As filed with the Securities and Exchange Commission on February ___, 1999
Registration No. 33-92840
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VISTA BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2870972
(I.R.S. Employer Identification No.)
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865
Telephone: (908) 859-9500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Barbara Harding, President and Chief Executive Officer
Vista Bancorp, Inc.
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865
Telephone: (908) 859-9500
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
With a Copy To:
John B. Lampi, Esquire
Saul, Ewing, Remick & Saul LLP
Penn National Insurance Tower, 2 North Second Street,
7th Floor, Harrisburg, Pennsylvania 17101
Telephone: (717) 257-7553
Approximate date of commencement of the proposed sale of securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount Proposed maximum Proposed Amount of
Title of each class of to be offering price maximum aggregate registration
securities to be registered registered per unit(1) offering price(1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock, par value 500,000 shares $10.625 $5,312,500 $1,831.91
$.50 per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based, in accordance with Rule 457(c), upon the average of the bid and
asked price of the shares of Registrant's common stock as of May 23, 1995.
Index to Exhibits Found on Page R-8
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PROSPECTUS
500,000 Shares
VISTA BANCORP, INC.
305 Roseberry Street
Phillipsburg, New Jersey 08865
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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Common Stock, Par Value $.50 Per Share
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") described
herein offers the holders of Common Stock, par value $.50 per share, (the
"Common Stock") of Vista Bancorp, Inc. (the "Company") an opportunity to
reinvest automatically their dividends in shares of Common Stock. Moreover, each
shareholder participating in the Plan ("Participant") may also voluntarily
purchase, on a quarterly basis, additional shares of the Common Stock within the
limitations provided in the Plan.
Shares of Common Stock for the Plan will be made available by the Company.
The quarterly purchase price of each share is the closing NASDAQ bid price
("Plan Price Per Share") on the last business day of the second week in
February, May, August and November of each year, or, if there is no reported
trade on such day, then on the most recent day preceding such day (the "Price
Date"). There will be no brokerage commissions or service charges upon the
purchase of shares under the Plan. The Company will bear all other costs of
administering the Plan.
It is recommended that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK ARE NOT BANK DEPOSITS, ARE NOT
OBLIGATIONS OF, OR GUARANTEED BY ANY BANK, ARE NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is May 26, 1995,
as amended and supplemented on January 15, 1999.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN DOCUMENTS
SUBSEQUENTLY INCORPORATED BY REFERENCE AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Page
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Available Information ..................................................... 3
Incorporation of Certain Documents by Reference ........................... 3
Prospectus Summary ........................................................ 4
Investment Considerations ................................................. 5
Description of the Dividend Reinvestment and Stock Purchase Plan .......... 6
Purpose ................................................................. 6
Advantages to Participants .............................................. 6
Administration .......................................................... 7
Participation ........................................................... 7
Purchases ............................................................... 8
Reports to Participants ................................................. 9
Dividends ............................................................... 9
Sale of Shares .......................................................... 10
Voluntary Withdrawal from the Plan ...................................... 10
Federal Income Tax Consequences ......................................... 11
Other Information ....................................................... 11
Fees .................................................................... 13
Use of Proceeds ........................................................... 13
Description of Common Stock ............................................... 13
General ................................................................. 13
Anti-takeover Provisions ................................................ 14
Price Range of Common Stock and Dividends ............................... 16
Dividend Restrictions on PNB ............................................ 16
Dividend Restrictions on Twin Rivers .................................... 17
Dividend Restrictions on the Company .................................... 18
Security Ownership of Certain Beneficial Owners and Management ............ 18
Principal Owners ........................................................ 18
Beneficial Ownership by Officers, Directors and Nominees ................ 19
Plan of Distribution ...................................................... 20
Experts ................................................................... 20
Legal Matters ............................................................. 21
Statement as to Indemnification ........................................... 21
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Northwest Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60621-2511 and 75 Park Place, 14th Floor, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Company files such material electronically with the SEC. The SEC
maintains a Website that contains reports, proxy and information statements and
other information regarding companies that file electronically with the SEC. The
address of the SEC Website is http://www.sec.gov. The Company's Common Stock is
quoted on The NASDAQ Stock Market under the symbol "VBNJ," and such reports,
proxy statements and other information can also be inspected at the office of
NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement and a
Post-effective Amendment on Form S-3 under the Securities Act of 1933, as
amended (the "1933 Act") with respect to the Common Stock being offered pursuant
to this Prospectus. This Prospectus omits certain information contained in the
Registration Statement and the Post-effective Amendment pursuant to the rules
and regulations of the SEC, and reference is made to the Registration Statement
and the Post-effective Amendment, including the exhibits thereto, for further
information with respect to the Company on the Common Stock offered hereby.
Statements contained in this Prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC. Copies of the Registration Statement and the Post-effective
Amendment and the exhibits thereto may be inspected without charge at offices of
the SEC, and copies of all or any portion thereof may be obtained from the SEC
upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's annual reports on SEC Form 10-K for the years ended December
31, 1997 and 1996, and on SEC Form 10-Q for the quarters ended September 30,
1998 and 1997, previously filed by the Company with the SEC, pursuant to the
1934 Act, are hereby incorporated by reference into this Prospectus.
All documents filed by the Company with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior
to the termination of the offering of the Common Stock under the Plan, shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a
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statement contained in this Prospectus or in any other subsequently filed
document, which is also or is deemed to be incorporated by reference, modifies
or replaces such statement.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporated). Written or oral requests for such copies should be directed to:
Coordinator: The Dividend Reinvestment and Stock Purchase Plan, Vista Bancorp,
Inc., 305 Roseberry Street, Post Office Box 5360, Phillipsburg, New Jersey
08865; telephone: (908) 859-9500.
PROSPECTUS SUMMARY
The following summary of this Prospectus is provided for your convenience
and is not intended to be complete. This summary is qualified in its entirety by
the detailed information set forth elsewhere in this Prospectus including the
documents incorporated by reference into this Prospectus.
The Company The Company is a New Jersey business
corporation and registered bank holding
company. The Company has two wholly-owned
banking subsidiaries, The Phillipsburg
National Bank and Trust Company ("PNB") and
Twin Rivers Community Bank ("Twin Rivers")
(hereinafter collectively referred to as the
"Bank Subsidiaries"). The Company's
registered office is located at the
administrative offices of PNB, which is 305
Roseberry Street, Phillipsburg, New Jersey
08865; telephone number: (908) 859-9500.
The Dividend Reinvestment
and Stock Purchase Plan: 500,000 shares of the Common Stock pursuant
to the terms and conditions of the Dividend
Reinvestment and Stock Purchase Plan
described in question and answer format
beginning on page 6 of this Prospectus.
Purchase Price The quarterly purchase price of each share is
the closing NASDAQ bid price ("Plan Price Per
Share") on the last business day of the
second week in February, May, August and
November of each year, or, if there is no
reported trade on such day, then on the most
recent day preceding such day (the "Price
Date").
Use of Proceeds General corporate purposes, including
investments in or advances to the Bank
Subsidiaries.
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Transfer Agent and Registrar Continental Stock Transfer & Trust Company of
New York, New York, acts as the Company's
transfer agent and registrar of the shares of
the Common Stock.
INVESTMENT CONSIDERATIONS
The following investment considerations should be considered by prospective
Participants in deciding whether to purchase the Common Stock offered hereby.
Competitive Banking Environment
The Company and the Bank Subsidiaries operate in a competitive banking
environment. In New Jersey and Pennsylvania generally, and in the Bank
Subsidiaries' service areas specifically, larger banks dominate the commercial
banking industry. By virtue of their larger asset and capital bases, such
institutions have substantially greater lending limits than the Bank
Subsidiaries and perform certain functions for their customers which the Bank
Subsidiaries do not offer. In addition to commercial banks, the Company and the
Bank Subsidiaries also compete with other financial institutions, such as
savings and loan associations, credit unions, money market funds, stock
brokerage firms, insurance companies, and others in obtaining deposits and in
making loans. Future competitors that are not currently serving the Company's
target market may also enter the market. The Company and the Bank Subsidiaries
have been successful in competing with these institutions by marketing
themselves as a locally-owned and operated financial institution that provides
personalized customer service.
Economic Conditions and Related Uncertainties
Commercial banking is affected by general economic and political
conditions, both domestic and international, and by governmental monetary and
fiscal policies. Conditions such as inflation, recession, unemployment, volatile
interest rates, tight money supply, scarce natural resources, international
disorders, and other factors beyond the Company's control may adversely affect
the future profitability of the Company. The current period of regulation makes
projections of the cost of time deposits and the ratio of time to demand
deposits unreliable, which could also adversely affect the future profitability
of the Company.
The Bank Subsidiaries have continued to review the status of all their
loans regularly and, in so doing, has taken into account the experience of other
banks and the condition of real estate values in their market areas. The Company
believes that the allowance for loan losses of the Bank Subsidiaries is adequate
to cover existing potential loan losses. However, future adjustments to that
allowance may be necessary, and future earnings may be negatively impacted if
actual circumstances differ substantially from the assumptions used by the
Company in making that determination.
Payment of Dividends
The Company intends to pay cash dividends, on a quarterly basis, as the
parent holding company of the Bank Subsidiaries. Cash available for dividend
distributions to shareholders of
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the Company must initially come from dividends paid by the Bank Subsidiaries to
the Company. However, future dividends must necessarily depend upon earnings,
financial condition, appropriate legal restrictions and other factors relevant
at the time the Board of Directors considers dividend policy.
Possible Change of Regulations
The Company and the Bank Subsidiaries are strictly regulated and supervised
by a variety of state and Federal regulatory bodies in accordance with
applicable statutes and regulations. Prospective investors should be aware that
the statutes and regulations governing financial institutions in general, and
the commercial banking industry in particular, are currently in a state of
continuous change and have been substantially modified during recent years. It
should be anticipated that such governing laws will be substantially modified in
the future.
Market for the Common Stock
The Company's Common Stock is listed for price quotation on The NASDAQ
Stock Market under the symbol "VBNJ." There are established market makers for
the Company's Common Stock. An interested investor may request a current list of
such market makers by contacting: Jill A. Pursell, Assistant Vice President and
Corporate Secretary; telephone: (908) 859-9559.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following is a description, in question and answer form, of the
provisions of the Plan offered to holders of the Common Stock of the Company. A
holder of the Company's Common Stock, who does not elect to participate in the
Plan, will continue to receive cash dividends by check as and when declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide: (1) shareholders of record of Common
Stock with a simple and convenient method to invest cash dividends in, and to
make voluntary cash payments for, the Common Stock without payment of any
brokerage commissions or service charges and (2) the Company with additional
funds for general corporate purposes.
Advantages to Participants
2. What are the advantages of enrollment in the Plan?
The purchase price of each share is the closing NASDAQ bid price ("Plan
Price Per Share") on the last business day of the second week in February, May,
August and November of
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each year, or, if there is no reported trade on such day, then on the most
recent day preceding such day (the "Price Date").
Each stockholder participating in the Plan (the "Participant") can reinvest
his or her dividends and invest additional cash to purchase Common Stock at the
above-described price.
A Participant can purchase Common Stock without the payment of any
brokerage commissions or other charges. See Question 8.
Regular statements provide a Participant with an updated record of each
transaction. See Question 12.
Administration
3. Who administers the Plan?
The Plan is administered by Continental Stock Transfer & Trust Company (the
"Plan Administrator"), the Transfer Agent and Registrar for the Company. As the
Plan Administrator for participating shareholders, the Plan Administrator will
administer the Plan in accordance with the terms and conditions of the Plan as
set forth herein.
All correspondence relating to the Plan should include your social security
or taxpayer identification number and should be mailed to:
Continental Stock Transfer & Trust Company
2 Broadway
New York, NY 10004
Attn: Vista Dividend Reinvestment Plan
Participation
4. Who is eligible to participate?
All shareholders of the Company's issued and outstanding shares of Common
Stock are eligible to participate in the Plan. Beneficial owners of such stock
whose shares are held for them in registered names other than their own, such as
the names of brokers, bank nominees or trustees, should, if they wish to
participate in the Plan, either instruct the holder of record to join the Plan
or have the shares transferred into a separate participating account.
"Beneficial ownership" for the purpose of the Plan shall be determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the SEC and may include Common Stock owned by
or for an individual's spouse and minor children and any other relative who has
the same home, as well as Common Stock to which the individual has or shares
voting or investment power or has the right to acquire beneficial ownership
within sixty (60) days of any dividend declaration date.
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5. Is partial participation possible under the Plan?
No. A shareholder must elect to receive his or her entire dividend in the
form of the Common Stock.
6. How does a shareholder become a participant?
To participate in the Plan, a shareholder must complete and sign an
Authorization Form and return it to the Plan Administrator. Authorization Forms
will be provided from time to time to all holders of record of Common Stock.
Such forms may also be obtained at any time by contacting the Administrator of
the Vista Dividend Reinvestment Plan, Continental Stock Transfer & Trust
Company, 2 Broadway, New York, New York 10004; toll-free number: 1-800-509-5586.
7. When may a person join the Plan and when will his or her participation
commence?
A shareholder may join the Plan at any time by completing, signing and
returning an Authorization Form to the Plan Administrator. Participation in the
Plan will commence with the first dividend payment after the shareholder joins
the Plan; provided that his or her Authorization Form was received on or before
the record date for such dividend.
Historically, dividends declared on the Common Stock have been paid on
March 10, June 10, September 10 and December 10 of each year. The record date
for each such dividend will occur no later than the first business day of the
month prior to the dividend payment date.
Shareholders are cautioned that the Plan does not represent a change in the
Company's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Company's earnings, financial condition and other
factors.
8. Do Participants incur any expenses in connection with purchases made
pursuant to the Plan?
No. Participants will not be obligated to pay any brokerage commissions or
other charges with respect to purchases of Common Stock under the Plan.
Moreover, all other costs of administration of the Plan will be paid by the
Company.
Purchases
9. When are purchases made?
Purchases will be made on the applicable quarterly dividend payment date.
10. How many shares may a Participant purchase?
The number of shares a Participant may purchase depends on the amount of a
Participant's dividend, the amount of voluntary cash payments and the price of
the Common
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Stock. Each Participant's account will be credited with the number of whole and
fractional shares equal to the total amount invested by him or her divided by
the applicable purchase price per share. Participants may invest additional
funds through voluntary cash purchases of not less than $100 and not more than
$5,000 per quarter.
A Participant who desires to purchase additional shares must return an
authorization form and a check or money order payable to Continental Stock
Transfer & Trust Company no later than five days prior to the declared dividend
payment date. All voluntary cash purchases will be applied to the Participants
account on the dividend payment date. No interest will be paid by the Company or
the Plan Administrator on voluntary cash payments held by the Plan Administrator
prior to the dividend payment date.
In the event that the number of shares purchased for the account of any
Participant in the Plan is not a whole number of shares, the Participant's
account will be credited with the full number of shares and a fractional share
computed to four decimal places.
11. What is the price of shares purchased under the Plan?
The price per share of Common Stock purchased from the Company will be the
Plan Price Per Share. Such price will be determined on a calendar quarterly
basis. Therefore, the Plan Price Per Share will vary from calendar quarter to
calendar quarter.
Reports to Participants
12. What kind of reports will be sent to Participants in the Plan?
Each Participant in the Plan will receive a statement of account describing
cash dividends received, the Plan Price Per Share and the number of shares
purchased with dividends and voluntary cash payments as promptly as practicable
after each purchase. These statements will provide a continuing record of the
dates and cost of purchases and should be retained for income tax purposes. In
addition, each Participant will also receive the Company's annual reports to
stockholders, notices of shareholder meetings, proxy statements and Internal
Revenue Service information for reporting dividends paid.
Dividends
13. Are Participants credited with dividends on shares held in their Plan
account?
Yes. The Company pays dividends, as declared, to the record holders of
shares of the Common Stock. The Company receives dividends for all shares of
Common Stock held in the Plan on the record date. The Company credits such
dividends to Participants on the basis of full shares held in their accounts and
reinvests such dividends in shares of Common Stock.
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Sale of Shares
14. Are stock certificates issued for shares of Common Stock purchased?
Certificates will not be issued for Common Stock purchased periodically
pursuant to the Plan. The number of shares held under the Plan will be
registered in book-entry form. However, a Participant will receive a statement
of account after each dividend is declared and invested which will collectively
serve as proper evidence of such registration for shares accumulated in his or
her account under the Plan. Any Participant whose account in the Plan is reduced
to zero as a result of the withdrawal or sale of shares and who is not
reinvesting dividends from any shares owned by him of record will be deemed to
have withdrawn from the Plan. See Question 16 for information relating to the
receipt of certificates upon voluntary withdrawal from the Plan.
15. Under whose name are the Plan accounts maintained?
Plan accounts will be maintained under the same name which appears on the
shareholder's certificates as of the time the Participant enters the Plan.
Consequently, certificates for full shares held by the Company under the Plan
will be registered in the same name when issued.
Upon written request, certificates will be registered in names other than
the account name, subject to compliance with any applicable laws and the payment
by the Participant of any applicable taxes, provided that the request meets with
the usual requirements of the Company for the recognition of a transfer of
Common Stock of the Company.
Voluntary Withdrawal from the Plan
16. When and how may a Participant withdraw shares purchased through the
Plan?
At any time, a Participant may withdraw all or a portion of the shares of
Common Stock credited to his or her account by giving written notice to the Plan
Administrator and specifying in the notice the number of shares to be withdrawn.
When a Participant withdraws shares from his or her account, certificates for
whole shares of Common Stock so withdrawn will be issued.
17. How may a shareholder terminate participation in the Plan?
A shareholder may terminate his or her participation in the Plan by
notifying the Plan Administrator in writing to that effect. When a Participant
terminates his or her participation in the Plan, certificates for whole shares
of Common Stock held under the Plan will be issued along with a check
representing any fractional share held in the Plan.
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Federal Income Tax Consequences
18. What are the federal income tax consequences of participation in the
Plan?
The value of the shares acquired through the reinvestment of dividends will
be included in a Participant's gross income as a dividend.
For corporate shareholders, the amount of dividends reinvested will be
eligible, for the then applicable dividends received deduction.
To the extent that federal income tax withholding is required with respect
to dividends, the Company will only reinvest dividends after adjusting the
amount to reflect any withholding required.
The tax basis of any shares acquired pursuant to the Plan will be their
value on the date the shares were purchased from the Company and the holding
period applicable to any such shares will commence on the day following such
date.
Each Participant is advised to consult his or her own tax advisor to
determine the tax consequences of a particular transaction for his or her
account.
Other Information
19. What are the responsibilities of the Company under the Plan?
The Plan Administrator and the Company, in administering the Plan, will not
be liable for any act done in good faith or for its good faith omission to act,
including, without limitation, any claim or liability arising out of failure to
terminate a Participant's account upon such Participant's death prior to receipt
of notice in writing of such death, or with respect to the prices at which
shares are purchased for the Participant's account and the times when such
purchases are made, or with respect to any loss or fluctuation in the market
value of the Common Stock after the purchase of shares.
All notices from the Plan Administrator to a Participant will be mailed to
the Participant's address of record, and the mailing of a notice to a
Participant's most recent address of record will satisfy the Company's
obligation to provide notice to that Participant. Accordingly, a Participant
should promptly advise the Company of any change in his or her address.
All transactions in connection with the Plan will be governed under the
laws of the State of New Jersey.
20. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified, or terminated by the Board of
Directors at any time without the approval of the Participants. Notice of any
such suspension or termination or material amendment or modification will be
sent to all Participants who shall, in
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all events, have the right to withdraw from the Plan. No such action will
prejudice retroactively any interests of any Participants.
21. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined by
the Executive Committee of the Board of Directors and any such determination
will be final unless otherwise determined by the Board of Directors.
22. Who bears the risk of market price fluctuations in the Common Stock?
A Participant's investment in shares pursuant to the Plan will be no
different from investment in directly-held shares. The Participant will bear the
risk of loss and realize the benefits of any gain from market price changes with
respect to all such shares held by him or her in the Plan or otherwise.
THE SHARES ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FDIC OR ANY OTHER
GOVERNMENT AGENCY.
23. What happens when a Participant sells or transfers all of the shares
registered in his or her name excluding those held in his or her Plan
Account?
If a Participant disposes of all of his or her shares of Common Stock, the
Company, until it is otherwise notified, will continue to reinvest the dividends
on the shares of Common Stock held in the Participant's Plan account.
24. If the Company issues shares in a secondary offering in which the
preemptive rights of the shareholders apply, how will the rights
applicable to Plan shares be handled?
Under the Amended Certificate of Incorporation of the Company, each
shareholder has a preemptive right to purchase shares of the Common Stock of the
Company whenever the Company issues such stock. Therefore, each shareholder has
the nontransferable subscription right to purchase a number of shares of the
Common Stock equal in number to the product of multiplying his or her percentage
of holdings in the issued and outstanding Common Stock by the number of shares
to be offered. Shares held under the Plan shall be included in the determination
of the percentage of holdings in the issued and outstanding Common Stock.
25. What happens if the Company issues a stock dividend or declares a
stock split?
Any shares representing stock dividends or stock splits with respect to
shares of Common Stock held in the Participant's Plan account will be issued in
certificate form. These certificates will automatically be enrolled in the Plan.
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26. How will shares held in an Participant's Plan account be voted at
meetings of shareholders?
If a Participant holds shares under the Plan on a record date for a meeting
of shareholders, the Participant will be sent proxy material with respect to
that meeting. A Participant will be entitled to vote the shares of Common Stock
held in his or her Plan account. A Participant may vote in person or by proxy at
any such meeting. However, no fractional shares may be voted.
Fees
At this time, there are no fees for the following services provided to
participants of the Plan: (a) reinvestment of quarterly dividend; (b) purchase
of shares with additional investments; (c) transfer of shares; custody
services/certificate safekeeping; and (d) withdrawal or certificate issuance.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered hereby will be
used for general corporate purposes, including investments in or advances to the
Bank Subsidiaries.
DESCRIPTION OF COMMON STOCK
General
The Common Stock subject to the Plan will be the Company's authorized but
unissued or reacquired Common Stock. As of December 31, 1998, 260,093 shares of
Common Stock are reserved for issuance under the Plan.
The Company is authorized to issue 10,000,000 shares of Common Stock, par
value $.50 per share, of which 4,577,888 shares were issued and outstanding as
of December 31, 1998. The remaining 5,422,112 authorized but unissued shares of
Common Stock may be issued by the Board of Directors without further shareholder
approval, subject to preemptive rights of shareholders. The Company's
shareholders are entitled to one vote per share on all matters presented to them
and have cumulative voting rights in the election of directors.
Cumulative voting rights with respect to the election of directors means
that each shareholder has the right, in person or by proxy, to multiply the
number of votes to which he or she is entitled by the number of directors to be
elected and to cast the whole number of such votes for one candidate or
distribute them among two or more candidates.
Except for the shares of Common Stock reserved for issuance pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan, Employee Stock Purchase
Plan and Board of Directors Stock Purchase Plan, a shareholder has a preemptive
right to subscribe for securities, option rights or securities having option
rights, issued for cash by the Company. Securities (or any option rights or
securities having conversion or option rights with respect to such securities)
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<PAGE>
that have been offered to shareholders at a price and upon terms fixed and that
have not been subscribed for by them within the time fixed by the Board of
Directors, may be thereafter offered for a period, not to exceed one year after
the expiration of such time period, to any person or persons, at a price and
upon terms not more favorable than those at which the shares were first offered
to the shareholders of the Company.
The Common Stock has no redemption or repurchase provisions. The shares are
non-assessable and require no sinking fund. Each shareholder is entitled to
receive dividends that may be declared by the Board of Directors and to share
pro rata in the event of dissolution or liquidation. For information concerning
dividend restrictions, see the discussion below under the caption entitled
"Price Range of Common Stock and Dividends."
In some jurisdictions, shares of Common Stock of a general business
corporation, such as the Company, may be treated differently from shares of
stock of a bank and trust company, and therefore, may be subject to personal
property taxation.
Anti-takeover Provisions
The Amended Certificate of Incorporation and by-laws of the Company contain
certain provisions which may be deemed to be "anti-takeover" in nature in that
such provisions may deter, discourage or make more difficult, the assumption of
control of the Company by another corporation or person through a tender offer,
merger, proxy contest or similar transaction or series of transactions.
One of these provisions is the authorization of 10,000,000 shares of Common
Stock. These additional common shares were authorized for the purpose of
providing the Board of Directors of the Company with as much flexibility as
possible in issuing additional shares for proper corporate purposes, including
financing, acquisitions, stock dividends, stock splits, employee incentive
plans, and other similar purposes. However, these additional shares may also be
used by the Board of Directors (if consistent with its fiduciary
responsibilities) to deter future attempts to gain control over the Company.
Shareholders of the Company will have preemptive rights with respect to the
purchase of these shares.
Provision for a staggered Board of Directors has been included in the
Company's Amended Certificate of Incorporation. The Board believes that a
classified Board will help to assure continuity and stability of corporate
leadership and policy, although there has not been any problem with continuity
on the Board of Directors. In addition, the Board believes that a classified
Board helps to moderate the pace of any change in control of the Board of
Directors by extending the time required to elect a majority of the directors to
at least two successive annual meetings. Since this extension of time also tends
to discourage a tender offer or takeover bid, and to make it more difficult for
a majority of shareholders to change the composition of the Board of Directors
even though this may be considered desirable for them, this provision may also
be deemed to be "anti-takeover" in nature.
Article 9 of the Company's Amended Certificate of Incorporation enables the
Board to oppose a tender offer on the basis of factors other than economic
benefit to shareholders, such as: the impact the acquisition of the Company
would have on the community; the effect of the
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acquisition upon shareholders, employees, depositors and customers, and the
reputation and business practices of the tender offeror. This provision was
included in the Company's Amended Certificate of Incorporation to permit the
Board of Directors to recognize its responsibilities to these constituent
groups, to the Company, the Bank Subsidiaries and the communities which they
serve.
Another provision of the Company's Amended Certificate of Incorporation
provides that any merger, consolidation, sale of assets or similar transaction
requires the affirmative vote of: (i) the holders of 75% of the Company's
outstanding stock, or (ii) the holders of 66 2/3% of the Company's outstanding
stock, provided that such transaction has received the prior approval of 80% of
the entire Board of Directors. The New Jersey Business Corporation Act (the
"Act") provides that unless otherwise prescribed in the Amended Certificate of
Incorporation, such transactions require the approval of a majority of the
outstanding shares. Without this greater voting requirement, the Company
believes that the shareholders would be inadequately protected from the
potential abuses of unsolicited takeover attempts.
Article 10 of the Company's Amended Certificate of Incorporation, also
regarding business combinations, includes a "fair price" provision. Under this
provision no merger, consolidation, or liquidation of the Company would be valid
unless all shareholders receive the same price for their stock. The Board of
Directors has observed that it has become a relatively common practice in
corporate takeovers to pay cash to acquire a controlling equity interest and
then to pay the remaining shareholders a price for their shares, which is lower
than the price paid to acquire control or is a less desirable form of
consideration, as the case may be. This provision is designed to protect
minority shareholders from a purchaser who uses a two-tiered pricing tactic in
an attempt to take control of the Company. The provision is not designed to
prevent or discourage tender offers for the Company in which all shareholders
receive substantially the same price for their shares.
The Act provides that the certificate of incorporation of a New Jersey
corporation (such as the Company) may be amended by the affirmative vote of a
majority of the outstanding voting stock of such corporation, except as
otherwise provided by such corporation's certificate of incorporation. The
Company's Amended Certificate of Incorporation, however, provides that certain
provisions designed to protect the Company from an unfriendly takeover attempt
can only be amended by an affirmative vote of holders of at least 75% of the
outstanding voting stock of the Company unless approved by the affirmative vote
of 80% of the entire Board of Directors, in which case approval by only 66 2/3%
of the outstanding voting stock is required. On other matters, the Amended
Certificate of Incorporation of the Company can be amended by an affirmative
vote of the holders of a majority of outstanding voting stock. The Company
believes that this procedural provision is essential to preserve the substantive
provisions of the Company's Amended Certificate of Incorporation.
Finally, the by-laws provide that nominations of candidates for election as
directors of the Company, other than those made by Board of Directors, must be
made in writing and delivered or mailed to the Secretary of the Company not less
than fifteen (15) days prior to any shareholders' meeting called for the
election of directors. The notification must contain certain information known
to the nominating shareholder. The Board believes that this provision avoids
surprise nominations and ensures that there is adequate time for the Company to
be informed of
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the backgrounds and qualifications of candidates for election as directors.
However, this by-law provision could be viewed as "anti-takeover" in nature
since it may make it more difficult for shareholders to nominate candidates and
may give an advantage to incumbent directors' nominees.
THE OVERALL EFFECT OF THESE PROVISIONS MAY BE TO DETER A FUTURE TENDER
OFFER OR OTHER TAKEOVER ATTEMPT THAT SOME SHAREHOLDERS MIGHT VIEW TO BE IN THEIR
BEST INTERESTS INSOFAR AS THE OFFER MIGHT INCLUDE A PREMIUM OVER THE MARKET
PRICE OF THE COMMON STOCK AT THAT TIME. IN ADDITION, THESE PROVISIONS MAY HAVE
THE EFFECT OF ASSISTING THE COMPANY'S CURRENT MANAGEMENT IN RETAINING ITS
POSITION AND PLACE IT IN A BETTER POSITION TO RESIST CHANGES WHICH SOME
SHAREHOLDERS MAY DEEM DESIRABLE IF DISSATISFIED WITH THE CONDUCT OF THE
COMPANY'S BUSINESS.
The Board of Directors has no plans to adopt any other "anti-takeover"
provisions and believes that it has no other protection against takeover
attempts other than the approval of the regulatory authorities that would be
required for an outside party to gain control of the Company.
Price Range of Common Stock and Dividends
The Company has its Common Stock listed on The NASDAQ Stock Market.
Quotations of bid and asked prices are published with respect to trades in the
Common Stock that occur on and through such market.
The Company has paid cash dividends since its formation as the parent
holding company of PNB. Prior to such formation, PNB paid dividends for more
than thirty-five (35) years. It is the present intention of the Company's Board
of Directors to continue the dividend payment policy; however, further dividends
must necessarily depend upon earnings, financial condition, appropriate legal
restrictions and other factors relevant at the time the Board of Directors
considers dividend policy. Cash available for dividend distributions to
shareholders of the Company must initially come from dividends paid by the Bank
Subsidiaries to the Company. Therefore, the restrictions on the Bank
Subsidiaries dividend payments are directly applicable to the Company.
Dividend Restrictions on PNB
The Office of the Comptroller of the Currency ("OCC") has issued rules
governing the payment of dividends by national banks. PNB may not pay dividends
from capital (unimpaired common and preferred stock outstanding), but only from
retained earnings after deducting losses and bad debts therefrom. "Bad debts"
are defined as matured obligations in which interest is past due and unpaid for
ninety (90) days, but do not include well-secured obligations that are in the
process of collection.
To the extent that: (1) PNB has capital surplus in an amount in excess of
common capital; and (2) if PNB can prove that such surplus resulted from prior
period earnings, PNB,
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<PAGE>
upon approval of the OCC, may transfer earned surplus to retained earnings and
thereby increase its dividend paying capacity.
If, however, PNB has insufficient retained earnings to pay a dividend, the
OCC's regulations allow PNB to reduce its capital to a specified level and to
pay dividends upon receipt of the approval of the OCC as well as that of the
holders of two thirds of the outstanding shares of the Common Stock.
PNB may not pay any dividends on its capital stock during the period in
which it may be in default in the payment of its assessment for deposit
insurance premium due to the FDIC, nor may it pay dividends on Common Stock
until any cumulative dividends on PNB's preferred stock (if any) have been paid
in full. PNB has never been in default in the payments of its assessments to the
FDIC; and, moreover, PNB has no outstanding preferred stock. In addition, under
the Federal Deposit Insurance Act (912 U.S.C. ss.1818), dividends cannot be
declared and paid if the OCC obtains a cease and desist order because such
payment would constitute an unsafe and unsound banking practice. PNB's
unrestricted retained earnings and net income available that could be paid as a
dividend to the Company under the current OCC regulations were $6.9 million as
of December 31, 1998.
Dividend Restrictions on Twin Rivers
Similar to PNB, the dividends of Twin Rivers are also subject to certain
regulatory considerations and the discretion of its Board of Directors and will
depend upon a number of factors, including operating results, financial
conditions and general business conditions. The Company is entitled to receive
dividends, as and when declared by the Board of Directors of Twin Rivers, out of
funds legally available therefor, subject to the restrictions set forth in the
Pennsylvania Banking Code of 1965 (the "Pennsylvania Banking Code") and the
Federal Deposit Insurance Act.
The Pennsylvania Banking Code provides that cash dividends may be declared
and paid only out of accumulated net earnings and that, prior to the declaration
of any dividend, if the surplus of Twin Rivers is less than the amount of its
capital, Twin Rivers shall, until surplus is equal to such amount, transfer to
surplus an amount which is at least 10% of the net earnings of Twin Rivers for
the period since the end of the last fiscal year or for any shorter period since
the declaration of a dividend. If the surplus of Twin Rivers is less than 50% of
the amount of capital, no dividend may be declared or paid without the prior
approval of the Pennsylvania Department of Banking ("Department") until such
surplus is equal to 50% of Twin Rivers' capital.
The Federal Deposit Insurance Act generally prohibits all payments of
dividends by any bank which is in default on any assessment for deposit
insurance premium to the FDIC.
As of December 31, 1998, there was $1.5 million of accumulated net earnings
available at Twin Rivers that could be paid as a dividend to Vista under current
Pennsylvania law.
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Dividend Restrictions on the Company
Under the Act, the Company may not pay a dividend if, after giving effect
thereto, either (a) the Company would be unable to pay its debts as they become
due in the usual course of business or (b) the Company's total assets would be
less than its total liabilities. The determination of total assets and
liabilities may be based upon: (i) financial statements prepared on the basis of
generally accepted accounting principles, (ii) financial statements that are
prepared on the basis of other accounting practices and principles that are
reasonable under the circumstances, or (iii) a fair valuation or other method
that is reasonable under the circumstances.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal Owners
The following table sets forth, as of December 31, 1998, the name and
address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than five percent (5%) of the
Corporation's outstanding Common Stock, the number of shares beneficially owned
by such person and the percentage of the Corporation's outstanding Common Stock
so owned.
<TABLE>
<CAPTION>
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned(1) Beneficially Owned
- ---------------- -------- ------------------
<S> <C> <C>
Richard A. Cline 248,998(2) 5.4%
R.D. #1, Box 559
Stewartsville, New Jersey 08886
Phillipsburg National Bank and 363,458(3) 7.9%
Trust Company
305 Roseberry Street, P.O. Box 5360
Phillipsburg, New Jersey 08865
Valley National Bancorp 430,389 9.4%
1455 Valley Road
Wayne, NJ 07470
</TABLE>
- ----------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the SEC and may include securities owned
by or for the individual's spouse and minor children and any other relative
who has the same home, as well as securities to which the individual has or
shares voting or investment power or has the right to acquire beneficial
ownership within sixty (60) days after December 31, 1998. Beneficial
ownership may be disclaimed as to certain of the securities.
(2) Of the 248,998 shares beneficially owned by Mr. Cline, 142,408 shares are
held by him individually and 106,590 shares are owned by his spouse
individually.
(3) The shares are held in various fiduciary capacities by PNB's trust
department or by PNB officers with respect to the bank employee retirement
plan.
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Beneficial Ownership by Officers and Directors
The following table sets forth as of December 31, 1998, the amount and
percentage of the Common Stock beneficially owned by each director and all
officers and directors of the Company as a group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- -------------------- -------------------------- -----------
Richard A. Cline 248,998 (4) 5.4%
Harold J. Curry 102,429 (5) 2.2%
Dale F. Falcinelli 4,620 (6) --
James T. Finegan, Jr. 33,774 (7) --
Barry L. Hajdu 46,676 (8) 1.0%
Barbara Harding 41,997 (9) --
David L. Hensley 13,561 (10) --
Mark A. Reda 60,314 (11) 1.3%
Marc S. Winkler 6,481 (12) --
J. Marshall Wolff 7,308 (13) --
All Directors and Officers
of the Company as a Group
(10 Directors, 5 Officers,
10 Persons in Total) 566,158 12.3%
- ----------
(1) See footnote (1) under the caption entitled "Principal Owners" for the
definition of "beneficial ownership."
(2) Information furnished by the directors and the Company.
(3) Less than one percent (1%) unless otherwise indicated.
(4) See footnote (2) under the caption entitled "Principal Owners" for Mr.
Cline's beneficial ownership of shares.
(5) Of the 102,429 shares beneficially owned by Mr. Curry, 70,620 shares are
owned by him individually and 31,809 shares are owned individually by his
spouse.
(6) The 4,620 shares beneficially owned by Mr. Falcinelli are held in an IRA
account with Paine Webber, Inc.
(7) Of the 33,774 shares beneficially owned by Dr. Finegan, 6,023 shares are
owned by him individually; 8,849 shares are owned jointly with his spouse;
229 shares are owned individually by his spouse; 106 shares are owned by
him as custodian under the New Jersey Uniform Gifts to Minors Act for James
T. Finegan, III; 106 shares are owned by him as custodian under the New
Jersey Uniform Gifts to Minors Act for Frances Alexandra Finegan; 1,299
shares are owned by him in an IRA trust account; 1,239 shares are owned by
his spouse in an IRA trust account; and 15,923 shares are owned by him in a
Profit Sharing Trust.
(8) Of the 46,676 shares beneficially owned by Mr. Hajdu, 10,243 shares are
owned by him individually and 36,433 shares are held in an IRA account at
Smith Barney.
(9) Of the 41,997 shares beneficially owned by Mrs. Harding, 7,719 shares are
owned by her individually; 3,573 shares are owned jointly with her spouse;
1,025 shares are owned individually by her spouse; 808 shares are owned by
her in an IRA trust account; 740 shares are owned by her spouse in an IRA
trust account; and 28,132 shares are held by the Vista Bancorp, Inc.
Employees Pension Plan ("Pension Plan Shares") of which Mrs. Harding is a
co-trustee with Mr. Keefe and shares investment and voting power with Mr.
Keefe with respect to the Pension Plan Shares. Mrs. Harding disclaims any
beneficial ownership interest with respect to the Pension Plan Shares.
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(10) Of the 13,561 shares beneficially owned by Mr. Hensley, 3,415 shares are
owned by him individually; 6,267 shares are owned jointly with his spouse;
and 3,879 shares are owned by him in an IRA trust account.
(11) Of the 60,314 shares beneficially owned by Mr. Reda, 36,935 shares are
owned by him individually; 8,165 shares are owned jointly with his spouse;
878 shares are owned individually by his spouse; 3,959 shares are owned by
him as custodian under the New Jersey Uniform Gifts to Minors Act for Louis
J. Reda; 2,995 shares are owned by him as custodian under the New Jersey
Uniform Gifts to Minors Act for Marcy L. Reda; 6,055 shares are owned by
him in an IRA trust account; and 1,327 shares are owned by his spouse in an
IRA trust account.
(12) Of the 6,481 shares beneficially owned by Mr. Winkler, 3,312 shares are
owned by him individually; 2,970 shares are owned individually by his
spouse in an IRA account with National Financial Services, Corp; 137 shares
are owned by him as custodian under the Pennsylvania Uniform Gifts to
Minors Act for Aaron S. Winkler; 49 shares are owned by him as custodian
under the Pennsylvania Uniform Gifts to Minors Act for Austin C. Winkler;
and 13 shares are owned by him as custodian under the Pennsylvania Uniform
Gifts to Minors Act for Jonah V. Winkler.
(13) Of the 7,308 shares beneficially owned by Mr. Wolff, 2,414 shares are owned
by him individually; 1,729 shares are owned jointly with this spouse; and
3,165 shares are owned by Kressler, Wolff and Miller, Inc., a copy in which
Mr. Wolff serves as President and shares in the voting power.
PLAN OF DISTRIBUTION
The Company will not engage any outside broker-dealers in connection with
the sale of shares of the Common Stock pursuant to the Plan. Certain officers
and employees of the Company and the Bank Subsidiaries will administer the Plan.
They will not be paid any sales commissions or any other form of remuneration
for their efforts. However, the Company will reimburse an officer or employee
for documented out-of-pocket expenses that he or she may incur as a result of
his or her duties in the administration of the Plan.
Certain directors and executive officers of the Company will assist the
Company in the administration of the Plan. None of such directors and executive
officers will receive compensation for such services. None of such directors and
executive officers are registered as securities brokers or dealers under the
federal or applicable state securities laws, nor are any of such persons
affiliated with any broker or dealer. Because none of such persons are in the
business of either effecting securities transactions for others or buying and
selling securities for their own account, they are not required to register as
brokers or dealers under the federal securities laws. In addition, the proposed
activities of such directors and executive officers are exempted from
registration pursuant to a specific safe-harbor provision under Rule 3a4-1 under
the 1934 Act. Substantially similar exemptions from registration are available
under applicable state securities laws.
EXPERTS
The consolidated financial statements of the Company, as of December 31,
1997, and for the year ended December 31, 1997, have been incorporated by
reference herein in reliance upon the report of Rudolph, Palitz LLP, Certified
Public Accountants, and in reliance upon the authority of such firm as experts
in accounting and auditing.
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LEGAL MATTERS
Validity of the shares of the Common Stock offered hereby will be passed
upon for the Company by Saul, Ewing, Remick & Saul LLP, Penn National Insurance
Tower, 2 North Second Street, 7th Floor, Harrisburg, Pennsylvania 17101, and 214
Carnegie Center, Suite 202, Princeton, New Jersey 08540.
STATEMENT AS TO INDEMNIFICATION
New Jersey law and the By-laws of the Company provide for broad
indemnification of officers and directors of the Company against liabilities and
expenses incurred by such persons in legal proceedings. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.
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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Legal Fees and Disbursements.................. $ 12,000.00
Accounting Fees and Disbursements............. 1,950.00
Printing...................................... 200.00
SEC and Blue Sky Fees and Costs............... 2,006.91*
Postage and Handling.......................... 3,000.00
Miscellaneous................................. 843.09
Total Expenses................................ $ 20,000.00
============
- ----------
* Actual. All other amounts are estimated.
Item 15. Indemnification of Directors and Officers.
Section 14A:3-5(2) of the New Jersey Business Corporation Act (the "Act")
(relating to indemnification in connection with third party actions) provides
that the Registrant has the power to indemnify any person who is or was a
director, officer, employee or agent of the Registrant and any person who is or
was a director, officer, employee or agent of any domestic or foreign
corporation, partnership, joint venture, sole proprietorship trust or other
enterprise whether or not for profit and who is serving at the request of the
Registrant or the legal representative of any such director, officer, trustee,
employee or agent (the "Corporate Agent") against his expenses and liabilities
in connection with any proceeding involving the Corporate Agent by reason of his
being or having been such a Corporate Agent, other than a proceeding by or in
the right of the Registrant, if:
(a) such Corporate Agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
and
(b) with respect to any criminal proceeding, such Corporate Agent had no
reasonable cause to believe his conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not of itself create a presumption
that such Corporate Agent did not meet the applicable standards of conduct
set forth above.
Under Section 14A:3-5(3) of the Act (relating to indemnification in
connection with derivative actions), the Registrant has the power to indemnify a
Corporate Agent against his expenses in connection with any proceeding by or in
the right of the Registrant to procure a judgment in its favor which involves
the Corporate Agent by reason of his being or having been such Corporate Agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such Corporate Agent shall have been adjudged to be liable to the
Registrant, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
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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 expenses), a Corporate Agent may apply to a court for an award of
indemnification by the Registrant, and such court:
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(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
(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
R-3
<PAGE>
against him by reason of his being or having been a Corporate Agent, whether or
not the Registrant would have the power to indemnify him against such expenses
and liabilities under the provisions of the Act. The Registrant may purchase
such insurance from, or such insurance may be reinsured in whole or in part by,
an insurer owned by or otherwise affiliated with the Registrant whether or not
such insurer does business with other insureds.
Section 14A:3-5(10) of the Act states that the powers granted by the Act
may be exercised by the Registrant, notwithstanding the absence of any provision
in its certificate of incorporation or bylaws authorizing the exercise of such
powers. However, except as required by subsection 14A:3-5(4) (relating to
mandatory indemnification), no indemnification shall be made or expenses
advanced by the Registrant, and none shall be ordered by a court, if such action
would be inconsistent with a provision of the certificate of incorporation, a
bylaw, a resolution of the board of directors or of the shareholders, an
agreement or other proper corporate action, in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding, which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
Registrant or the rights of indemnification to which a Corporate Agent may be
entitled.
The Act however, does not limit the Registrant's power to pay or reimburse
expenses incurred by a Corporate Agent in connection with the Corporate Agent's
appearance as a witness in a proceeding at a time when the Corporate Agent has
not been made a party to the proceeding.
In addition, section 14A:6-1 of the Act (relating to the Board of
Directors) declares that unless otherwise provided by statute or in a
corporation's certificate of incorporation, the business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in discharging his duties to the Registrant and in determining what he
reasonably believes to be in the best interest of the Registrant, a director
may, in addition to considering the effects of any action on shareholders,
consider any of the following:
(a) the effects of the action on the Registrant's employees, suppliers,
creditors and customers;
(b) the effects of the action on the community in which the Registrant
operates; and
(c) the long term as well as the short-term interests of the Registrant and
its shareholders, including the possibility that these interests may best
be served by the continued independence of the Registrant.
Section 14A:6-1 of the Act also states that if on the basis of the factors
above, the board of directors determines that any proposal or offer to acquire
the Registrant is not in the best interest of the Registrant, it may reject such
proposal or offer. If the board of directors determines 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
R-4
<PAGE>
discharge their duties in good faith and with that degree of diligence, care and
skill which ordinarily prudent people would exercise under similar circumstances
in like positions.
In discharging their duties, directors and members of any committee
designated by the board shall not be liable if, acting in good faith, they rely
(a) upon the opinion of counsel for the corporation;
(b) upon written reports setting forth financial data concerning the
Registrant and prepared by an independent public accountant or certified
public accountant or firm of such accountants;
(c) upon financial statements, books of account or reports of the
Registrant represented to them to be correct by the president, the officer
of the Registrant having charge of its books of account, or the person
presiding at a meeting of the board; or
(d) upon written reports of committees of the board.
Article V of the Registrant's by-laws provides that the Registrant shall
indemnify, to the full extent authorized by law, any person made, or threatened
to be made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Registrant or served
or serves any other enterprise at the request of the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer of controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the manner has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
R-5
<PAGE>
Item 16. Exhibits
Exhibit Number Referred to Description of
in Item 601 of Regulation S-K Exhibit
- ----------------------------- -------
1 None.
2 None.
4 None.
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.
8 None.
12 None.
15 None.
23A Consent of Saul, Ewing, Remick & Saul,
Special Counsel to the Registrant, found at
Exhibit 5.
23B Consent of Rudolph, Palitz LLP, Certified
Public Accountants of Plymouth Meeting,
Pennsylvania.
25 None.
26 None.
27 None.
28 None.
99A Report of Rudolph, Palitz LLP, dated January
30, 1998.
99B Financial Data Schedule.
99C Letter to Shareholders.
Item 17. Undertakings.
Item 512(a) of Regulation S-K.
The Registrant will:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution;
(2) for determining liability under the 1933 Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities tat that time to be the bona fide offering; and
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
R-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post- effective Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Capacity Date
- ---------------------- ----
<S> <C>
Richard A. Cline, Director and Vice Chairman
Harold John Curry, Director and Chairman
Dale F. Falcinelli, Director
James T. Finegan, Director
Barbara Harding, Director, President and Chief Executive Officer
(Principal Executive Officer)
David L. Hensley, Director and Executive Vice President
Mark A. Reda, Director
Marc S. Winkler, Director and Executive Vice President
William F. Keefe, Executive Vice President, Treasurer and Chief
Financial Officer (Principal Financial and Accounting Officer)
Jill A. Pursell, Assistant Vice President and Secretary
/s/ Barbara Harding January 15, 1999
- ----------------------------------------
Barbara Harding
(Attorney-in-Fact)
/s/ William F. Keefe January 15, 1999
- ----------------------------------------
William F. Keefe
(Attorney-in-Fact)
</TABLE>
R-7
<PAGE>
INDEX TO EXHIBITS
Item Number Description Page
- ----------- ----------- ----
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-1
23A Consent of Saul, Ewing, Remick & Saul LLP, Special
Counsel to Registrant, found at Exhibit 5................. S-4
23B Consent of Rudolph, Palitz LLP, Certified Public
Accountants, of Plymouth Meeting, Pennsylvania............ S-5
99A Report of Rudolph, Palitz LLP, dated January 30, 1998..... S-7
99B Financial Data Schedule................................... S-9
99C Letter to Shareholders.................................... S-11
R-8
EXHIBIT 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-1
<PAGE>
LAW OFFICES OF
SAUL, EWING, REMICK & SAUL LLP
PENN NATIONAL INSURANCE TOWER
2 NORTH SECOND STREET, 7th FLOOR
HARRISBURG, PA 17101
PHILADELPHIA, PENNSYLVANIA NEW YORK, NEW YORK
BALTIMORE, MARYLAND PRINCETON, NEW JERSEY
BERWYN, PENNSYLVANIA WILMINGTON, DELAWARE
(717) 257-7500
Fax: (717) 238-4622
Internet Email: [email protected]
World Wide Web: http://www.saul.com
January 15, 1999
Board of Directors
Vista Bancorp, Inc.
305 Roseberry Street
P.O. Box 5360
Phillipsburg, New Jersey 08865
Gentlemen:
We have been engaged as Special Counsel to Vista Bancorp, Inc. (the
"Company"), in connection with the offer and sale of 500,000 shares of its
Common Stock, par value $.50 per share (the "Common Stock"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan.
We have prepared a Post-effective Amendment No. 2 to the Registration
Statement on Form S-3 (No. 33-92840) to be filed at the Securities and Exchange
Commission in Washington, D.C. under the provisions and regulations of the
Securities Act of 1933, as amended, relating to the offering of the Company of
500,000 shares of Common Stock.
As Special Counsel to the Company, we have supervised all corporate
proceedings in connection with the preparation and filing of the Post-effective
Amendment No. 2 to the Registration Statement. We have reviewed the Company's
Amended Certificate of Incorporation and By-laws, as presently in effect. We
have also reviewed copies of the Company's corporate minutes and other
proceedings and records relating to the authorization and issuance of the Common
Stock and such other documents and matters of law as we have deemed necessary in
order to render this opinion.
Based upon the foregoing, and in reliance thereon, it is our opinion that,
in accordance with the terms and conditions of the offering as more fully
described in the Prospectus, included as part of the Post-effective Amendment
No. 2 to the Registration Statement, each of the shares of the Common Stock
issued pursuant to the Post-effective Amendment No. 2 to the Registration
Statement, will be duly authorized, legally and validly issued and outstanding,
and fully paid and non-assessable on the basis of present New Jersey law.
S-2
<PAGE>
Board of Directors
January 15, 1999
Page 2
We hereby consent to the use of this opinion in the Post-effective
Amendment to the Registration Statement, and we further consent to the reference
to our name in the Prospectus, included as part of the Post-effective Amendment
to the Registration Statement, under the caption "Legal Matters."
Sincerely,
/s/ Saul, Ewing, Remick & Saul LLP
SAUL, EWING, REMICK & SAUL LLP
S-3
EXHIBIT 23A
Consent of Saul, Ewing, Remick & Saul LLP,
Special Counsel to Registrant, found at Exhibit 5
S-4
EXHIBIT 23B
Consent of Rudolph, Palitz LLP, Certified
Public Accountants, of Plymouth Meeting, Pennsylvania
S-5
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We consent to the incorporation by reference, of our report, dated January
30, 1998, on the consolidated financial statements of Vista Bancorp, Inc. and
Subsidiaries, and to the reference to our firm under the heading "Experts," in
the Post-Effective Amendment No. 2 to the Registration Statement on Form S-3.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
Blue Bell, Pennsylvania
February 16, 1999
S-6
EXHIBIT 99A
Report of Rudolph, Palitz LLP, dated January 30, 1998
S-7
<PAGE>
Report of Independent Accountants
RUDOLPH, PALITZ LLP
CERTIFIED PUBLIC ACCOUNTANTS
620 W. GERMANTOWN PIKE
PLYMOUTH MEETING, PA 19462
Board of Directors and Shareholders
Vista Bancorp, Inc.
Phillipsburg, New Jersey
We have audited the accompanying consolidated balance sheets of Vista
Bancorp, Inc. and Subsidiaries as of December 31, 1997 and 1996, 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, 1997. 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, 1997 and 1996, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1997, 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 44 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 44 has been subjected to the auditing
procedures applied in the audits of the consolidated financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
consolidated financial statements taken as a whole.
/s/ Rudolph, Palitz LLP
RUDOLPH, PALITZ LLP
January 30, 1998
Plymouth Meeting, Pennsylvania
S-8
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<PERIOD-START> JAN-01-1998
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 23,584
<INT-BEARING-DEPOSITS> 2,417
<FED-FUNDS-SOLD> 7,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 180,163
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 369,526
<ALLOWANCE> 4,524
<TOTAL-ASSETS> 593,046
<DEPOSITS> 522,742
<SHORT-TERM> 16,963
<LIABILITIES-OTHER> 3,505
<LONG-TERM> 3,000
0
0
<COMMON> 2,289
<OTHER-SE> 44,547
<TOTAL-LIABILITIES-AND-EQUITY> 593,046
<INTEREST-LOAN> 28,504
<INTEREST-INVEST> 11,231
<INTEREST-OTHER> 548
<INTEREST-TOTAL> 40,283
<INTEREST-DEPOSIT> 18,652
<INTEREST-EXPENSE> 19,430
<INTEREST-INCOME-NET> 20,853
<LOAN-LOSSES> 780
<SECURITIES-GAINS> 336
<EXPENSE-OTHER> 15,978
<INCOME-PRETAX> 7,574
<INCOME-PRE-EXTRAORDINARY> 7,574
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,276
<EPS-PRIMARY> 1.15
<EPS-DILUTED> 1.15
<YIELD-ACTUAL> 4.01
<LOANS-NON> 1,930
<LOANS-PAST> 160
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,148
<CHARGE-OFFS> 539
<RECOVERIES> 135
<ALLOWANCE-CLOSE> 4,524
<ALLOWANCE-DOMESTIC> 4,524
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 297
</TABLE>
EXHIBIT 99C
Letter to Shareholders
S-11
<PAGE>
[LOGO] VISTA BANCORP
_______ ___, 1999
To Our Shareholders:
Vista Bancorp, Inc. is pleased to offer to our registered shareholders an
automatic Dividend Reinvestment and Stock Purchase Plan. (If your Vista Bancorp,
Inc. common stock is registered in the name of a broker, bank, or nominee name
on your behalf, you may participate in the Plan by either (1) having the stock
registered directly in your name, or (2) making appropriate arrangements, if
acceptable, with your broker, bank, or nominee to participate in the Plan.) This
Plan is administered by Continental Stock Transfer and Trust Company, a
registered transfer agent.
The Plan will allow you to reinvest your dividends and purchase additional
shares of common stock through quarterly voluntary cash investments of up to
$5,000.
Details about the Dividend Reinvestment and Stock Purchase Plan are
described on the following pages.
Sincerely,
Barbara Harding
President and Chief Executive Officer
S-12
