As filed with the Securities and Exchange Commission on May 24, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
Vista Bancorp, Inc. 1999 Employee Stock Purchase Plan
(Full title of the Plan)
BARBARA HARDING, PRESIDENT and CHIEF EXECUTIVE OFFICER
VISTA BANCORP, INC.
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
Telephone: (908) 859-9500
(Name, address, including ZIP code, and telephone
number, including area code, of agent for service)
With a Copy To:
JOHN B. LAMPI, ESQUIRE
SAUL, EWING, REMICK & SAUL LLP
Penn National Insurance Tower
2 North Second Street, 7th Floor
Harrisburg, Pennsylvania 17101
Telephone: (717) 257-7595
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities to be Amount to be registered offering price per share aggregate offering Amount of registration
registered (1) price (1) fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value 25,000 shares $18.75 $468,750 $130.31
$.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 of the Common Stock as reported on the NASDAQ Stock
Market on May 19, 1999.
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 plan described herein.
Index to Exhibits Found on Pages R-15
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Vista Bancorp, Inc. (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, as amended (the
"1934 Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents.
(a) The Registrant's annual report on SEC Form 10-K for the year ended
December 31, 1998 and on SEC Form 10-Q for the quarters ended March
31, 1999 and 1998, previously filed by the Registrant with the
Securities and Exchange Commission (the "SEC"), pursuant to the 1934
Act, are hereby incorporated by reference into the Prospectus;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
Act since the end of the fiscal year covered by the registrant
document referred to in (a) above; and
(c) the description of the Registrant's Common Stock, par value $.50 per
share, contained on pages 52-55 of the Prospectus which was a part of
Pre-effective Amendment No. 1 to Form S-2 (No. 33-97886), filed on
October 30, 1995 with the Commission, including any amendment or
report filed with the Commission for the purpose of updating such
description.
Item 4. DESCRIPTION OF SECURITIES
A. DESCRIPTION OF COMMON STOCK
The Registrant is authorized to issue 10,000,000 shares of Common Stock,
par value $.50 per share, of which 4,583,054 shares were issued and outstanding
as of March 31, 1999. The remaining 5,416,946 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
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she is entitled by the number of directors to be elected and to cast the whole
number of such votes for one candidate or distribute them among two or more
candidates.
Except for the shares of the Common Stock reserved for issuance pursuant to
the Registrant's Dividend Reinvestment and Stock Purchase Plan, Employee Stock
Purchase Plan and Board of Directors Stock Purchase Plan, a shareholder has a
preemptive right to subscribe for securities, option rights or securities having
option rights, issued for cash by the Registrant. 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.
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,
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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 Act provides that unless
otherwise prescribed in the Amended Certificate of Incorporation, such
transactions require the approval of a majority of the outstanding shares.
Without this greater voting requirement, the Registrant believes that the
shareholders would be inadequately protected from the potential abuses of
unsolicited takeover attempts.
Article 10 of the Registrant's Amended Certificate of Incorporation, also
regarding business combinations, includes a "fair price" provision. Under this
provision no merger, consolidation, or liquidation of the Registrant would be
valid unless all shareholders receive the same price for their stock. The Board
of Directors has observed that it has become a relatively common practice in
corporate takeovers to pay cash to acquire a controlling equity interest and
then to pay the remaining shareholders a price for their shares which is lower
than the price paid to acquire control or is a less desirable form of
consideration, as the case may be. This provision is designed to protect
minority shareholders from a purchaser who uses a two-tiered pricing tactic in
an attempt to take control of the Registrant. The provision is not designed to
prevent or discourage tender offers for the Registrant in which all shareholders
receive substantially the same price for their shares.
The Act provides that the certificate of incorporation of a New Jersey
corporation (such as the Registrant) may be amended by the affirmative vote of a
majority of the outstanding voting stock of such corporation, except as
otherwise provided by such corporation's certificate of incorporation. The
Registrant's Amended Certificate of Incorporation, however, provides that
certain provisions designed to protect the Registrant from an unfriendly
takeover attempt can only be amended by an affirmative vote of holders of at
least 75% of the outstanding voting stock of the Registrant unless approved by
the affirmative vote of 80% of the entire Board of Directors, in which case
approval by only 66 2/3% of the outstanding voting stock is required. On other
matters, the Amended Certificate of Incorporation of the Registrant can be
amended by an affirmative vote of the holders of a majority of outstanding
voting stock. The Registrant believes that this procedural provision is
essential to preserve the substantive provisions of the Registrant's Amended
Certificate of Incorporation.
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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. DIVIDENDS
The Registrant has paid cash dividends since its formation as the parent
holding company of Phillipsburg National Bank ("PNB"). Prior to such formation,
PNB paid dividends for more than thirty-five (35) years. It is the present
intention of the Registrant's Board of Directors to continue the dividend
payment policy; however, further dividends must necessarily depend upon
earnings, financial condition, appropriate legal restrictions and other factors
relevant at the time the Board of Directors considers dividend policy. Cash
available for dividend distributions to shareholders of the Registrant must
initially come from dividends paid by the Bank Subsidiaries to the Registrant.
Therefore, the restrictions on the Bank Subsidiaries dividend payments are
directly applicable to the Registrant.
1. Dividend Restrictions on PNB
The Office of the Comptroller of the Currency ("OCC") has issued rules
governing the payment of dividends by national banks. PNB may not pay dividends
from capital (unimpaired common and preferred stock outstanding), but only from
retained earnings after deducting losses and bad debts therefrom. "Bad debts"
are defined as matured obligations in which interest is past due and unpaid for
ninety (90) days, but do not include well-secured obligations that are in the
process of collection.
To the extent that: (1) PNB has capital surplus in an amount in excess of
common capital; and (2) if PNB can prove that such surplus resulted from prior
period earnings, PNB,
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upon approval of the OCC, may transfer earned surplus to retained earnings and
thereby increase its dividend paying capacity.
If, however, PNB has insufficient retained earnings to pay a dividend, the
OCC's regulations allow PNB to reduce its capital to a specified level and to
pay dividends upon receipt of the approval of the OCC as well as that of the
holders of two thirds of the outstanding shares of the Common Stock.
PNB may not pay any dividends on its capital stock during the period in
which it may be in default in the payment of its assessment for deposit
insurance premium due to the Federal Deposit Insurance Corporation ("FDIC") ,
nor may it pay dividends on Common Stock until any cumulative dividends on PNB's
preferred stock (if any) have been paid in full. PNB has never been in default
in the payments of its assessments to the FDIC; and, moreover, PNB has no
outstanding preferred stock. In addition, under the Federal Deposit Insurance
Act (912 U.S.C. ss.1818), dividends cannot be declared and paid if the OCC
obtains a cease and desist order because such payment would constitute an unsafe
and unsound banking practice. PNB's unrestricted retained earnings and net
income available that could be paid as a dividend to the Registrant under the
current OCC regulations were $5.6 million as of March 31, 1999.
2. Dividend Restrictions on Twin Rivers
Similar to PNB, the dividends of Twin Rivers Community Bank ("Twin Rivers")
are also subject to certain regulatory considerations and the discretion of its
Board of Directors and will depend upon a number of factors, including operating
results, financial conditions and general business conditions. The Registrant is
entitled to receive dividends, as and when declared by the Board of Directors of
Twin Rivers, out of funds legally available therefor, subject to the
restrictions set forth in the Pennsylvania Banking Code of 1965 (the
"Pennsylvania Banking Code") and the Federal Deposit Insurance Act.
The Pennsylvania Banking Code provides that cash dividends may be declared
and paid only out of accumulated net earnings and that, prior to the declaration
of any dividend, if the surplus of Twin Rivers is less than the amount of its
capital, Twin Rivers shall, until surplus is equal to such amount, transfer to
surplus an amount which is at least 10% of the net earnings of Twin Rivers for
the period since the end of the last fiscal year or for any shorter period since
the declaration of a dividend. If the surplus of Twin Rivers is less than 50% of
the amount of capital, no dividend may be declared or paid without the prior
approval of the Pennsylvania Department of Banking ("Department") until such
surplus is equal to 50% of Twin Rivers' capital.
As of March 31, 1999, there was $1.3 accumulated net earnings,
respectively, available at Twin Rivers that could be paid as a dividend to Vista
under current Pennsylvania law.
The Federal Deposit Insurance Act generally prohibits all payments of
dividends by any bank which is in default on any assessment for deposit
insurance premium to the FDIC.
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3. Dividend Restrictions on the Registrant
Under the Act, the Registrant may not pay a dividend if, after giving
effect thereto, either (a) the Registrant would be unable to pay its debts as
they become due in the usual course of business or (b) the Registrant's total
assets would be less than its total liabilities. The determination of total
assets and liabilities may be based upon: (i) financial statements prepared on
the basis of generally accepted accounting principles; (ii) financial statements
that are prepared on the basis of other accounting practices and principles that
are reasonable under the circumstances; or (iii) a fair valuation or other
method that is reasonable under the circumstances.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5(2) of the Act (relating to indemnification in connection
with third party actions) provides that the Registrant has the power to
indemnify any person who is or was a director, officer, employee or agent of the
Registrant and any person who is or was a director, officer, employee or agent
of any domestic or foreign corporation, partnership, joint venture, sole
proprietorship trust or other enterprise whether or not for profit and who is
serving at the request of the Registrant or the legal representative of any such
director, officer, trustee, employee or agent (the "Corporate Agent") against
his expenses and liabilities in connection with any proceeding involving the
Corporate Agent by reason of his being or having been such a Corporate Agent,
other than a proceeding by or in the right of the Registrant, if
(a) such Corporate Agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; and
(b) with respect to any criminal proceeding, such Corporate Agent had no
reasonable cause to believe his conduct was unlawful. The termination
of any proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create
a presumption that such Corporate Agent did not meet the applicable
standards of conduct set forth above.
Under Section 14A:3-5(3) of the Act (relating to indemnification in
connection with derivative actions), the Registrant has the power to indemnify a
Corporate Agent against his expenses in connection with any proceeding by or in
the right of the Registrant to procure a judgment in its favor which involves
the Corporate Agent by reason of his being or having been such Corporate Agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
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
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extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all circumstances of the case, such Corporate Agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.
Section 14A:3-5(4) of the Act (relating to mandatory indemnification)
states that the Registrant shall indemnify a Corporate Agent against expenses to
the extent that such Corporate Agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) (relating to
indemnification in connection with third party actions) and 14A:3-5(3) (relating
to indemnification in connection with derivative actions) or in defense of any
claim, issue or matter therein.
Furthermore, under Section 14A:3-5(5) of the Act (relating to procedure for
effecting indemnification), any indemnification under subsection 14A:3-5(2)
(relating to indemnification in connection with third party actions) and, unless
ordered by a court, under subsection 14A:3-5(3) (relating to indemnification in
connection with derivative actions) may be made by the Registrant only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the Corporate Agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) (relating to
indemnification in connection with third party actions) or subsection 14A:3-5(3)
(relating to indemnification in connection with derivative actions). Unless
otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made:
(a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or
otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of
the disinterested directors so directs, by independent legal counsel,
in a written opinion, such counsel to be designated by the board of
directors; or
(c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so
directs.
Section 14A:3-5(6) of the Act (relating to advancing expenses) states that
expenses incurred by a Corporate Agent in connection with a proceeding may be
paid by the Registrant in advance of the final disposition of the proceeding as
authorized by the board of directors upon receipt of an undertaking by or on
behalf of the Corporate Agent to repay such amount if it shall ultimately be
determined that such Corporate Agent is not entitled to be indemnified as
provided by the Act.
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
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expenses), a Corporate Agent may apply to a court for an award of
indemnification by the Registrant, and such court:
(a) may award indemnification to the extent authorized under subsections
14A:3-5(2) (relating to indemnification in connection with third party
actions) and 14A:3-5(3) (relating to indemnification in connection
with derivative actions) and shall award indemnification to the extent
required under subsection 14A:3-5(4) (relating to mandatory
indemnification), notwithstanding any contrary determination which may
have been made under subsection 14A:3-5(5) (relating to the procedure
to effect indemnification); and
(b) may allow reasonable expenses to the extent authorized by, and subject
to the provisions of, subsection 14A:3-5(6) (relating to advancing
expenses), if the court shall find that the Corporate Agent has by his
pleadings or during the course of the proceeding raised genuine issues
of fact or law.
Application for such indemnification may be made:
(a) in the civil action in which the expenses were or are to be incurred
or other amounts were or are to be paid; or
(b) to the Superior Court in a separate proceeding. If the application is
for indemnification arising out of a civil action, it shall set forth
reasonable cause for the failure to make application for such relief
in the action or proceeding in which the expenses were or are to be
incurred or other amounts were or are to be paid.
Section 14A:3-5(7) of the Act further stipulates that the application shall
set forth the disposition of any previous application for indemnification and
shall be made in such manner and form as may be required by the applicable rules
of court or, in the absence thereof, by direction of the court to which it is
made. Such application shall be upon notice to the Registrant. The court may
also direct that notice shall be given at the expense of the Registrant to the
shareholders and other such persons as it may designate in such manner as it may
require.
Finally, Section 14A:3-5(7) of the Act states that the indemnification and
advancement of expenses provided by or granted pursuant to the Act shall not
exclude any other rights, including the right to be indemnified against
liabilities and expenses incurred in proceedings by or in the right of the
Registrant, to which a Corporate Agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be made to or on behalf of a Corporate Agent, if a
judgment or other final adjudication adverse to the Corporate Agent establishes
that his acts or omissions were:
(a) in breach of his duty of loyalty to the Registrant or its
shareholders,
(b) not in good faith or involved a knowing violation of law, or
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(c) resulted in receipt by the Corporate Agent of an improper personal
benefit.
Section 14A:3-5(9) of the Act (relating to the power to purchase insurance)
specifies that the Registrant shall have the power to purchase and maintain
insurance on behalf of any Corporate Agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being or
having been a Corporate Agent, whether or not the Registrant would have the
power to indemnify him against such expenses and liabilities under the
provisions of the Act. The Registrant may purchase such insurance from, or such
insurance may be reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the Registrant whether or not such insurer does
business with other insureds.
Section 14A:3-5(10) of the Act states that the powers granted by the Act
may be exercised by the Registrant, notwithstanding the absence of any provision
in its certificate of incorporation or bylaws authorizing the exercise of such
powers. However, except as required by subsection 14A:3-5(4) (relating to
mandatory indemnification), no indemnification shall be made or expenses
advanced by the Registrant, and none shall be ordered by a court, if such action
would be inconsistent with a provision of the certificate of incorporation, a
bylaw, a resolution of the board of directors or of the shareholders, an
agreement or other proper corporate action, in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding, which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
Registrant or the rights of indemnification to which a Corporate Agent may be
entitled.
The Act however, does not limit the Registrant's power to pay or reimburse
expenses incurred by a Corporate Agent in connection with the Corporate Agent's
appearance as a witness in a proceeding at a time when the Corporate Agent has
not been made a party to the proceeding.
In addition, section 14A:6-1 of the Act (relating to the Board of
Directors) declares that unless otherwise provided by statute or in a
corporation's certificate of incorporation, the business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in discharging his duties to the Registrant and in determining what he
reasonably believes to be in the best interest of the Registrant, a director
may, in addition to considering the effects of any action on shareholders,
consider any of the following:
(a) the effects of the action on the Registrant's employees, suppliers,
creditors and customers;
(b) the effects of the action on the community in which the Registrant
operates; and
(c) the long term as well as the short-term interests of the Registrant
and its shareholders, including the possibility that these interests
may best be served by the continued independence of the Registrant.
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Section 14A:6-1 of the Act also states that if on the basis of the factors
above, the board of directors determines that any proposal or offer to acquire
the Registrant is not in the best interest of the Registrant, it may reject such
proposal or offer. If the board of directors determines to reject any such
proposal or offer, the board of directors shall have no obligation to
facilitate, remove any barriers to, or refrain from impeding the proposal or
offer.
Section 14A:6-14 of the Act (relating to liability of directors; reliance
on records and report) states that directors and members of any committee
designated by the board shall discharge their duties in good faith and with that
degree of diligence, care and skill which ordinarily prudent people would
exercise under similar circumstances in like positions.
In discharging their duties, directors and members of any committee
designated by the board shall not be liable if, acting in good faith, they rely
(a) upon the opinion of counsel for the corporation;
(b) upon written reports setting forth financial data concerning the
Registrant and prepared by an independent public accountant or
certified public accountant or firm of such accountants;
(c) upon financial statements, books of account or reports of the
Registrant represented to them to be correct by the president, the
officer of the Registrant having charge of its books of account, or
the person presiding at a meeting of the board; or
(d) upon written reports of committees of the board.
Article V of the Registrant's by-laws provides that the Registrant shall
indemnify, to the full extent authorized by law, any person made, or threatened
to be made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Registrant or served
or serves any other enterprise at the request of the Registrant.
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.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The Vista Bancorp, Inc. Employee Stock Purchase Plan, as amended, 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
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4 Vista Bancorp, Inc. 1999 Employee Stock
Purchase 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.
23A Consent of Saul, Ewing, Remick & Saul LLP,
Special Counsel to the Registrant.
23B Consent of Rudolph, Palitz LLP, Certified
Public Accountants of Plymouth Meeting,
Pennsylvania.
24 Power of Attorney given by the Officers and
Directors of the Registrant.
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not Applicable.
99A Report of Rudolph, Palitz LLP, dated January
29, 1999.
99B Financial Data Schedule.
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;
R-11
<PAGE>
(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.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
R-12
<PAGE>
SIGNATURES
The Registrant: Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Phillipsburg, State of New Jersey, on May 21, 1999.
VISTA BANCORP, INC.
By: /s/ Barbara Harding
-----------------------------
Barbara Harding, President and
Chief Executive Officer
The Plan: Pursuant to the requirements of the Securities Act of 1933, the
members of the Executive Committee have duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Phillipsburg, State of New Jersey, on May 21, 1999.
VISTA BANCORP, INC.
EXECUTIVE COMMITTEE
By: /s/ Richard A. Cline
-----------------------------
Richard A. Cline
By: /s/ Harold J. Curry
-----------------------------
Harold J. Curry
By: /s/ Barry L. Hajdu
-----------------------------
Barry L. Hajdu
By: /s/ Mark A. Reda
-----------------------------
Mark A. Reda
R-13
<PAGE>
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/her and his/her name, place and
stead, in any and all capacities (including his/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 Securities and Exchange Commission, 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 might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Richard A. Cline Director May 21, 1999
- ---------------------------
Richard A. Cline
/s/ Harold J. Curry Director and Chairman May 21, 1999
- ---------------------------
Harold J. Curry
/s/ Dale F. Falcinelli Director May 21, 1999
- ---------------------------
Dale F. Falcinelli
/s/ James T. Finegan, Jr. Director May 21, 1999
- ---------------------------
James T. Finegan, Jr.
/s/ Barry L. Hajdu Director May 21, 1999
- ---------------------------
Barry L. Hajdu
/s/ Barbara Harding President and Director May 21, 1999
- --------------------------- (Chief Executive Officer)
Barbara Harding
/s/ David L. Hensley Executive Vice President and Director May 21, 1999
- ---------------------------
David L. Hensley
/s/ Mark A. Reda Director May 21, 1999
- ---------------------------
Mark A. Reda
/s/ Marc S. Winkler Executive Vice President and Director May 21, 1999
- ---------------------------
Marc S. Winkler
/s/ J. Marshall Wolff Director May 21, 1999
- ---------------------------
J. Marshall Wolff
/s/ William F. Keefe Executive Vice President, May 21, 1999
- --------------------------- and Chief Financial Officer
William F. Keefe (Principal Financial and Accounting Officer)
/s/ Jill A. Pursell Assistant Vice President and Secretary May 21, 1999
- ---------------------------
Jill A. Pursell
</TABLE>
R-14
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item Number Description Page
- ----------- ----------- ----
<S> <C> <C>
4 Vista Bancorp, Inc. 1999 Employee Stock Purchase 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-7
23A Consent of Saul, Ewing, Remick & Saul LLP, Special
Counsel to Registrant found at Exhibit 5 hereto.................. S-10
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants, of Plymouth Meeting, Pennsylvania................... S-11
99A Report of Rudolph, Palitz LLP, dated January 29, 1999............ S-13
99B Financial Data Schedule.......................................... S-15
</TABLE>
R-15
EXHIBIT 4A
Vista Bancorp, Inc. 1999 Employee Stock Purchase Plan
S-1
<PAGE>
[LOGO]
VISTA BANCORP, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
Vista Bancorp, Inc. 1999 Employee Stock Purchase Plan is intended to
provide employees of Vista Bancorp, Inc. and its subsidiaries the opportunity to
acquire ownership interests in the Corporation through an investment program.
The Corporation believes that ownership of its Common Stock will motivate
employees to improve their job performance, and enhance the financial results of
the Corporation. The Plan is intended to qualify as an "employee stock purchase
plan" under ss.423 of the Internal Revenue Code, and shall be constructed so as
to extend and limit participation in a manner consistent with the requirements
thereof.
ARTICLE II - DEFINITIONS
2.01 Board
"Board" shall mean the Board of Directors of Vista Bancorp, Inc.
2.02 Code
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
2.03 Commencement Date
"Commencement Date" shall mean the date on which annual Options are
granted.
2.04 Committee
"Committee" shall mean the members of the Executive Committee of the
Corporation.
2.05 Common Stock
"Common Stock" shall mean the Common Stock, par value $.50 per share, of
Vista Bancorp, Inc.
2.06 Corporation
"Corporation" shall mean Vista Bancorp, Inc., a New Jersey corporation,
and its Subsidiary Corporations.
2.07 Employee
"Employee" shall mean any person who is employed by the Corporation for
more than one year and whose employment is 20 hours or more per week.
2.08 Option
"Option" shall mean an annual Option granted to purchase Common Stock of
the Corporation.
S-2
<PAGE>
2.09 Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation that
(i) is a "subsidiary corporation" of Vista Bancorp, Inc. as that term is
defined in ss.424 of the Code and (ii) is designated as a participant in
the Plan by the Committee at the effective date or subsequently.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility
Each Employee shall be eligible to participate in the Plan on or after he
becomes an Employee as defined in ss.2.07. Every Employee eligible for an Option
shall be entitled to exercise that Option for a period of not less than one
month after the date on which the Option is granted.
3.02 Restrictions on Participation
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall participate in an Offering
(a) if, immediately after the Commencement Date, such Employee would own
stock, and/or hold outstanding options to purchase stock, possessing
5% or more of the total combined voting power or value of all
classes of stock of the Corporation (for purposes of this paragraph,
the rules of ss.424(d) of the Code shall apply in determining stock
ownership of any Employee);or
(b) to the extent that his rights to purchase stock under all employee
stock purchase plans of the Corporation accrue at a rate which
exceeds $25,000 in fair market value of the stock (determined at the
time such Option is granted) for each calendar year in which such
Option is outstanding.
3.03 Commencement of Participation
An eligible Employee may participate by completing an authorization for
payroll deduction form provided by the Corporation, and filing it with the
Corporation during the calendar months of March, June, September and December.
An eligible Employee may also participate by completing an exercise of Option
agreement and filing it with the Corporation along with their check payable to
the Corporation.
ARTICLE IV - GRANTING OF OPTIONS
4.01 Annual Options
Each Option granted will be equal to 8% of the Employees annualized base
salary earned by the Employee during the calendar year immediately preceding the
year in which the Options are granted.
4.02 Number of Option Shares
To determine the number of Option shares an Employee is allowed to
purchase, they must divide the Option price determined under ss.4.03 into their
Option total.
4.03 Option Price
The Option price of the Common Stock shall be the closing NASDAQ bid price
("Plan Price Per Share") on the last business day of the second week in
February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date").
4.04 Employee's Interest in Option Stock
The Employee shall have no rights as a shareholder with respect to any
shares covered by his Option until the date on which the Corporation records the
transfer of stock pursuant to the Plan.
S-3
<PAGE>
ARTICLE V - PAYROLL DEDUCTIONS
5.01 Amount of Deduction
The minimum deduction will be $5 per pay period and a maximum not to
exceed the total Employee Option.
5.02 Employee's Account
Shares will be purchased on the last business day of the second week in
February, May, August, November and a final purchase on December 31. Each
employee's shareholder account will be credited with the number of whole shares
and a fractional share equal to the total amount deducted during the quarter.
5.03 Changes in Payroll Deductions
An Employee may file a new authorization for payroll deduction or alter
the amount of his current payroll deduction during the months of March, June,
September and December. An Employee may discontinue his payroll deduction under
the Plan at any time.
5.04 Leave of Absence
If an Employee goes on a leave of absence without pay, his deduction will
be suspended until he resumes his employment.
5.05 Withdrawal
An Employee may withdraw the full amount held for his account under the
Plan at any time by giving written notice to the Corporation. The balance held
for his account shall be paid to him promptly after receipt of his notice of
withdrawal, and no further deductions will be made from his pay.
VI - EXERCISE OF OPTIONS
6.01 Exercise
Employees who do not elect payroll deduction may exercise portions of
their Option during the course of the calendar year in which such Option is
granted. Employees enrolled in payroll deduction may exercise any remaining
Option balance during the calendar year as long as total price paid of all
purchases does not exceed the total Option granted. All unexercised portions of
each Option shall expire on December 31 of the year in which such Option is
granted, or upon the termination of the Employee's employment with the
Corporation, whichever is earlier.
6.02 Delivery of Stock Certificate
The Corporation shall promptly record all acquisitions of stock pursuant
to the Plan on the shareholder account of each employee and shall provide
employees with appropriate documentation of such purchase. One certificate will
be issued during the first quarter of the following calendar year for the total
shares purchased through the Plan the preceding year.
6.03 Transferability of Stock
Common Stock issued pursuant to the Plan shall not be transferable, other
than to the Employee's estate or by bequest or inheritance, or incident to the
Employee's divorce, for one year after the date of purchase. After one year from
the time the Option is exercised, the stock can be sold through the securities
exchange under which it is traded or can be transferred as requested by the
employee.
S-4
<PAGE>
6.04 Registration of Stock
Common Stock to be delivered to an Employee under the Plan shall be
registered in the name of the Employee, or, if the Employee so directs by
written notice to the Corporation prior to the Option expiration date applicable
thereto, in the names of the Employee and one such other person as may be
designated by the Employee, as joint tenants with rights of survivorship or as
tenants by the entirety, to the extent permitted by applicable law.
ARTICLE VII - WITHDRAWAL
7.01 Termination of Employment
Upon the termination of an Employee's employment for any reason, including
retirement (but excluding death while in the employ of the Corporation), all
unexercised portions of each Option shall expire.
7.02 Termination of Employment due to Death
If an employee shall die while in the employ of the Corporation, the
Option may be exercised, subject to the condition that no Option shall be
exercisable after December 31 of the year in which such Option is granted, to
the extent that the employee's right to exercise such Option had accrued
pursuant to the Plan at the time of his death and had not previously been
exercised. The Option may be so exercised by the executors or administrators of
the employee or by any person or persons who shall have acquired the Option
directly from the employee by bequest or inheritance.
VIII - ADMINISTRATION
8.01 Plan Administrator
The Plan is administered by Continental Stock Transfer & Trust Company
(the "Plan Administrator"), the Transfer Agent and Registrar for the Company. As
the Agent for participating shareholders, the Agent will administer the Plan in
accordance with the terms and conditions of the Plan.
The interpretation and construction by the Executive Committee of the
Board of Directors of any provisions of the Plan or of any Option granted under
it shall be final unless otherwise determined by the Board of Directors. No
member of the Executive Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under it.
8.02 Indemnification of Plan Administrator
The Plan Administrator shall be indemnified by the Corporation against
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therefrom, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Option granted thereunder, and against all amounts paid by
then in settlement thereof or paid by them in satisfaction of a judgment in any
such action, suite or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that the Plan Administrator
is liable for gross negligence or misconduct in the performance of its duties.
IX - MISCELLANEOUS
9.01 Transferability
No Option shall be transferable by the employee otherwise than by will or
the laws of descent and distribution.
S-5
<PAGE>
9.02 Recapitalization
If, while any Options under the Plan are outstanding, the outstanding
shares of Common Stock have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the
Corporation through reorganization, recapitalization, reclassification, stock
split, reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made in the number and/or kind of shares which are subject to
purchase under outstanding Options and in the exercise price applicable to such
outstanding Options. In addition, in any such event, the number and/or kind of
shares which may be granted in the Options shall also be proportionately
adjusted.
9.03 Amendment and Termination
The Board shall have complete power and authority to terminate, amend or
suspend the Plan at any time without any requirement of shareholder approval if
the Board determines that such termination, amendment or suspension in the best
interest of the shareholders. No termination, amendment or suspension of the
Plan may, without the consent of an Employee than having an Option under the
Plan to purchase Common Stock, adversely affect the rights of such Employee. The
Plan shall not be amended more than once annually, other than to conform with
changes in the Code or the rules thereunder.
9.04 No Employment Rights
The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Corporation, and it shall not be deemed to interfere in any way with the
Corporation's right to terminate, or otherwise modify, an Employee's employment
at any time.
9.05 Application of Funds
The proceeds received by the Corporation from the sale of common stock
pursuant to Options will be used for general purposes.
S-6
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-7
<PAGE>
May 21, 1999
Board of Directors
Vista Bancorp, Inc.
115 South Main Street
Phillipsburg, New Jersey 08865
Lady and Gentlemen:
We have been engaged as Special Counsel to Vista Bancorp, Inc. (the
"Corporation") in connection with the offer and sale of 25,000 shares of its
Common Stock par value $.50 per share (the "Common Stock") pursuant to the
Corporation's 1999 Employee Stock Purchase Plan.
We have prepared the 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 the Corporation of 25,000 shares of Common Stock. As Special Counsel to the
Corporation, we have supervised all corporate proceedings in connection with the
preparation and filing of the Registration Statement. We have reviewed the
Corporation's Amended Certificate of Incorporation and By-laws, as presently in
effect. We have also reviewed copies of the Corporation's corporate minutes and
other proceedings and records relating to the authorization and issuance of the
Common Stock and such other documents and matters of law as we have deemed
necessary in order to render this opinion.
Based upon the foregoing, and in reliance thereon, it is our opinion that,
in accordance with the terms and conditions of the offering as more fully
described in the Prospectus as amended and supplemented, included and
incorporated 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.
S-8
<PAGE>
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
and incorporated as part of the Registration Statement.
Sincerely,
/s/ Saul, Ewing, Remick & Saul LLP
----------------------------------
SAUL, EWING, REMICK & SAUL LLP
S-9
EXHIBIT 23A
Consent of Saul, Ewing, Remick & Saul LLP,
Special Counsel to the Registrant
found at Exhibit 5 hereto
S-10
EXHIBIT 23B
Consent of Rudolph, Palitz LLP, Certified
Public Accountants, of
Plymouth Meeting, Pennsylvania
S-11
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We consent to the incorporation by reference, of our report, dated January
29, 1999, on the consolidated financial statements of Vista Bancorp, Inc. and
Subsidiaries, and to the reference to our firm under the heading "Experts," in
the Registration Statement on Form S-8, relating to the Company's 1999 Employee
Stock Purchase Plan.
/s/ Rudolph, Palitz LLP
--------------------------------
RUDOLPH, PALITZ LLP
Blue Bell, Pennsylvania
May 21, 1999
S-12
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000831979
<NAME> VISTA BANCORP, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 22,631
<INT-BEARING-DEPOSITS> 1,556
<FED-FUNDS-SOLD> 6,350
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 191,917
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 373,353
<ALLOWANCE> 4,722
<TOTAL-ASSETS> 606,622
<DEPOSITS> 527,359
<SHORT-TERM> 22,205
<LIABILITIES-OTHER> 4,633
<LONG-TERM> 5,500
0
0
<COMMON> 2,405
<OTHER-SE> 44,520
<TOTAL-LIABILITIES-AND-EQUITY> 606,622
<INTEREST-LOAN> 7,452
<INTEREST-INVEST> 2,638
<INTEREST-OTHER> 79
<INTEREST-TOTAL> 10,169
<INTEREST-DEPOSIT> 4,435
<INTEREST-EXPENSE> 4,669
<INTEREST-INCOME-NET> 5,500
<LOAN-LOSSES> 225
<SECURITIES-GAINS> 71
<EXPENSE-OTHER> 4,263
<INCOME-PRETAX> 2,146
<INCOME-PRE-EXTRAORDINARY> 2,146
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,473
<EPS-BASIC> 0.31
<EPS-DILUTED> 0.31
<YIELD-ACTUAL> 4.15
<LOANS-NON> 1,814
<LOANS-PAST> 153
<LOANS-TROUBLED> 479
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,524
<CHARGE-OFFS> 39
<RECOVERIES> 11
<ALLOWANCE-CLOSE> 4,722
<ALLOWANCE-DOMESTIC> 4,722
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 574
</TABLE>
EXHIBIT 99A
Report of Rudolph, Palitz LLP, dated January 29, 1999
S-13
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We have audited the accompanying consolidated balance sheets of Vista
Bancorp, Inc. and Subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vista
Bancorp, Inc. and Subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidating
information on page 46 is presented for purposes of additional analysis rather
than to present financial position and results of operations of the individual
companies. Accordingly, we do not express an opinion on the financial position
and results of operations of the individual companies. However, the
consolidating information on page 46 has been subjected to the auditing
procedures applied in the audits of the consolidated financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
consolidated financial statements taken as a whole.
/s/ Rudolph, Palitz LLP
January 29, 1999
Blue Bell, Pennsylvania
S-14
