, an Option may only be exercised by the
optionee, or in the event of the optionee's legal disability, by his or her
legal representatives. No Option granted under the Plan may be transferred
except by will or by the laws of descent and distribution.
The Compensation Committee has discretion to impose additional conditions
on the exercise of Options and may restrict the transfer of shares purchased
upon the exercise of Options. In the event of a change in control of Vista, as
defined in the Plan, all outstanding Options will become 100% vested, and the
Compensation Committee shall have discretion to provide an accelerated
termination date for Options granted under the Plan. In the event of such an
accelerated terminate date, each optionee will be entitled to receive an amount
equal to the excess of the fair market value of the shares covered by such
optionee's Options over the Option price of such Options. Such amount will be in
payable in cash, in property payable in the change in control transaction, or a
combination thereof, as determined by the Compensation Committee.
For a discussion on the required holding periods to determine federal
income tax rates, see the caption below entitled "Tax Effects Of Participation
In The 1998 Plan."
Tax Effects Of Participation In The 1998 Plan
Incentive Stock Options
There is no immediate federal income tax consequence to either the optionee
or Vista upon the grant of an Incentive Stock Option. The optionee will not have
to recognize any income upon the exercise of an Incentive Stock Option, and
Vista will not be allowed any deduction, as long as the optionee does not
dispose of the shares so acquired (the "Option Shares") within two years from
the date the Incentive Stock Option was granted or within one year from the date
the Option Shares were transferred to the optionee (the "Holding Period
Requirement"). Upon a sale of the Option Shares after meeting the Holding Period
Requirement, the optionee will recognize a capital gain (or loss) measured by
the excess (or deficit) of the amount realized from such sale over the option
price of such Option Shares, but no deduction will be allowed to Vista. Any
capital gain recognized by an optionee from a sale of Option Shares will be
taxed at a maximum rate of 20% if the Option Shares were held for more than 18
months, or a maximum rate of 28%, if the Option Shares were held for at least
one year, but not more than 18 months.
If an optionee disposes of Option shares before the Holding Period
Requirement is satisfied, the optionee will recognize ordinary income in the
year of disposition, and Vista will be entitled to a corresponding deduction, in
an amount equal to the lesser of (a) the excess of the fair market value of the
Option Shares on the date of exercise over the option price of the Option Shares
or (b) the excess of the amount realized from such disposition over the
4
<PAGE>
option price of the Option Shares. Where Option Shares are sold before the
Holding Period Requirement is satisfied, the optionee will also recognize a
short-term capital gain to the extent that the amount realized from the
disposition of the Option Shares exceeded the fair market value of the Option
Shares on the date of exercise.
An optionee may, under certain circumstances, be permitted to pay all or a
portion of the option price of an Incentive Stock Option by delivering Common
Stock of Vista. If the Common Stock delivered by an optionee as payment of the
Option price was acquired through a prior exercise of an Incentive Stock Option
or an Option granted under an employee stock purchase plan, and if the holding
period requirements applicable to such Common Stock have not yet been met, the
delivery of such Common Stock to Vista could be treated as a taxable sale or
disposition of such stock. In general, where an optionee pays the Option price
of an Incentive Stock Option by delivering Common Stock of Vista, the optionee
will have a zero tax basis in the Option Shares received that are in excess of
the number of shares of Common Stock delivered in payment of the option price.
Optionees should consult their personal tax advisors before using Common Stock
of Vista to pay all or a portion of the Option price of an Option granted under
the Plan.
For alternative minimum tax purposes, regardless of whether the optionee
satisfies the Holding Period Requirement, the excess of the fair market value of
the Option Shares on the exercise date over the Option price will be treated as
a positive adjustment to the optionee's alternative minimum taxable income for
the year the Incentive Stock Option is exercised. If the Option Shares are
disposed of in the year the Incentive Stock Option was exercised, however, the
positive adjustment taken into account for alternative minimum tax purposes will
not exceed the gain realized on such sale. Exercise of an Incentive Stock Option
may thus result in liability for alternative minimum tax.
Nonqualified Stock Options
There is no federal income tax consequence to either the optionee or Vista
upon the grant of a Nonqualified Stock Option. Upon the exercise of a
Nonqualified Stock Option, the optionee will recognize ordinary compensation
income in an amount equal to the excess of the fair market value of the Option
Shares so purchased on the date of exercise over the Option price, and Vista
will be entitled to a federal income tax deduction of the same amount. An
optionee's tax basis in Option Shares acquired upon exercise of a Nonqualified
Stock Option will equal the fair market value of such Option Shares on the date
of exercise, and any subsequent gain or loss from the sale of such Option Shares
will be a short-term, mid-term or long-term capital gain or loss, depending upon
the holding period of such Option Shares.
If an optionee pays the Option price of a Nonqualified Stock Option by
surrendering shares of Common Stock of Vista held by the optionee then, to the
extent the Option Shares received upon exercise of the Option do not exceed the
number of shares delivered, the optionee will be treated as making a tax-free
exchange of stock and the new Option Shares received will have the same tax
basis and holding period as the shares given up. In such case, the optionee will
recognize ordinary compensation income in an amount equal to the fair market
value of the Option Shares received in excess of the shares delivered in payment
of the option price. The basis of such additional Option Shares will equal their
fair market value on the date the Option was exercised.
Withdrawal From The 1998 Plan; Assignment Of Interest
Termination of Optionee's Employment
If an optionee's employment with Vista or any of its subsidiaries is
terminated for any reason, without "Cause," other than by reason of death,
disability, or retirement (as described below) prior to the expiration of the
original term of his or her Option ("Expiration Date") such Option shall
terminate three months after such termination of employment. An optionee's
employment relationship shall be considered as continuing intact while the
optionee is on military leave, sick leave, bona fide leave of absence in
accordance with general corporate policies, federal or state family leave, or
other leave if the period of such leave does not exceed three months, unless the
optionee's right to reemployment with Vista or any of its subsidiaries, is
guaranteed either by statute or contract. In the event of any termination for
"Cause," any and all Options that have not yet become exercisable shall
immediately terminate, except as required otherwise under any state statutes.
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<PAGE>
Death of Optionee
If an optionee's employment is terminated by reason of his death prior to
the Expiration Date of his Option, or if an optionee whose employment is
terminated as a result of retirement or disability (as described below) shall
die following the optionee's termination of employment but prior to the
Expiration Date of any Option or expiration of the period determined under
disability or retirement, if earlier, such Option may be exercised by the
optionee's estate, personal representative or beneficiary who acquired the right
to exercise such Option by bequest or inheritance or by reason of the death of
the optionee, to the extent of the number of shares with respect to which the
optionee could have exercised it on the date of the optionee's death, or to any
greater extent permitted by the Compensation Committee, at any time prior to the
earlier of: (i) one year following the date of the optionee's death; or (ii) the
Expiration Date of such Option (which, in the case of death following a
termination of employment pursuant to disability or retirement, shall be deemed
to mean the expiration of the exercise period determined thereunder.)
Disability of Optionee
If an optionee shall become disabled (within the meaning of section
22(e)(3) of the Internal Revenue Code) during the optionee's employment with
Vista or any of its subsidiaries, and the optionee's employment with Vista or
any of its subsidiaries is terminated as a consequence of such disability prior
to the Expiration Date of his or her Option, any Option may be exercised by the
optionee, to the extent of the number of shares with respect to which the
optionee could have exercised under the Option on the date of such termination
of employment, or to any greater extent permitted by the Compensation Committee,
at any time prior to the earlier of: (i) one year following the date of the
optionee's termination of employment; or (ii) the Expiration Date of such
Option. In the event of the optionee's legal disability, such Option may be so
exercised by the optionee's legal representative.
Retirement of Optionee
If an optionee retires in accordance with the retirement policy of Vista or
any of its subsidiaries, or otherwise retires with the express consent of the
Compensation Committee after age 55, and the optionee's employment with Vista or
any of its subsidiaries is terminated as a consequence of such retirement prior
to the Expiration Date of the optionee's Option, such Option may be exercised by
the optionee, to the extent of the number of shares with respect to which the
optionee could have exercised it on the date of the optionee's retirement, or to
any greater extent permitted by the Compensation Committee, at any time prior to
the earlier of: (i) three months after the date of retirement; or (ii) the
Expiration Date of such Option.
Transferability
No Option shall be assignable or transferable by an optionee otherwise than
by will or by the laws of descent and distribution, and during the lifetime of
the optionee, the Option shall be exercisable only by the optionee, or in the
event of the optionee's legal disability, by his legal representatives.
Vista Information And Employee Plan Annual Information
Vista 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 Exchange 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) Vista's latest annual report filed pursuant to Section 13 or 15(d) of
the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the 1933 Act which contains audited financial statements
for Vista's latest fiscal year for which such statements have been
filed or Vista's effective registration statement on Form 10.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
6
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Any person to whom a copy of this Prospectus is delivered may obtain,
without charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such document,
unless such exhibits are specifically incorporated by reference herein. Requests
should be directed to:
Jill A. Pursell, Assistant Vice President and Corporate Secretary
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865-5360
Telephone: (908) 859-9559
LEGAL OPINION
The validity of the Common Stock offered, pursuant to the terms of the 1998
Plan, will be passed upon for Vista by Saul, Ewing, Remick & Saul LLP, Penn
National Insurance Tower, 2 North Second Street, 7th Floor, Harrisburg,
Pennsylvania 17101.
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<PAGE>
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 Securities Exchange Act of 1934 (the "Exchange 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 Registrant's latest annual report filed pursuant to Section 13 or
15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the 1933 Act which contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed or the Registrant's effective registration
statement on Form 10.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange 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 $0.50 per share, of which approximately 4,186,680 shares are issued;
7,302 are held as treasury shares; and 4,179,378 shares are outstanding as of
March 31, 1998. The remaining 5,813,320 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.
A shareholder has a preemptive right to subscribe for securities, option
rights or securities having option rights, issued for cash by the Registrant.
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.
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.
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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.
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 New Jersey Business
Corporation Act (the "Act") provides that, unless otherwise prescribed in the
corporation's 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
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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 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. DIVIDEND RESTRICTIONS
Under the Act, Vista may not pay a dividend, if, after giving effect
thereto, either (a) Vista would be unable to pay its debts as they become due in
the usual course of business or (b) Vista'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.
Phillipsburg National Bank is subject to the rules governing the payment of
dividends promulgated by the Office of the Comptroller of the Currency (the
"OCC"). Phillipsburg National Bank 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.
Phillipsburg National Bank 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 its
capital common stock until any cumulative dividends on Phillipsburg National
Bank's preferred stock (if any) have been paid in full. Phillipsburg National
Bank has never been in default in the payments of its assessments to the FDIC;
and, moreover, Phillipsburg National bank 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. Phillipsburg National Bank's unrestricted retained earnings and net
income available that could be paid as a dividend to Vista under the current OCC
rules were $6.9 million as of December 31, 1997.
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. Vista 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.
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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 until such surplus is equal
to 50% of Twin Rivers' capital.
As of December 31, 1997, there was $1.3 million accumulated net earnings
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.
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
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
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connection with third party actions) and 14A:3-5(3) (relating to indemnification
in connection with derivative actions) or in defense of any claim, issue or
matter therein.
Furthermore, under Section 14A:3-5(5) of the Act (relating to procedure for
effecting indemnification), any indemnification under subsection 14A:3-5(2)
(relating to indemnification in connection with third party actions) and, unless
ordered by a court, under subsection 14A:3-5(3) (relating to indemnification in
connection with derivative actions) may be made by the Registrant only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the Corporate Agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) (relating to
indemnification in connection with third party actions) or subsection 14A:3-5(3)
(relating to indemnification in connection with derivative actions). Unless
otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made:
(a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or
otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of
the disinterested directors so directs, by independent legal counsel,
in a written opinion, such counsel to be designated by the board of
directors; or
(c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so
directs.
Section 14A:3-5(6) of the Act (relating to advancing expenses) states that
expenses incurred by a Corporate Agent in connection with a proceeding may be
paid by the Registrant in advance of the final disposition of the proceeding as
authorized by the board of directors upon receipt of an undertaking by or on
behalf of the Corporate Agent to repay such amount if it shall ultimately be
determined that such Corporate Agent is not entitled to be indemnified as
provided by the Act.
Section 14A:3-5(7) of the Act provides that if the Registrant, upon
application of a Corporate Agent, has failed or refused to provide
indemnification as required under subsection 14A:3-5(4) (relating to mandatory
indemnification) or permitted under subsections 14A:3-5(2) (relating to
indemnification in connection with third party actions), 14A:3-5(3) (relating to
indemnification in connection with derivative actions) and 14A:3-5(6) (relating
to advancing 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
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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(8) of the Act states that the indemnification and
advancement of expenses provided by or granted pursuant to the Act shall not
exclude any other rights, including the right to be indemnified against
liabilities and expenses incurred in proceedings by or in the right of the
Registrant, to which a Corporate Agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be made to or on behalf of a Corporate Agent, if a
judgment or other final adjudication adverse to the Corporate Agent establishes
that his acts or omissions were:
(a) in breach of his duty of loyalty to the Registrant or its
shareholders,
(b) not in good faith or involved a knowing violation of law, or
(c) resulted in receipt by the Corporate Agent of an improper personal
benefit.
Section 14A:3-5(9) of the Act (relating to the power to purchase insurance)
specifies that the Registrant shall have the power to purchase and maintain
insurance on behalf of any Corporate Agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being or
having been a Corporate Agent, whether or not the Registrant would have the
power to indemnify him against such expenses and liabilities under the
provisions of the Act. The Registrant may purchase such insurance from, or such
insurance may be reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the Registrant whether or not such insurer does
business with other insureds.
Section 14A:3-5(10) of the Act states that the powers granted by the Act
may be exercised by the Registrant, notwithstanding the absence of any provision
in its certificate of incorporation or bylaws authorizing the exercise of such
powers. However, except as required by subsection 14A:3-5(4) (relating to
mandatory indemnification), no indemnification shall be made or expenses
advanced by the Registrant, and none shall be ordered by a court, if such action
would be inconsistent with a provision of the certificate of incorporation, a
bylaw, a resolution of the board of directors or of the shareholders, an
agreement or other proper corporate action, in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding, which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
Registrant or the rights of indemnification to which a Corporate Agent may be
entitled.
The Act however, does not limit the Registrant's power to pay or reimburse
expenses incurred by a Corporate Agent in connection with the Corporate Agent's
appearance as a witness in a proceeding at a time when the Corporate Agent has
not been made a party to the proceeding.
In addition, section 14A:6-1 of the Act (relating to the Board of
Directors) declares that unless otherwise provided by statute or in a
corporation's certificate of incorporation, the business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in discharging his duties to the Registrant and in determining what he
reasonably believes to be in the best interest of the Registrant, a director
may, in addition to considering the effects of any action on shareholders,
consider any of the following:
(a) the effects of the action on the Registrant's employees, suppliers,
creditors and customers;
(b) the effects of the action on the community in which the Registrant
operates; and
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(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 reports) states that directors and members of any committee
designated by the board shall discharge their duties in good faith and with that
degree of diligence, care and skill which ordinarily prudent people would
exercise under similar circumstances in like positions.
In discharging their duties, directors and members of any committee
designated by the board shall not be liable if, acting in good faith, they rely
(a) upon the opinion of counsel for the corporation;
(b) upon written reports setting forth financial data concerning the
Registrant and prepared by an independent public accountant or
certified public accountant or firm of such accountants;
(c) upon financial statements, books of account or reports of the
Registrant represented to them to be correct by the president, the
officer of the Registrant having charge of its books of account, or
the person presiding at a meeting of the board; or
(d) upon written reports of committees of the board.
Article V of the Registrant's by-laws provides that the Registrant shall
indemnify, to the full extent authorized by law, any person made, or threatened
to be made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Registrant or served
or serves any other enterprise at the request of the Registrant.
Insofar as indemnification for liabilities arising under the 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.
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Item 8. EXHIBITS
The Vista Bancorp, Inc. 1998 Stock Compensation Plan is not subject to the
requirements of the Employee Retirement Insurance Security Act of 1974.
Exhibit Number Referred to
in Item 601 of Regulation S-K Description of Exhibit
- ----------------------------- ----------------------
4 Vista Bancorp, Inc. 1998 Stock
Compensation Plan.
5 Opinion of Saul, Ewing,
Remick & Saul LLP, Special
Counsel to the Registrant, as
to the legality of the shares
of the Registrant's stock
being registered.
15 Not Applicable.
23 Consent of Saul, Ewing, Remick & Saul LLP,
Special Counsel to the Registrant.
24 Power of Attorney given by the Officers and
Directors of the Registrant.
99 Not applicable.
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.
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(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 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 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 1933 Act
and will be governed by the final adjudication of such issue.
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phillipsburg, State of New Jersey, on June 19,
1998.
VISTA BANCORP, INC.
By: /s/ Barbara Harding
------------------------------------
Barbara Harding, President and
Chief Executive Officer
The 1998 Plan: Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Phillipsburg, State of New Jersey, on June 19, 1998.
VISTA BANCORP, INC.
1998 STOCK COMPENSATION PLAN
By: /s/ Harold J. Curry, Chairperson
------------------------------------
Harold J. Curry, Chairperson
By: /s/ Richard A. Cline
------------------------------------
Richard A. Cline
By: /s/ Dale F. Falcinelli
------------------------------------
Dale F. Falcinelli
By: /s/ James T. Finegan, Jr.
------------------------------------
James T. Finegan, Jr.
By: /s/ Barry L. Hajdu
------------------------------------
Barry L. Hajdu
By: /s/ Mark A. Reda
------------------------------------
Mark A. Reda
By: /s/ J. Marshall Wolff
------------------------------------
J. Marshall Wolff
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barbara Harding and William F. Keefe, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities (including his or her capacity as a
director or officer of Vista Bancorp, Inc., as the case may be), to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto such attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their, his, or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Richard A. Cline Director June 19, 1998
- -------------------------
Richard A. Cline
/s/ Harold J. Curry Director June 19, 1998
- -------------------------
Harold J. Curry
/s/ Dale F. Falcinelli Director June 19, 1998
- -------------------------
Dale F. Falcinelli
/s/ James T. Finegan, Jr. Director June 19, 1998
- -------------------------
James T. Finegan, Jr.
/s/ Barry L. Hajdu Director June 19, 1998
- -------------------------
Barry L. Hajdu
/s/ Barbara Harding President and Director June 19, 1998
- ------------------------- (Chief Executive Officer)
Barbara Harding
/s/ David L. Hensley Executive Vice President June 19, 1998
- ------------------------- and Director
David L. Hensley
/s/ William F. Keefe Executive Vice President and June 19, 1998
- ------------------------ Chief Financial Officer
William F. Keefe (Chief Financial and
Accounting Officer)
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/s/ Mark A. Reda Director June 19, 1998
- -------------------------
Mark A. Reda
/s/ Marc S. Winkler Executive Vice President June 19, 1998
- ------------------------- and Director
Marc S. Winkler
/s/ J. Marshall Wolff Director June 19, 1998
- -------------------------
J. Marshall Wolff
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INDEX TO EXHIBITS
Item Number Description Page
- ----------- ----------- ----
4 Vista Bancorp, Inc. 1998 Stock Compensation Plan............. S-1
5 Opinion of Saul, Ewing, Remick & Saul LLP, Special Counsel
to the Registrant, as to the legality of the shares
of the Registrant's common stock being registered .......... S-9
23 Consent of Saul, Ewing, Remick & Saul LLP, Special
Counsel to Registrant, as set forth in Exhibit 5............. S-11
24 Power of Attorney Given by the Officers and Directors
of the Registrant, as set forth on Page R-11................. S-12
R-13
EXHIBIT 4
Vista Bancorp, Inc. 1998 Stock Compensation Plan
<PAGE>
VISTA BANCORP, INC. 1998 STOCK COMPENSATION PLAN
1. Purpose.
The Vista Bancorp, Inc. 1998 Stock Compensation Plan (the "Plan") is
intended to enable Vista Bancorp, Inc. (the "Company") and any Parent or
Subsidiary Corporation of the Company to attract and retain capable officers and
key employees, and to provide them with incentives to promote the best interests
of the Company and its Parent and Subsidiaries through the granting of Incentive
Stock Options and Nonqualified Stock Options (collectively, the "Options") to
acquire Company stock.
2. Definitions.
For purposes of the Plan the words and phrases used herein shall have the
following meanings:
(a) "Board" shall mean the Board of Directors of Vista Bancorp, Inc.
(b) "Cause" shall include, but not be limited to dishonesty, conviction of
a felony, misappropriation of funds, commission of any crime or fraud
against the Company or its property, any crime involving moral
turpitude or reasonably likely to bring discredit upon the Company,
material failure to perform or meet any standards of performance
established by the Company with respect to any services to be provided
to the Company, and any violation of the Company's operating policies,
or other proper cause determined in good faith by the Board of
Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Exchange Act" shall mean the Securities and Exchange Act of 1934.
(e) "Incentive Stock Options" shall mean options which are intended to
qualify as incentive stock options within the meaning of section 422
of the Code, and which are designated as incentive stock options in
the applicable Option Agreement.
(f) "Nonqualified Stock Options" shall mean options which are not intended
to qualify as incentive stock options, and which are designated as
nonqualified stock options in the applicable Option Agreement.
(g) "Parent" shall mean any corporation (whether or not in existence at
the time the Plan is adopted) which, at the time an Option is granted,
is a parent of the Company under the definition of "parent
corporation" contained in section 424(e) of the Code, or any similar
provision hereafter enacted.
(h) "Related Corporation" shall mean any corporation which is a Subsidiary
or Parent of the Company.
(i) "Subsidiary" shall mean any corporation (whether or not in existence
at the time the Plan is adopted) which, at the time an Option is
granted is a subsidiary of the Company under the definition of
"subsidiary corporation" contained in section 424(f) of the Code, or
any similar provision hereafter enacted.
3. Administration.
Except as otherwise provided below, the Plan shall be administered by a
Compensation Committee of the Board (the "Committee") which shall be composed of
at least 3 members of the Board. No member of the Committee shall be eligible to
participate in the Plan nor shall any members of the Committee have been
eligible to participate in the Plan for a period of at least 1 year prior to
their election to serve on the Committee.
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Subject to the terms of the Plan, the Committee shall have the authority to
determine the persons to whom Incentive Stock Options and Nonqualified Stock
Options shall be granted under the Plan, and to the date of grant and the other
terms and conditions thereof. The Committee shall have the authority to
establish, from time to time, such rules and regulations, not inconsistent with
the provisions of the Plan, for the proper administration of the Plan, and to
make such determinations and interpretations under or in connection with the
Plan and the Options granted hereunder, as it deems necessary or advisable. All
such rules, regulations, determinations and interpretations shall be binding and
conclusive upon the Company, its stockholders, employees (including former
employees), and any related corporation, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them. No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Options granted hereunder.
4. Eligibility.
The persons eligible to participate in the Plan shall be the officers, and
all full-time employees of the Company and related corporations who may be
designated by the Committee. The persons eligible to receive Options under the
Plan are hereinafter referred to as "Eligible Individuals."
Incentive Stock Options and Nonqualified Stock Options may be granted under
the Plan to an Eligible Individual, within the discretion of the Committee;
provided, however, that Incentive Stock Options shall only be granted to persons
who are employees of the Company or a Related Corporation.
5. Stock Subject to the Plan.
Subject to the provisions of Section 9 hereof, 100,000 (the "Shares") of
$00.50 par value common stock of the Company (the "Common Stock"), shall be
available for the grant of Options under the Plan. The maximum number of Options
which may be granted to any one Eligible Individual under this Plan is 40,000.
Shares issuable under the Plan shall be authorized but unissued shares of the
Company.
If any Option granted under the Plan expires or otherwise terminates, in
whole or in part, without having been exercised, the Shares subject to the
unexercised portion of such Option shall be available for the granting of new
Options under the Plan as fully as if such Shares had never been subject to an
Option.
6. Option Grants.
From time to time until the expiration or earlier termination of the Plan,
the Committee may, within its discretion, grant Options to Eligible Individuals
(hereinafter referred to as "Optionees"), under the Plan, provided, however,
that grants of Incentive and Nonqualified Stock Options shall be separate and
not in tandem.
7. Terms and Conditions of Options.
Options granted pursuant to the Plan to such Eligible Individuals shall be
in such form as the Committee shall from time to time approve, and shall be
subject to the following terms and conditions to the extent such terms and
conditions are applicable to such Option:
(a) Price.
(I) Incentive Stock Options. The option price per Share under each
Option granted under the Plan as an Incentive Stock Option shall
be determined and fixed by the Committee in its discretion, but
shall not be less than 100% of the fair market value of the
Shares on the date of grant of such Option. The fair market value
of a Share on any day shall mean: (i) the mean between the
closing bid and closing asked prices of a share as reported by
the National Association of Securities Dealers, Inc. Automated
Quotation National Market System ("NASDAQ") or such other entity
as the Committee may select for such purpose from time to time,
or if not available; (ii) the mean between the highest and lowest
selling prices of a Share on the date of grant, quoted by such
entity
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<PAGE>
as the Committee may select for such purpose from time to time,
or if not available; (iii) such other method of determining fair
market value as shall be permitted by the Code or the rules or
regulations thereunder, and adopted by the Committee from time to
time.
(II) Nonqualified Stock Options. The option price per share under each
Option granted under the Plan as a Nonqualified Option shall be
determined and fixed by the Committee in its discretion, but
shall not be less than 100% of the fair market value of such
Shares on the date of grant of such Option (determined as
provided in Subsection (a)(I) above).
(b) Term. Subject to earlier termination as provided in Subsections (c)
through (g) below and in Section 9 hereof, and except as otherwise
provided in Subsection (j) below, the duration of each Option shall
not be more than 10 years from the date of grant.
(c) Exercise and Payment. Options shall be exercisable in such
installments and on such dates as the Committee may specify, provided
that the Committee may determine that Options shall become immediately
exercisable in whole or in part in the event of termination of
employment by reason of death, disability or retirement in accordance
with the retirement policy of the Company or any Related Corporation,
for any business reasons or with the express consent of the Committee.
Except as otherwise provided in Subsections (d) through (g) below,
Options shall only be exercisable by an Optionee while an Optionee
remains in the employ of the Company or a Related Corporation. Any
Option Shares, the right to the purchase of which has accrued, may be
purchased at any time up to the expiration or termination of the
Option in accordance with Section 7. Options may be exercised, in
whole or in part, from time to time, by giving written notice of
exercise to the Company at its principal office, specifying the number
of Shares to be purchased, and accompanied by payment in full of the
aggregate purchase price for such Shares. Only full Shares shall be
delivered, and any fractional share which might otherwise be
deliverable upon exercise of an Option granted hereunder shall be
forfeited.
The purchase price shall be payable in cash, or by check, bank draft,
or postal or express money order, or any other form, including Company
stock, as determined by the Committee, in its discretion.
(d) Termination of Optionee's Employment. If an Optionee's employment with
the Company and all related corporations is terminated for any reason,
without "Cause", other than by reason of death, Disability, or
retirement (as described in Subsections (e), (f) and (g) below) prior
to the expiration of the original term of his Option ("Expiration
Date") such Option shall terminate 3 months after such termination of
employment. For purposes of this Subsection, an Optionee's employment
relationship shall be considered as continuing intact while the
Optionee is on military leave, sick leave, bona fide leave of absence
in accordance with general corporate policies, federal or state family
leave, or other leave if the period of such leave does not exceed 3
months, unless the Optionee's right to reemployment with the Company
or a Related Corporation is guaranteed either by statute or contract.
In the event of any termination for "Cause", any and all Options that
have not yet become exercisable shall immediately terminate, except as
required otherwise under any state statutes.
(e) Death of Optionee. If an Optionee's employment is terminated by reason
of his death prior to the Expiration Date of his Option, or if an
Optionee whose employment is terminated as a result of retirement or
disability (as described in Subsection (f) and (g) below) shall die
following the Optionee's termination of employment but prior to the
Expiration Date of any Option or expiration of the period determined
under Subsections (f) or (g) below, if earlier, such Option may be
exercised by the Optionee's estate, personal representative or
beneficiary who acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of the Optionee, to the
extent of the number of Shares with respect to which the Optionee
could have exercised it on the date of the Optionee's death, or to any
greater extent permitted by the
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Committee, at any time prior to the earlier of: (i) 1 year following
the date of the Optionee's death; or (ii) the Expiration Date of such
Option (which, in the case of death following a termination of
employment pursuant to Subsections (f) or (g) below, shall be deemed
to mean the expiration of the exercise period determined thereunder).
(f) Disability of Optionee. If an Optionee shall become disabled (within
the meaning of section 22(e)(3) of the Code) during the Optionee's
employment with the Company or a Related Corporation, and the
Optionee's employment with the Company and all Related Corporations is
terminated as a consequence of such disability prior to the Expiration
Date of his Option, any Option may be exercised by the Optionee, to
the extent of the number of Shares with respect to which the Optionee
could have exercised under the Option on the date of such termination
of employment, or to any greater extent permitted by the Committee, at
any time prior to the earlier of: (i) 1 year following the date of the
Optionee's termination of employment; or (ii) the Expiration Date of
such Option. In the event of the Optionee's legal disability such
Option may be so exercised by the Optionee's legal representative.
(g) Retirement of Optionee. If an Optionee retirees in accordance with the
retirement policy of the Company or any Related Corporation, or
otherwise retires with the express consent of the Committee after age
55, and the Optionee's employment with the Company and all Related
Corporations is terminated as a consequence of such retirement prior
to the Expiration Date of the Optionee's Option, such Option may be
exercised by the Optionee, to the extent of the number of Shares with
respect to which the Optionee could have exercised it on the date of
the Optionee's retirement, or to any greater extent permitted by the
Committee, at any time prior to the earlier of: (i) 3 months after the
date of retirement; or (ii) the Expiration Date of such Option.
(h) Transferability. No Option shall be assignable or transferable by an
Optionee otherwise than by will or by the laws of descent and
distribution, and during the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee, or in the event of the
Optionee's legal disability, by his legal representatives.
(i) Rights as a Stockholder. An Optionee shall have no rights as a
stockholder with respect to any Shares covered by his Option until the
issuance of a stock certificate to the Optionee representing such
Shares.
(j) Ten Percent Shareholder. Notwithstanding any other provision of the
Plan, if an Eligible Individual owns more than 10% of the total
combined voting power of all shares of stock of the Company or of a
Related Corporation at the time an Incentive Stock Option is granted
to such Eligible Individual, or would exceed such 10% limitation upon
any such grant, the price of any Incentive Stock Option shall not be
less than 110% of the fair market value of the optioned Shares on the
date the Incentive Stock Option is granted for Options over such
limit, and such Incentive Stock Option by its terms shall not be
exercisable after the expiration of 5 years from the date the
Incentive Stock Option is granted. For purposes of this Subsection, an
Eligible Individual shall be considered to own any shares of the
Company or a Related Corporation which are attributable to such
Eligible Individual under section 424(d) of the Code.
(k) Annual Limit on Grant of Incentive Stock Options. The aggregate fair
market value (determined as of the time an Incentive Stock Option is
granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by an Optionee during any calendar
year (under the Plan and any other Incentive Stock Option plan of the
Company or a Related Corporation) shall not exceed $100,000. To the
extent any option grant would cause any options to be exercisable in
excess of the limitation, such options shall automatically be treated
as Nonqualified Stock Options.
(l) Option Agreement and Further Conditions. As soon as practicable after
the grant of an Option, each Optionee shall enter into, and be bound
by the terms of, a stock option agreement
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<PAGE>
(the "Option Agreement") which shall state the number of Shares to
which the Option pertains and specify whether the Option is intended
to be an Incentive Stock Option or a Nonqualified Stock Option. The
Option Agreement shall set forth such terms, conditions and
restrictions regarding the Option not inconsistent with the Plan (and,
in the case of Incentive Stock Options, the provisions of section
422(b) of the Code) as the Committee shall determine. Without limiting
the generality of the foregoing, the Committee, in its discretion, may
impose further conditions upon the exercisability of Options and
restrictions on transferability with respect to Shares issued upon
exercise of Options.
(m) Withholding. The obligation of the Company to deliver Shares upon the
exercise of any Option shall be subject to any applicable Federal,
state and local tax withholding requirements.
8. Listing and Registration of Shares.
Each Option under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine in its discretion that the listing,
registration or qualification of the Shares covered thereby upon any securities
exchange or under the laws of any jurisdiction, or the consent or approval of
any regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Option or the acquisition of Shares
thereunder, or that action by the Company or the Optionee should be taken in
order to obtain an exemption from any such requirement, then no such Option may
be exercised in whole or in part and no certificate representing Shares shall be
issued unless and until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken on conditions
acceptable to the Committee. Each Optionee or any legal representative or
beneficiaries, also may be required to give satisfactory assurance that Shares
acquired upon exercise of an Option are being acquired for investment and not
with a view to distribution, and certificates representing such Shares may be
legended accordingly. Such Shares shall be transferable thereafter only if the
proposed transfer is permissible under the Plan and the Option Agreement and if,
in the opinion of counsel (who shall be satisfactory to the Company), such
transfer shall at such time be in compliance with applicable securities laws.
9. Adjustments.
In case the Company shall: (i) declare a dividend or dividends on its
Shares payable in shares of its capital stock; (ii) subdivide its outstanding
Shares; (iii) combine its outstanding Shares into a smaller number of Shares; or
(iv) issue any shares of capital stock by reclassification of its Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of Shares
authorized under the Plan will be adjusted proportionately. Similarly, in any
such event, the Committee may make such adjustments in the number of Shares
subject to unexercised Options and the option prices as it deems equitable. Each
Optionee will be notified of any such adjustment and any such adjustment, or the
failure to make such adjustment, shall be binding on the Optionee.
10. Change in Control.
Notwithstanding any provision to the contrary, in the event of any "Change
in Control", all outstanding Options shall immediately become 100% vested. As
used herein, the term "Change in Control" shall mean: (i) the acquisition of
ownership of stock of the Company, by any person (including, without limitation,
a corporation, trust, partnership, joint venture, limited liability company (a
"Person") or by any group of Persons), whether directly, indirectly,
beneficially or of record, which acquisition, together with stock held by such
person or group, represents more than 50% of the total voting power of all
outstanding stock of the Company (provided that no Change in Control shall occur
under this subparagraph (i) if the Person acquiring any additional stock already
possessed more than 50% of the total fair market voting power of the stock of
the Company); (ii) any merger or consolidation of the Company which the
stockholders of the Company before such merger or consolidation do not, as a
result of the merger or consolidation, own at least 50% of the merger or
consolidation; or (iii) any nomination and election of 50% or more of all
members of the Board of Directors of the Company within a 24-month period whose
election is without the recommendation of the Board. "Change in Control" shall
not include
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<PAGE>
acquisition of the Company's stock by any Company employee benefit plans or
action by the members of the Board of Directors when acting as the Board of
Directors.
11. Cash Out of Options.
In the event of any transaction that constitutes a Change in Control as
defined in Section 10, the Committee, in its sole discretion, may determine that
each Option outstanding hereunder shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each Share subject to such Option, an amount equal to the excess of the Fair
Market Value of such Share immediately prior to the occurrence of such
transaction over the exercise price per Share of such Option. Such amount shall
be payable in cash, in one or more of the kinds of property payable in such
transaction, or in a combination thereof, as the Committee in its discretion
shall determine.
12. Amendment or Discontinuance of the Plan.
The Board at any time, and from time to time, may suspend or discontinue
the Plan or amend it in any respect whatsoever, provided, however, that, without
the approval by the affirmative vote of the holders of a majority of all
securities present in person or by proxy and entitled to vote at a duly called
shareholders' meeting at which a quorum representing a majority of all such
securities is present and voting on the amendment, the Plan may not be amended
so as to materially: (a) increase the benefits accruing to participants under
the Plan; (b) increase the number of Shares which may be issued under the Plan
(except for adjustments permitted or required under Section 9 hereof); (c)
modify the requirements as to eligibility for participation in the Plan; or (d)
increase the cost of the Plan to the Company; and provided further, that no such
suspension, discontinuance or amendment shall materially impair the rights of
any holder of an outstanding Option without the consent of such holder.
13. Absence of Rights.
The recommendation or selection of an Eligible Individual as a recipient of
an Option under the Plan shall not entitle such person to any Option unless and
until the grant actually has been made by appropriate action of the Committee;
and any such grant is subject to the provisions of the Plan. Furthermore, the
granting of an Option to a person shall not entitle that person to continued
employment by the Company or a Related Corporation or affect the terms and
conditions of such employment, and the Company shall have the absolute right, in
its discretion, to retire such person in accordance with its retirement policies
or otherwise to terminate his employment, whether or not such termination may
result in a partial or total termination of any Options.
14. Application of Funds.
The funds received by the Company upon the exercise of Options and
otherwise under the Plan shall be used for general corporate purposes as
permitted by law.
15. Plan Adoption.
This Plan shall become effective upon its adoption by the Board, and
Options may be issued upon such adoption and from time to time thereafter,
provided, however, that the Plan shall be submitted to the Company's
shareholders for their approval at the next annual meeting of shareholders. If
the Plan is not approved by the affirmative vote of the holders of a majority of
all securities present in person or by proxy and entitled to vote at a duly
called shareholders' meeting at which a quorum representing a majority of all
such securities is present and voting on this Plan, then this Plan and all
Options then outstanding under it shall forthwith automatically terminate and be
of no force and effect.
16. No Obligation to Exercise Option or SAR .
The granting of an Option shall impose no obligation upon an Optionee to
exercise any such Option.
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<PAGE>
17. Disqualifying Disposition of Option Shares.
The Optionee agrees to give written notice to the Company at its principal
office, if a "disposition" of the Shares acquired through exercise of Incentive
Stock Options granted hereunder occurs at any time within 2 years after the
Grant Date or within 1 year after the transfer to the Optionee of such Shares.
For purposes of this Section, the term "disposition" shall have the meaning
assigned to such term by section 424(c) of the Code.
18. Gender and Number.
The masculine gender, where appearing herein, shall be deemed to include
the feminine gender, and the singular shall be deemed to include the plural,
unless the context clearly indicates to the contrary.
19. Governing Law.
This Agreement shall, to the maximum extent possible, be construed in the
manner consistent with the Code provisions concerning Incentive and Nonqualified
Stock Options, and its interpretation shall otherwise be governed by the laws of
the State of New Jersey, except as otherwise presented by ERISA.
20. Termination of Plan.
No Options may be granted after January 1, 2008, provided, however, that
the Plan and all outstanding Options shall remain in effect until such Options
have expired or vested, as the case may be, or are terminated in accordance with
the Plan.
S-8
EXHIBIT 5
Opinion of Saul, Ewing, Remick & Saul LLP,
Special Counsel to the Registrant,
as to the legality of the
shares of the Registrants' stock being registered
S-9
<PAGE>
LAW OFFICES OF
SAUL, EWING, REMICK & SAUL LLP
PENN NATIONAL INSURANCE TOWER
2 NORTH SECOND STREET, 7th FLOOR
HARRISBURG, PA 17101
PHILADELPHIA, PENNSYLVANIA PRINCETON, NEW JERSEY
BERWYN, PENNSYLVANIA WILMINGTON, DELAWARE
NEW YORK, NEW YORK (717) 257-7500
Fax: (717) 238-4622
Internet Email: [email protected]
World Wide Web: http://www.saul.com
June 19, 1998
Board of Directors
Vista Bancorp, Inc.
305 Roseberry Street
Phillipsburg, New Jersey 08865
Lady and Gentlemen:
We have been engaged as Special Counsel to Vista Bancorp, Inc. ("Vista") in
connection with the offer and sale of 100,000 shares of its Common Stock par
value $0.50 per share (the "Common Stock") pursuant to the Vista Bancorp, Inc.
1998 Stock Compensation Plan (the "1998 Plan").
We have prepared a Registration Statement on Form S-8 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 Vista of 100,000 shares of Common Stock pursuant to the 1998 Plan. As Special
Counsel to Vista, we have supervised all corporate proceedings in connection
with the preparation and filing of the Registration Statement. We have reviewed
Vista's Amended Certificate of Incorporation and By-laws, as presently in
effect. We have also reviewed copies of Vista's corporate minutes and other
proceedings and records relating to the authorization and issuance of Common
Stock and such other documents and matters of law as we have deemed necessary in
order to render this opinion.
Based upon the foregoing, and in reliance thereon, it is our opinion that,
in accordance with the terms and conditions of the offering as more fully
described in the Prospectus, included as part of the Registration Statement,
each of the shares of the Common Stock issued pursuant 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.
We hereby consent to the use of this opinion in the Registration Statement,
and we further consent to the reference to our name in the Prospectus, included
as part of the Registration Statement.
Sincerely,
/s/ Saul, Ewing, Remick & Saul LLP
SAUL, EWING, REMICK & SAUL LLP
S-10
EXHIBIT 23
Consent of Saul, Ewing, Remick & Saul LLP,
Special Counsel to the Registrant,
as set forth in Exhibit 5
S-11
EXHIBIT 24
Power of Attorney Given by the Officers
and Directors of the Registrant,
as set forth on Page R-11
S-12
