As filed with the Securities and Exchange Commission on October 27, 1999
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LAKELAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2953275
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(973) 597-2398
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John W. Fredericks
Chairman of the Board
Lakeland Bancorp, Inc.
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(973) 697-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Laura R. Kuntz, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only 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: [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
Calculation of Registration Fee
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Title of each class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Offering Maximum Aggregate Registration Fee
Registered Price per Share (1) Offering Price (1)
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<S> <C> <C> <C> <C>
Common Stock, no par
value 300,000 shares $11.88 $3,564,000 $991(2)
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</TABLE>
(1) Pursuant to Rule 457 of the Securities Act of 1933, the proposed maximum
offering price per share is estimated solely for the purpose of computing the
registration fee and is based on the average of the high and low sale prices of
the common stock as reported on the OTC Bulletin Board on October 25, 1999.
(2) Pursuant to Rule 429 of the Securities Act of 1933, the number of shares
being carried forward is 300,000 and the amount of the filing fee associated
with those shares was previously paid with earlier registration statements.
As permitted by Rule 429 of the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Registrant's
Registration Statements on Form S-3 Nos. 33-34099 and 33-87672.
<PAGE>
LAKELAND BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Lakeland Bancorp, Inc. is registering an additional 300,000 shares of
its common stock for sale under its Automatic Dividend Reinvestment and Stock
Purchase Plan ("Plan"). Including these shares, a total of 600,000 shares of
Lakeland common stock have been registered for sale under the Plan.
The Plan, which is described in this prospectus, provides holders of
Lakeland's common stock with a simple and convenient method of investing cash
dividends and optional cash payments in additional shares of Lakeland common
stock, currently without payment of brokerage commissions or service charges.
Lakeland has the right to amend the Plan's fee structure.
In order to participate in the optional cash payment feature of the
Plan, a stockholder must also participate in the Plan with respect to the
reinvestment of dividends.
Shares purchased in the open market will be purchased at prevailing
prices. The price of purchases from Lakeland of authorized but unissued or
treasury shares will be the "Market Price" of the common stock on the relevant
investment date. The Market Price shall be the last available closing sales
price of the common stock in the over-the-counter market, as reported by a
market maker. However, if the common stock is quoted on the Nasdaq National
Market, the Market Price shall be the last available closing sales price of the
common stock on Nasdaq.
Lakeland proposes to use the net proceeds from the sale of shares
originally issued by it, when and as received, for general corporate purposes,
including investments in, or extensions of credit to, Lakeland's bank
subsidiaries.
The Plan does not represent a change in Lakeland's dividend policy or a
guarantee of future dividends. Dividends will continue to depend on earnings,
financial requirements, governmental regulations and other factors.
Lakeland's common stock is currently traded in the over-the-counter
market under the symbol "LBAI." Lakeland intends to apply to list the common
stock on the Nasdaq National Market. Lakeland's principal executive offices are
located at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438 and its telephone
number is (973) 697-2000.
We suggest that you pay special attention to the section of this
prospectus entitled "Risk Factors" beginning on page __.
<PAGE>
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is October __, 1999.
<PAGE>
RISK FACTORS
In considering whether to participate in the Plan, you should consider
all of the information we have included in this prospectus and all of the
information included in the documents we have incorporated by reference in this
prospectus. In addition, you should pay particular attention to the following
risk factors related to Lakeland and our common stock.
Since Lakeland's common stock is not actively traded, you may be unable to sell
your shares.
Lakeland's common stock is not currently traded on a stock exchange or
quoted on Nasdaq or actively traded by any market makers. Lakeland's common
stock is traded on the over-the-counter bulletin board. Lakeland intends to
apply to list the common stock on the Nasdaq National Market. No assurances can
be given that an active trading market in Lakeland's common stock will develop.
In the absence of an active trading market, you may be unable to sell your
shares quickly or efficiently.
Lakeland's common stock is not guaranteed by any governmental agency.
These securities are not savings accounts, deposits or other
obligations of any bank or savings association and are not insured by the
Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other
governmental agency.
If we do not successfully integrate The National Bank of Sussex County, our
business may be adversely affected.
On July 15, 1999, we acquired High Point Financial Corp. and its
subsidiary, The National Bank of Sussex County (NBSC), in a merger. On February
20, 1998, we acquired Metropolitan State Bank (MSB). The future success of
Lakeland will depend, in part, on its ability to integrate NBSC and MSB into
Lakeland, including its ability to centralize certain administrative functions
and eliminate unnecessary duplication of other functions. No assurance can be
given that Lakeland will be able to accomplish this integration successfully or
manage effectively the combined company.
If our systems experience interruption due to Year 2000 problems, our business
and financial results may be adversely affected.
Lakeland's systems or the systems of our vendors, customers or other
third-parties may encounter difficulties when we approach or reach Year 2000.
If we lack sufficient quality commercial loan demand, we may be adversely
affected.
Lakeland has experienced periods in which its banking subsidiaries'
capacity and desire to make commercial loans exceeded demand. No assurances can
<PAGE>
be given that future demand will be sufficient to take advantage of Lakeland's
lending capacity.
ADDITIONAL INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at Judiciary Plaza Building, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov where certain reports, proxy and information statements, and
other information regarding issuers (including Lakeland) may be found.
This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding Lakeland and our common stock, including certain exhibits.
You can get a copy of the registration statement from the SEC at the address
listed above or from its Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Lakeland to "incorporate" into this Registration
Statement information that we file with the SEC in other documents. This means
that we can disclose important information to you by referring you to other
documents that contain that information. The information we incorporate by
reference is considered to be part of this Registration Statement and will
automatically be updated and superseded by information that we later file with
the SEC. We incorporate by reference the documents listed below, except to the
extent information in those documents is different from the information
contained in this Registration Statement. In addition, we also incorporate by
reference all future documents that we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we terminate the
offering of these shares.
(a) our Annual Report on Form 10-K for the year ended December 31, 1998,
as amended;
(b) our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
(c) our Current Reports on Form 8-K filed on February 18, 1999, March 25,
1999, May 19, 1999, July 20, 1999, September 23, 1999, and October 12,
1999; and
(d) the description of our common stock contained in our Registration
Statement on Form S-4 declared effective by the SEC on June 8, 1999.
<PAGE>
We will provide to each person, including any beneficial owner of
common stock, to whom this prospectus is delivered, a copy of all of the
documents that we have incorporated by reference in this prospectus. However, we
will not send a copy of the exhibits to such documents unless the exhibits are
specifically incorporated by reference in the documents. We will provide these
documents upon written or oral request and without charge to the requester. Your
requests should be directed to Corporate Secretary, Lakeland Bancorp, Inc., 250
Oak Ridge Road, Oak Ridge, New Jersey 07438. Telephone requests may be addressed
to the Corporate Secretary at 973-697-2000.
You should rely only on the information contained in or incorporated
by reference in this document. We have not authorized anyone to provide you with
information that is different. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
LAKELAND BANCORP, INC.
Lakeland, formed in 1989, is a registered bank holding company.
Lakeland's principal activities consist of owning and supervising its three
subsidiary banks, Lakeland Bank, Metropolitan State Bank and The National Bank
of Sussex County.
Lakeland's principal executive offices are located at 250 Oak Ridge
Road, Oak Ridge, New Jersey 07438 and its telephone number is (973) 697-2000.
DESCRIPTION OF THE PLAN
The following question and answer section of this prospectus describes
the provisions of the Plan.
Purposes
Q1. What are the purposes of the Plan?
The purposes of the Plan are to provide Lakeland stockholders of
record with a simple and convenient method of investing cash dividends and
optional cash payments in shares of Lakeland common stock, currently without
payment of any brokerage commission or service charge. Lakeland has the right to
amend the Plan's fee structure. In addition, if shares of common stock are
purchased from Lakeland pursuant to the Plan, Lakeland will receive additional
funds for general corporate purposes.
In order to participate in the optional cash payment feature of the
Plan, a stockholder must also participate in the Plan with respect to the
reinvestment of dividends.
<PAGE>
The Plan is not intended to provide stockholders with a mechanism for
generating assured short-term profits through rapid turnover of shares. The
intended purposes of the Plan precludes any person or entity from establishing a
series of related accounts for the purpose of conducting arbitrage operations
and/or exceeding the optional cash payment limit. Lakeland reserves the right to
modify, suspend or terminate a stockholder's participation in the Plan if the
stockholder is using the Plan for purposes inconsistent with the intended
purposes of the Plan.
Advantages
Q2. What are the advantages of the Plan?
Participants in the Plan:
o will have cash dividends on their shares of common stock
automatically reinvested in additional shares of common stock
without any charges for brokerage commissions or recordkeeping;
o may invest in shares of common stock by making quarterly optional
cash payments without any charges for brokerage commissions or
recordkeeping; and
o will be able to avoid safekeeping requirements and recordkeeping
costs through the custodial and reporting services furnished
pursuant to the Plan.
Administration
Q3. What are the functions of the Plan Administrator?
First City Transfer Company is the plan administrator (the "Plan
Administrator"). It administers the Plan, keeps records, sends statements of
account to participants (see Question No. 18) and performs other duties relating
to the Plan. Shares of common stock purchased under the Plan are registered in
the name of the Plan Administrator or its nominee and are credited to the
accounts of the participants in the Plan. The Plan Administrator acts as the
agent for the participants. As the record holder of the shares held in the
participants' accounts under the Plan, the Plan Administrator will receive
dividends on all shares held on the dividend record date, will credit the
dividends to participants' accounts on the basis of full and fractional shares
held in the accounts, and will automatically reinvest such dividends in
additional shares of common stock.
Lakeland may, without the consent of the participants, appoint a
different Plan Administrator, including a Plan Administrator who is affiliated
with Lakeland.
<PAGE>
Participation
Q4. Who is eligible to participate?
All holders of record of shares of Lakeland common stock are eligible
to participate in the Plan. To participate in the Plan, your shares of common
stock must be registered in your own name. If you are the beneficial owner of
shares of common stock which are not registered in your name (for instance,
shares that are registered in the name of your broker), then you must first
transfer those shares into your own name before you can participate in the Plan.
Stockholders who participate in the Plan must participate with respect to all
shares of common stock registered in their own names.
Q5. How does a stockholder participate?
If you currently participate in the Plan, you do not need to re-enroll
at this time, even if you want to make optional cash payments under the Plan. A
Lakeland stockholder who is not currently participating and whose shares are
registered in his or her name may join the Plan at any time by signing an
authorization card and returning it to the Plan Administrator. An authorization
card is enclosed with this prospectus and additional cards may be obtained by
sending a written request to:
First City Transfer Company
P.O. Box 170
Iselin, New Jersey 08830
(please include a reference to Lakeland Bancorp, Inc.).
Q6. When may an eligible stockholder join the Plan?
An eligible Lakeland stockholder may join the Plan at any time. Once
in the Plan, you will remain a participant until you discontinue participation
or your participation is terminated by Lakeland (see Question No. 25 below) or
the Plan is terminated.
If an authorization card requesting reinvestment of dividends is
received by the Plan Administrator on or before the record date established for
a particular dividend, then that dividend will be used to purchase additional
shares for the stockholder on the applicable dividend payment date. If an
authorization card is received after the record date established for a
particular dividend, then the reinvestment of dividends will begin on the
dividend payment date following the next record date, provided that the
stockholder is still an eligible stockholder on the next record date.
In order to participate in the optional cash payment feature of the
Plan, a stockholder must also participate in the Plan with respect to the
reinvestment of dividends.
STOCKHOLDERS ARE CAUTIONED THAT NEITHER THE PLAN NOR THIS PROSPECTUS
REPRESENTS A STATEMENT REGARDING LAKELAND'S DIVIDEND POLICY OR A GUARANTEE OF
<PAGE>
FUTURE DIVIDENDS. THE PAYMENT OF DIVIDENDS WILL BE WITHIN THE DISCRETION OF THE
LAKELAND BOARD OF DIRECTORS AND WILL DEPEND UPON LAKELAND'S EARNINGS, FINANCIAL
REQUIREMENTS, GOVERNMENTAL REGULATIONS AND OTHER FACTORS.
Q7. What are the record dates and investment dates for dividend
reinvestments?
Dividends are typically declared on or about January 15, April 15,
June 15 and October 15 of each year. Dividend record dates are likely to occur
on or about January 31, April 30, June 30 and October 31. Dividend payment dates
typically occur on or about February 15, May 15, August 15 and November 15 of
each year. Dividend payment dates are referred to herein as "investment dates."
Please refer to Question No. 15 for a discussion of the investment dates for
optional cash payments.
Q8. What does the authorization card provide?
The authorization card directs the Plan Administrator to:
o apply all of the participant's cash dividends on all shares
of common stock registered in the participant's name and any
optional cash payments made by the participant to the
purchase of additional shares of common stock; and
o apply cash dividends on all shares of common stock
previously credited to the participant's account under the
Plan to the purchase of additional shares of common stock.
Costs
Q9. Are there any expenses to participants in connection with
purchases under the Plan?
No, not currently. Participants will not incur any brokerage
commissions or service charges for purchases made under the Plan. In addition,
there are no charges for the custodial and safekeeping services provided by the
Plan Administrator. The costs of administering the Plan will be paid by
Lakeland. Certain expenses may be incurred by a participant, however, if the
participant requests that whole shares be sold upon his or her withdrawal from
the Plan. (See Question No. 24.) The brokerage commissions and service charges
paid by Lakeland on behalf of participants will be treated as dividend income by
the Internal Revenue Service. (See Question No. 30.) Lakeland has the right to
amend the Plan, including the Plan's fee structure. (See Question No. 33.)
Purchases
Q10. When will purchases be made under the Plan?
<PAGE>
Purchases of shares of common stock will be made on the relevant
investment date (as defined in Question Nos. 7 and 15) or, in the case of open
market purchases, as soon thereafter as shall be practicable. When market
transactions are made, the Plan Administrator will use its best efforts to make
the purchases promptly, commencing on the relevant investment date and ending
(in most instances) not later than 30 days after such investment date. Open
market purchases may be made in the market or by negotiated transactions and may
be subject to such terms with respect to price, delivery, and otherwise, as the
Plan Administrator may agree to. Neither Lakeland nor any participant shall have
any authority or power to direct the time or price at which shares may be
purchased or the selection of the broker or dealer through or from whom
purchases are to be made.
No interest will be paid on dividends or optional cash payments
pending reinvestment or investment.
Q11. From where will the shares be purchased?
Purchases of shares of common stock will be made by the Plan
Administrator in the market, from negotiated purchases and from Lakeland itself.
The Plan Administrator will first purchase shares in the market or through
negotiated purchases in order to satisfy the number of shares to be purchased
for participants. If the Plan Administrator is unable to purchase sufficient
shares from those sources, then the Plan Administrator shall purchase enough
shares from Lakeland to satisfy the number of shares to be purchased for
participants. The shares purchased directly from Lakeland will either be
authorized but unissued shares or treasury shares.
Q12. What will be the price of shares purchased under the Plan?
Shares purchased by the Plan Administrator with reinvested dividends
or optional cash payments in the open market will be purchased at prevailing
prices. The price of purchases from Lakeland of authorized but unissued or
treasury shares will be the "Market Price" of the common stock on the relevant
investment date. The Market Price shall be the last available closing sales
price of the common stock in the over-the-counter market, as reported by a
market maker. If the common stock is quoted on the Nasdaq National Market, the
Market Price shall be the last available closing sales price of the common stock
on Nasdaq.
Q13. How many shares will be purchased for participants?
Each participant's account will be credited with that number of shares
(including fractions computed to four decimal places) equal to the total amount
to be invested by the participant divided by the applicable purchase price (also
computed to four decimal places).
For example, assume that a participant holds shares of common stock on
which a total dividend of $100 is payable, that the participant makes a $100
optional cash payment and that the relevant purchase price is $15. The
computation of the number of shares to be credited to the participant's account
on the relevant investment dates would be as follows:
<PAGE>
Purchase Price* .............................. $15.00
Number of Shares purchased with
reinvested dividends
($100.00 / $15.00)....................... 6.6666
Number of Shares purchased with
optional cash payments
($100.00 / $15.00)..................... 6.6666
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* The purchase price is assumed for illustrative purposes only, and will vary
with the market price of the common stock.
Optional Cash Payments
Q14. How does the optional cash payment feature of the Plan work?
As of the date of this prospectus, Lakeland has reinstated the
optional cash payment feature of the Plan. In order to participate in the
optional cash payment feature of the Plan, a stockholder must also participate
in the Plan with respect to the reinvestment of dividends.
If you currently participate in the Plan, you do not need to re-enroll
in order to make optional cash payments under the Plan. If you are not currently
participating in the Plan and want to become a participant, you should sign an
authorization card and return it to the Plan Administrator.
Each quarter the Plan Administrator will apply any optional cash
payment received from a participant by the required date (see Question No. 15)
to the purchase of common stock for that participant's account. If the common
stock is purchased on the open market, then the Plan Administrator will apply
the optional cash payment on or as soon as determined by the Plan Administrator
after the investment date. If the common stock is purchased from Lakeland, the
Plan Administrator will apply the optional cash payment on the following
investment date.
Each participant may not make optional cash payments of less than $100
per quarter or of more than $1,500 in any quarter. In the event a participant
delivers an optional cash payment other than in a permitted amount, the Plan
Administrator will invest only that portion, if any, that complies with the
investment limitations and will return the remainder. The minimum and maximum
amounts of quarterly optional cash payments may be changed at Lakeland's
discretion on 30 days' prior notice to each Plan participant. No interest will
be paid on optional cash payments pending investment.
Lakeland may suspend the optional cash payment feature of the Plan
from time to time. Each participant will be promptly notified of any suspension
of this feature. In the event the optional cash payment feature is suspended,
<PAGE>
any optional cash payments (i) received prior to the date of the notice of
suspension and not yet invested or (ii) received after the date of the notice of
suspension and before the date of a notice of resumption of the optional cash
payment feature, will be returned to participants. If this feature is suspended
and then reinstated, participants will be promptly notified of the resumption of
the optional cash payment feature of the Plan.
Q15. What are the investment dates for optional cash payments and when
must my optional cash payments be received in order to be invested?
Optional cash payments will be invested each quarter. The investment
dates for optional cash payments will be the first business day of January,
April, July and October.
In order to be invested on the next investment date, optional cash
payments must be received by the Plan Administrator by the sixth day prior to
the investment date.
Q16. When must optional cash payments be received?
The Plan Administrator must receive good funds on or before the sixth
day prior to the investment date (see Question No. 15 above) in order for the
funds to be invested on the next investment date. Payments may be made by check
or money order made payable to the Plan Administrator. In addition, for new
participants, the Plan Administrator must have received a signed authorization
card. (See Question Nos. 8 and 14 above.)
Neither Lakeland nor the Plan Administrator will pay any interest on
optional cash payments held pending investment. Therefore, although optional
cash payments may be made at any time, you are advised to transmit such payments
shortly before the sixth day prior to the applicable investment date and in no
event sooner than 30 days prior to the investment date.
Q17. May optional cash payments be returned to a participant?
Optional cash payments received by the Plan Administrator after the
sixth day prior to a particular investment date will be returned to a
participant. Optional cash payments will also be returned if the optional cash
payment feature of the Plan is suspended. (See Question No. 14 above.)
Reports to Participants
Q18. What kind of reports will be sent to participants in the Plan?
Each Plan participant will receive a statement of account after each
share purchase on behalf of the participant. The statement will set forth the
amount of the most recent reinvestment and/or investment, the number of shares
purchased, the price per share and the total number of shares held in the
participant's account. These statements are a participant's record of the costs
of his or her purchases and should be retained for income tax purposes. In
<PAGE>
addition, each participant will receive copies of other communications sent to
Lakeland stockholders and Internal Revenue Service information for reporting
dividend income received.
Dividends
Q19. Will a participant be credited with dividends on shares held in
his or her Plan account?
Yes. Dividends on full shares, and any fractional shares, credited to
a participant's account will be reinvested in additional shares and credited to
the participant's account.
Lakeland may suspend the dividend reinvestment feature of the Plan
from time to time. Participants will be promptly notified of any suspension of
the dividend reinvestment feature of the Plan. If there is a suspension, then
any and all dividends will be paid to participants in cash. If this feature is
suspended and then reinstated, participants will be promptly notified of the
resumption of the dividend reinvestment feature of the Plan.
Certificates for Shares
Q20. Will certificates be issued for shares of common stock purchased
under the Plan?
Shares of Lakeland common stock purchased under the Plan for the
accounts of participants will be registered in the name of the Plan
Administrator or its nominee. Certificates for shares purchased on behalf of
participants will not be issued to participants unless the participant makes a
written request to the Plan Administrator. The total number of shares credited
to an account under the Plan will be shown on each account statement. This
custodial service protects participants against the risk of loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to an account
under the Plan will be issued to a participant upon written request to the Plan
Administrator. Any remaining full shares and fraction of a share will continue
to be credited to the participant's account.
Certificates for fractions of shares will not be issued under any
circumstances.
Q21. Can a participant add shares to his or her account by
transferring stock certificates that he or she possesses?
Yes. A participant may increase the number of shares held in his or
her account by depositing certificates representing shares of Lakeland common
stock with the Plan Administrator. These certificates must be presented in
transferable form and must be accompanied by a written request that the shares
be added to the participant's account.
Q22. If stock certificates are issued, in whose name will they be
registered?
Accounts under the Plan are maintained in the names in which
certificates of the participants were registered at the time the participants
<PAGE>
entered the Plan. Certificates for whole shares will be similarly registered
when issued at the request of a participant. (See Question No. 20.)
Shares credited to the account of a participant (i.e., those
registered in the name of the Plan Administrator or its nominee) may not be
pledged or assigned and any purported pledge or assignment will be void.
Q23. What happens when a participant sells or transfers all of the
shares registered in the participant's name?
If a participant disposes of Lakeland common stock registered in his
or her name (i.e., those shares which are not registered in the name of the Plan
Administrator or its nominee), the dividends on shares previously credited to
the participant's account under the Plan will continue to be reinvested until
the participant notifies the Plan Administrator that he or she wishes to
withdraw from the Plan. (See Question No. 24.)
Withdrawal
Q24. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan by sending a written
withdrawal notice to the Plan Administrator at the address set forth in response
to Question No. 5. When a participant withdraws from the Plan, or upon
termination of the participant's participation in the Plan or upon termination
of the Plan by Lakeland, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will be
made for any fractional shares based on the then current Market Price of the
common stock. (See Question No. 26.)
Upon a participant's withdrawal from the Plan, the participant may
also request that all or part of the whole shares credited to his or her account
in the Plan be sold. If a participant makes such a request, the sale will be
made for the participant by the Plan Administrator as soon as practicable after
the request is received. The participant will receive the proceeds from the
sale, less related brokerage fees or commissions and less any applicable
transfer taxes.
Q25. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time. If the notice of
withdrawal is received at least seven business days prior to the record date for
a particular dividend, the notice will be effective as to the reinvestment of
that dividend. All optional cash payments received on or before the sixth day
prior to an investment date for optional cash payments will be invested in
shares of common stock on that next investment date unless a withdrawal notice
is received by the Plan Administrator at least six days prior to the investment
date.
The Plan Administrator may terminate a participant's participation in
the Plan after mailing a notice of intention to terminate to the participant at
his or her address as it appears in the Plan Administrator's records. Lakeland
<PAGE>
reserves the right to terminate any participant's participation in the Plan at
any time for any reason, including, without limitation, arbitrage-related
activities, transactional profit activities and excessive re-enrollments.
Q26. What happens to a fraction of a share when a participant
withdraws from the Plan?
When a participant withdraws from the Plan, a cash payment
representing any fraction of a share credited to the participant's account will
be mailed directly to the participant. The cash payment will be based on the
Market Price of Lakeland common stock on the effective date of withdrawal.
Other Information
Q27. What happens if Lakeland issues a stock dividend or declares a
stock split?
Any stock dividends or split shares distributed by Lakeland on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of a participant will be mailed directly to the
participant.
Q28. If Lakeland has a common stock rights offering, how will rights
on shares credited to a participant's account be treated?
Warrants representing rights on any shares of Lakeland common stock,
both whole and fractional, credited to a participant's account will be mailed
directly to the participant in the same manner as to stockholders who do not
participate in the Plan.
Q29. How will a participant's shares be voted at meetings of
stockholders?
Shares held by the Plan Administrator for a participant will be voted
in the same manner as the shares owned directly by the participant.
For each meeting of stockholders, the participant will receive a proxy
card which will enable the participant to vote the shares registered in his or
her own name. If the proxy card is returned properly signed and marked for
voting, all whole shares held for the participant under the Plan will be voted
in the same manner as the shares owned directly by the participant. The total
number of whole shares held under the Plan may also be voted in person at a
meeting.
If no instructions are received on a properly signed proxy card with
respect to any item thereon, all of a participant's whole shares (i.e., those
registered in his or her name and those credited to his or her account under the
Plan) will be voted in accordance with the recommendations of Lakeland's Board
of Directors. This is the same as for non-participating stockholders who return
properly signed proxies and do not provide instructions. If the proxy card is
not returned or if it is returned unsigned, none of the participant's shares
will be voted unless the participant votes in person.
<PAGE>
Q30. What are the federal income tax consequences of participation in
the Plan?
Participants in the Plan should be considered to have received a
dividend for federal income tax purposes equal to the fair market value of the
shares purchased with reinvested dividends. Such fair market value should become
the participant's basis in the shares purchased under the Plan. The holding
period for shares acquired upon reinvestment of dividends will begin on the day
following the investment date.
Participants in the Plan who elect to invest in additional shares by
making optional cash payments should be treated for federal income tax purposes
as having received a dividend equal to the excess, if any, of (a) the fair
market value of the shares purchased, over (b) the optional cash payment made.
The participant's tax basis in the shares purchased under the Plan with optional
cash payments should be equal to the amount of the optional cash payment plus
the excess, if any, of the fair market value of the shares purchased over the
optional cash payment made. The participant's holding period for such shares
will begin on the day following the investment date.
The Internal Revenue Service has taken the position that brokerage
commissions which are incurred in connection with open market stock purchases on
behalf of participants in similar plans which are not paid by the participants
constitute dividend income to the participants. A participant's basis in the
shares so purchased would be increased by the amount of the brokerage
commissions included in dividend income.
The dividend income received by a corporate stockholder generally is
eligible for a 70% dividends received deduction if the shares are held for more
than 45 days during the 90 day period beginning on the date which is 45 days
before the ex-dividend date. However, the allowance of the dividends received
deduction is limited where the corporate stockholder incurs any debt which is
directly attributable to an investment in the stock.
A participant will not realize any taxable income upon the receipt of
certificates for whole shares credited to the participant's account under the
Plan. However, a participant who receives cash for fractional shares credited to
the participant's account will realize gain or loss. Gain or loss will also be
realized by the stockholder upon the sale or exchange of shares after withdrawal
from the Plan. The amount of such gain or loss will be the difference between
the amount which the stockholder receives for each whole or fractional share,
and the stockholder's tax basis therefor. Any such gain or loss will be a
capital gain or loss if the shares sold were held as a capital asset. Such
capital gain or loss will be long term if the participant held the shares sold
for more than one year, and otherwise will be short term.
A foreign stockholder who is a participant and whose dividends are
subject to United States income tax withholding will have the amount of the tax
to be withheld deducted from the dividends before reinvestment in additional
shares. The amount of the tax withheld will be treated as a dividend for federal
income tax purposes. The statements confirming purchases made for a foreign
participant will indicate that tax has been withheld.
<PAGE>
The final statement received from the Plan Administrator during any
calendar year will include information for that year regarding total dividends
paid on shares held in the participant's Plan account and the amount of any
brokerage commissions paid on behalf of the participant. In addition, Lakeland
will send each participant a statement at year end showing total dividends paid
on shares held of record. These statements should be retained for tax reporting
purposes.
For further information regarding the tax consequences of
participation in the Plan, a participant should consult with a tax advisor.
Q31. Can a stockholder re-enter the Plan after withdrawing from the
Plan?
Yes. A stockholder may re-enter the Plan by following the procedures
applicable for initial enrollment in the Plan. However, Lakeland reserves the
right to reject any authorization card from a previous participant in the event
of excessive enrollments and withdrawals.
Q32. What is the responsibility of Lakeland and the Plan
Administrator?
In administering the Plan, Lakeland and the Plan Administrator will
not be liable for any act or omission done in good faith, including without
limitation, any claim of 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 and any claim of liability with respect to the prices
at which shares are purchased for participants' accounts or the times such
purchases are made.
Participants should recognize that neither Lakeland nor the Plan
Administrator can assure them of a profit or protect them against a loss on the
shares purchased by them under the Plan.
Q33. May the Plan be changed or discontinued?
Yes. Lakeland reserves the right at any time to suspend, modify or
terminate the Plan or any feature of the Plan, including the optional cash
payment feature and the dividend reinvestment feature. In addition, Lakeland
reserves the right at any time to suspend, modify or terminate the participation
in the Plan by any participant. All participants affected by such action will
receive notice of the suspension, modification or termination. Lakeland's right
to modify the Plan includes the right to increase or decrease the minimum and
maximum amounts of optional cash payments which may be made under the Plan and
to impose fees in connection with participation in the Plan. Revisions in such
minimum and maximum amounts and in the fee structure of the Plan will only be
made upon 30 days' prior notice to participants. Any such suspension,
modification or termination will not affect previously executed transactions.
Upon a termination of the Plan by Lakeland, certificates for whole shares
credited to participants' accounts will be issued, and cash payments will be
made for any fractions of a share credited to participants' accounts. Such cash
payments will be based on the Market Price of Lakeland common stock on the
effective date of termination.
<PAGE>
Q34. Who interprets the Plan?
Lakeland will interpret and regulate the Plan. All interpretations and
regulations shall be conclusive.
Q35. Where should correspondence regarding the Plan be directed?
All correspondence regarding the Plan should be addressed to:
First City Transfer Company
P.O. Box 170
Iselin, New Jersey 08830
(please include a reference to Lakeland Bancorp, Inc.).
USE OF PROCEEDS
Lakeland has no basis for estimating precisely either the number of
shares of Lakeland common stock that ultimately will be originally issued by
Lakeland or the prices at which such shares will be sold. Lakeland proposes to
use the net proceeds from the sale of such shares, when and as received, for
general corporate purposes, including investments in, or extensions of credit
to, Lakeland's bank subsidiaries. Lakeland is unable to estimate the amount of
the proceeds which will be devoted to any specific purpose.
EXPERTS
The consolidated financial statements of Lakeland Bancorp, Inc. and
its subsidiaries as of December 31, 1998 and 1997, and for each of the years in
the three-year period ended December 31, 1998, incorporated by reference herein,
have been audited by Radics & Co., LLC, independent certified public
accountants, as stated in their report. These consolidated financial statements
of Lakeland and its consolidated subsidiaries are incorporated by reference
herein in reliance upon the report of Radics given upon its authority as experts
in accounting and auditing. Radics did not audit the financial statements of
High Point Financial Corp. and Metropolitan State Bank, both wholly-owned
subsidiaries, which statements reflect, at December 31, 1998 and 1997, total
assets constituting 45% of the consolidated total at each date and, for each of
the years in the three-year period ended December 31, 1998, total income of 47%,
47% and 45%, respectively, of the related consolidated totals. Those statements
were audited by other independent certified public accountants.
The consolidated financial statements of Metropolitan State Bank and
subsidiary as of December 31, 1998 and 1997 and for the two years ended December
31, 1998, which reflect total assets of 12% and 13%, respectively, and of total
income of 12% and 12%, respectively, of the consolidated financial statements
totals of Lakeland have been audited by Grant Thornton LLP, independent
certified public accountants. Grant Thornton's report on Metropolitan State Bank
and subsidiary is incorporated by reference herein, and in reliance upon such
<PAGE>
report, given upon the authority of such firm as experts in accounting and
auditing. The financial statements of Metropolitan State Bank and subsidiary are
not presented separately in the documents incorporated by reference herein.
The consolidated statements of income, changes in shareholders' equity
and cash flows of Metropolitan State Bank and subsidiary for the year ended
December 31, 1996, which reflect total income of 11% of the consolidated
financial statement total of Lakeland, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, whose report is incorporated by reference herein in reliance upon their
authority as experts in accounting and auditing in giving their report. The
consolidated statements of income, changes in shareholders' equity and cash
flows of Metropolitan State Bank and subsidiary are not presented separately in
the documents incorporated by reference herein.
The consolidated financial statements of High Point Financial Corp.
and its subsidiary as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998, which reflect total assets of 33%
and 34%, respectively, and total income of 35%, 35% and 34%, respectively, of
the consolidated financial statement totals of Lakeland, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, whose report is incorporated by reference herein in
reliance upon their authority as experts in accounting and auditing in giving
their report. The consolidated financial statements of High Point Financial
Corp. and its subsidiary are not presented separately in the documents
incorporated by reference herein.
LEGAL OPINION
The legality of the shares of Lakeland common stock offered hereby
will be passed upon for Lakeland by Lowenstein Sandler PC, 65 Livingston Avenue,
Roseland, New Jersey.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 14A:3-5 of the New Jersey Business Corporation Act empowers
Lakeland to indemnify past and current directors and officers against
liabilities and expenses under certain circumstances. Lakeland's Bylaws and
Certificate of Incorporation, as amended, provide for indemnification and
exculpation of directors and officers by Lakeland to the fullest extent
permitted by law.
Lakeland has purchased insurance policies which will pay on behalf of
any of its directors or officers any loss (within limits and subject to
applicable deductible provisions under such policies) arising out of certain
claims made against such person by reason of any wrongful act taken, omitted or
attempted by such person in such person's capacity as a director or officer,
including, among other things, any misleading statement or omission or other
matter claimed against such person solely by reason by such person's being a
director or officer.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of Lakeland pursuant to the foregoing provisions, or otherwise, Lakeland
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.
<PAGE>
You should rely only on the information
contained in this prospectus or that we
have referred you to. We have not
authorized anyone to provide you with
information that is different. This
prospectus is an offer to sell only the
shares offered hereby, but only under
circumstances and in jurisdictions where
it is lawful to do so. The information
contained in this prospectus is current
only as of its date.
LAKELAND
BANCORP, INC.
TABLE OF CONTENTS
Risk Factors.......................................
Additional Information.............................
Incorporation of Certain
Documents by Reference............................. AUTOMATIC DIVIDEND
REINVESTMENT AND STOCK
Lakeland Bancorp, Inc.............................. PURCHASE PLAN
Description of the Plan:
Purposes......................................
Advantages....................................
Administration................................ October __, 1999
Participation.................................
Costs......................................... PROSPECTUS
Purchases.....................................
Optional Cash Payments........................
Reports to Participants.......................
Dividends.....................................
Certificates for Shares.......................
Withdrawal....................................
Other Information.............................
Use of Proceeds....................................
Experts............................................
Legal Opinion......................................
Indemnification for Securities
Act Liabilities..................................
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth estimated expenses expected to be
incurred in connection with the issuance and distribution of the securities
being registered:
SEC filing fee.............................. $ 991
Printing fees............................... 1,500*
Legal fees and expenses..................... 15,000*
Accounting fees............................. 7,500*
Mailing expenses............................ 1,800*
Miscellaneous............................... 1,209*
------
Total.................................. $28,000
======
- - -----------
*Estimated
Item 15. Indemnification of Directors and Officers.
Lakeland's Bylaws contain the following provisions regarding
indemnification:
"Any person and his or her heirs, executors, or
administrators, may be indemnified or reimbursed by the
Corporation for reasonable expenses actually incurred in
connection with any threatened, pending or completed action,
suit or proceeding, civil, administrative, investigative or
criminal, in which any of them shall have been made a party by
reason of a person being or having been a director, officer,
or employee of the Corporation or of any firm, corporation, or
organization which that person served in any such capacity at
the request of the Corporation; provided, that person acted in
good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the corporation and
with respect to criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful
and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding which has been made the subject of
a compromise settlement except with the approval of a court of
competent jurisdiction, or the holders of record of a majority
of the outstanding shares of the Corporation, or the Board of
Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit, or proceeding
constituting a majority of the whole number of Directors. The
<PAGE>
foregoing right of indemnification or reimbursement shall not
be exclusive of other rights to which such a person and his or
her heirs, executors, or administrators may be entitled as a
matter of law.
The Corporation may, upon the affirmative vote of a majority
of its Board of Directors, purchase insurance for the purpose
of indemnifying its Directors, officers, and other employees
to the extent that such indemnifications are allowed in the
preceding paragraph. Such insurance may, but need not, be for
the benefit of all Directors, officers, or employees."
Section 14A:3-5(2) of the New Jersey Business Corporation Act (the
"Act") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a corporate agent (i.e., a director,
officer, employee or agent of the corporation or a director, officer, trustee,
employee or agent of another related corporation or enterprise), against
reasonable costs (including attorneys' fees), judgments, fines, penalties and
amounts paid in settlement incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceedings, had no
reasonable cause to believe that the conduct was unlawful.
Section 14A:3-5(3) of the Act empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him or her in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of the fact that he or she is or was a corporate agent, if he or
she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation. However, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Superior Court of New Jersey or the court in which such action
or suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 14A:3-5(4) of the Act provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) incurred by him or her in connection therewith. Section 14A:3-5(8)
provides that the indemnification provided for by Section 14A:3-5 shall not be
deemed exclusive of any rights to which the indemnified party may be entitled,
with certain exceptions. Section 14A:3-5(9) empowers a corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or expenses incurred by him or her in
any such capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities and expenses under Section 14A:3-5.
<PAGE>
Lakeland's Certificate of Incorporation contains the following
provisions regarding certain limitations on the liability of directors:
"Directors of the Corporation, to the fullest extent permitted
by the New Jersey Business Corporation Act, as now or
hereafter in effect, and any successor statute, shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or its
shareholders. Also, any expenses incurred by a Director in
connection with a proceeding involving the Director may be
paid by the Corporation in advance of final disposition of the
proceeding, provided the Director undertakes to repay such
amount unless it shall ultimately be determined that he or she
is entitled to indemnification."
Lakeland currently maintains directors' and officers' liability
coverage which will insure Lakeland's directors and officers and the directors
and officers of its subsidiaries in certain circumstances.
Item 16. List of Exhibits.
4.1 Registrant's Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3.1 of Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.
4.2 Registrant's Bylaws are incorporated by reference to Exhibit 4.2
of the Registration Statement on Form S-3 filed by the Registrant with the SEC
on March 30, 1990.
4.3 Lakeland Bancorp Inc. Automatic Dividend Reinvestment and Stock
Purchase Plan, as amended.
4.4 Form of Authorization Card.
5.1 Opinion of Lowenstein Sandler PC.
23.1 Consent of Radics & Co., LLC.
23.2 Consent of Grant Thornton LLC.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
<PAGE>
24.1 Power of Attorney.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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
Securities Act of 1933;
(ii) To reflect in the prospectus any acts 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
<PAGE>
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 the
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Oak Ridge, State of New Jersey, on the 26th day
of October, 1999.
LAKELAND BANCORP, INC.
By: /s/John W. Fredericks
John W. Fredericks
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
Signature Capacity Date
/s/ Robert B. Nicholson* Director October 26, 1999
- - ------------------------
(Robert B. Nicholson)
/s/ John W. Fredericks Director October 26, 1999
- - ----------------------
(John W. Fredericks)
/s/ Bruce G. Bohuny* Director October 26, 1999
- - --------------------
(Bruce G. Bohuny)
/s/ Mary Ann Deacon* Director October 26, 1999
- - --------------------
(Mary Ann Deacon
/s/ Mark J. Fredericks* Director October 26, 1999
- - -----------------------
(Mark J. Fredericks)
/s/ John Pier, Jr.* Director October 26, 1999
- - -------------------
(John Pier, Jr.)
/s/ Paul P. Lubertazzi* Director October 26, 1999
- - -----------------------
(Paul P. Lubertazzi)
<PAGE>
/s/ Joseph E. O'Dowd* Director October 26, 1999
- - ---------------------
(Joseph E. O'Dowd)
/s/ Arthur L Zande* Director, Vice October 26, 1999
- - ------------------- President and
(Arthur L. Zande) Treasurer (Chief
Financial and
Accounting Officer)
/s/ Roger Bosma* Director, Chief October 26, 1999
- - ---------------- Executive Officer and
(Roger Bosma) President
/s/ Michael A. Dickerson* Director October 26, 1999
- - -------------------------
(Michael A. Dickerson)
/s/ Charles L. Tice* Director October 26, 1999
- - --------------------
(Charles L. Tice)
/s/ George H. Guptill, Jr.* Director October 26, 1999
- - ---------------------------
(George H. Guptill, Jr.)
*By:/s/ John W. Fredericks
John W. Fredericks
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Registrant's Certificate of Incorporation,
as amended (incorporated by reference)
4.2 Registrant's Bylaws (incorporated by reference)
4.3 Lakeland Bancorp Inc. Automatic Dividend
Reinvestment and Stock Purchase Plan, as
amended.
4.4 Form of Authorization Card
5.1 Opinion of Lowenstein Sandler PC
23.1 Consent of Radics & Co., LLC
23.2 Consent of Grant Thornton LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Lowenstein Sandler PC is included in Exhibit 5.1
24.1 Power of Attorney
EXHIBIT 4.3
<PAGE>
LAKELAND BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
(as amended and restated through October 15, 1999)
The Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Lakeland Bancorp, Inc. ("Bancorp") described herein provides holders
of Bancorp's Common Stock, no par value ("Common Stock"), with a simple and
convenient method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commission or
service charge.
1. Administration of the Plan
The Plan Administrator shall be First City Transfer Company ("First
City") or such other banking institution as shall be selected by the Board of
Directors of Bancorp. The Plan Administrator shall administer the Plan for
participants, keep records, send statements of account to participants pursuant
to Section 7 herein and perform other duties relating to the Plan. The Plan
Administrator will act in the capacity of agent for the participants.
2. Eligibility to Participate
(a) All holders of record of shares of Common Stock are eligible to
participate in the Plan. To participate in the Plan, beneficial owners of shares
of Common Stock whose shares are registered in other names (for instance, in the
name of a broker or a nominee) must first become owners of record of such shares
by having those shares transferred into their own names.
(b) A stockholder of Bancorp may join the Plan at any time by signing
an authorization card ("Authorization Card") and returning it to the Plan
Administrator.
(c) In order to participate in the optional cash payment feature of
the Plan, a stockholder must also participate in the Plan with respect to the
reinvestment of dividends.
3. Participation in the Plan
All Authorization Cards shall be in a form satisfactory to Bancorp and
the Plan Administrator and must be received by the Plan Administrator (i) not
later than the record date of the first dividend to be invested in Common Stock
pursuant to the Plan and (ii) not later than the sixth day prior to the first
business day of the first quarter in which the participant wishes to invest in
Common Stock by means of an optional cash payment, in accordance with Section 4.
<PAGE>
4. Cash Payments
(a) At any time and from time to time, a participant may make an
optional cash payment of not less than $100 per quarter, to be used for
purchasing Common Stock pursuant to the Plan, as described below; provided,
however, that the sum of a participant's optional cash payments in any quarter
may not exceed $1,500. The limitations set forth in the preceding sentence
pertaining to the minimum and maximum quarterly amount of optional cash payments
may be modified from time to time in accordance with Section 15.
(b) An optional cash payment must be received by the Plan
Administrator and must clear by the sixth day prior to the first business day of
the quarter in which it is to be invested in accordance with Section 6. Once
made, an optional cash payment may be withdrawn at any time except during any
such six day period. Provided that an optional cash payment has cleared and is
not withdrawn by the sixth day prior to the first business day of a quarter,
then, on such first business day the Plan Administrator shall invest the
participant's optional cash payment by purchasing shares of Bancorp Common Stock
in accordance with Section 6 hereof.
(c) Notwithstanding anything to the contrary contained in this Plan,
Bancorp may suspend the optional cash payment feature of the Plan from time to
time. Participants will be promptly notified of any such suspension of the
optional cash payment feature of the Plan and any optional cash payments (i)
received prior to the date of such notice of suspension and not yet invested or
(ii) received after the date of such notice of suspension and before the date of
a notice of resumption of the optional cash payment feature will be returned to
participants. Participants will be promptly notified of the resumption of the
optional cash payment feature of the Plan.
(d) Optional cash payments may be made by check or money order payable
to the Plan Administrator, First City Transfer Company.
(e) The number of shares of Common Stock purchased for each
participant with such participant's optional cash payment shall be computed (to
four decimal places) by dividing (a) such participant's optional cash payment by
(b) the purchase price described in Section 6 hereof.
5. Payment and Reinvestment of Dividends
(a) As and when dividends are paid on the Common Stock, Bancorp will
promptly pay to the Plan Administrator all dividends payable on shares
participating in the Plan with respect to the reinvestment of dividends
(including all shares credited to participants' accounts) (less taxes withheld,
if any). The Plan Administrator shall credit such dividends to the accounts of
the respective participants (on the basis of such participating shares owned by
each participant on the most recent dividend record date) and shall on each
dividend payment date reinvest such dividends by purchasing Bancorp Common Stock
in accordance with Section 6 hereof. The number of shares of Common Stock
purchased for each participant with reinvested dividends shall be computed (to
four decimal places) by dividing (a) the dividend credited to the participant's
account by (b) the purchase price described in Section 6 hereof.
<PAGE>
(b) Notwithstanding anything to the contrary contained in this Plan,
Bancorp may suspend the dividend reinvestment feature of the Plan from time to
time. Participants will be promptly notified of any such suspension of the
dividend reinvestment feature of the Plan and, in the event of such suspension,
any and all dividends will be paid to participants in cash with respect to any
dividend payment date occurring after the date of any such notice of suspension
and prior to the date of a notice of resumption of the dividend reinvestment
feature. Participants will be promptly notified of the resumption of the
dividend reinvestment feature of the Plan.
6. Purchases
(a) Purchases of shares of Common Stock will be made on the relevant
investment date or, in the case of open market purchases, as soon thereafter as
shall be practicable. With respect to the reinvestment of dividends, an
investment date is a dividend payment date. With respect to optional cash
payments, an investment date is the first business day of January, April, July
and October. Participants will become owners of the shares purchased for them
under the Plan on the date on which such shares are purchased.
(b) Purchases of shares of Common Stock will be made by the Plan
Administrator in the market, from negotiated purchases and from Bancorp itself.
The Plan Administrator will first purchase shares in the market or through
negotiated purchases. To the extent that the number of shares available in the
market or though negotiated purchases is insufficient to satisfy the number of
shares to be purchased for participants, then the Plan Administrator shall
purchase enough shares from Bancorp, either authorized but unissued shares of
Common Stock or treasury shares of Common Stock, to satisfy the number of shares
to be purchased for participants.
(c) Shares purchased by the Plan Administrator in the market and in
negotiated transactions will be purchased at prevailing prices. The price of
original issue shares of Common Stock shall be the "Market Price" of the Common
Stock on the relevant investment date. The Market Price shall be the last
available closing sales price of the Common Stock in the over-the-counter
market, as reported by a market maker. If the Common Stock is quoted on the
Nasdaq National Market, the Market Price shall be the last available closing
sales price of the Common Stock on Nasdaq.
(d) The number of shares that will be purchased for each participant
will depend on the amount of the participant's reinvestment and/or investment
and the purchase price. Each participant's account will be credited with that
number of shares (including fractions computed to four decimal places) equal to
the total amount to be invested divided by the applicable purchase price (also
computed to four decimal places).
(e) The Board of Directors of Bancorp shall reserve a sufficient
number of shares of Common Stock for issuance pursuant to the Plan.
<PAGE>
7. Reports to Participants
Each participant in the Plan shall receive a statement of account
after each purchase. The statement will set forth the amount of the most recent
reinvestment and/or investment, the number of shares purchased, the price per
share, and the total number of shares held in the participant's account. These
statements are a participant's record of the costs of his purchases and should
be retained for income tax purposes. In addition, each participant shall receive
copies of other communications sent to holders of shares of Common Stock and
Internal Revenue Service information for reporting dividend income received.
8. Certificates for Shares
(a) Shares of Common Stock purchased under the Plan for the accounts
of participants shall be registered in the name of the Plan Administrator or its
nominee and shall not be issued to participants until requested in writing to
the Plan Administrator.
(b) Certificates for any number of whole shares credited to an account
under the Plan will be issued at any time upon the written request of a
participant to the Plan Administrator. Any remaining full shares and fractions
of a share will continue to be credited to the participant's account.
(c) Certificates for fractions of shares will not be issued under any
circumstances.
9. Pledge or Assignment of Shares
Shares credited to the account of a participant (those registered in
the name of the Plan Administrator or its nominee) may not be pledged or
assigned and any such purported pledge or assignment will be void.
10. Disposition of Shares
If a participant disposes of Common Stock registered in his or her
name, the dividends on shares previously credited to his or her account under
the Plan will continue to be reinvested until the participant withdraws from the
Plan pursuant to Section 11 herein.
11. Withdrawal; Termination of Participation
(a) A participant may withdraw from the Plan by sending a written
withdrawal notice to the Plan Administrator. When a participant withdraws from
the Plan, or upon termination of the participant's participation in the Plan or
termination of the Plan by Bancorp, certificates for whole shares credited to
the participant's account under the Plan will be issued and a cash payment will
be made for any fraction of a share based on the then current Market Price of
the Common Stock.
<PAGE>
(b) Upon a participant's withdrawal from the Plan the participant may
also request that all or part of the whole shares credited to his account in the
Plan be sold. If a participant makes such a request, the sale shall be made for
the participant by the Plan Administrator as soon as practicable after the
request is received. The participant shall receive the proceeds from such sale,
less related brokerage fees or commissions and less any applicable transfer
taxes.
(c) A participant may withdraw from the Plan by notice to the Plan
Administrator, which notice must be received at least seven business days prior
to the applicable dividend record date with respect to the reinvestment of
dividends on the dividend payment date immediately following such dividend
record date. All optional cash payments received on or before the sixth day
prior to an investment date for optional cash payments will be invested in
shares of Common Stock on the next relevant investment date unless a withdrawal
notice is received by the Plan Administrator at least six days before the
investment date.
(d) The Plan Administrator may terminate a participant's participation
in the Plan after mailing a notice of intention to terminate to the participant
at his or her address as it appears in the Plan Administrator's records. Bancorp
reserves the right to terminate any participant's participation in the Plan at
any time for any reason, including, without limitation, arbitrage-related
activities, transactional profit activities and excessive re-enrollments.
(e) When a participant withdraws from the Plan, a cash adjustment
representing any fraction of a share credited to the participant's account will
be mailed directly to the participant. The cash payment will be based on the
Market Price of the Common Stock on the effective date of withdrawal.
(f) A stockholder may re-enter the Plan by following the procedures
applicable for initial enrollment in the Plan. However, Bancorp reserves the
right to reject any Authorization Card from a previous participant in the event
of excessive enrollments and withdrawals.
12. Non-Cash Dividends and Stock Splits; Rights Offerings
(a) Any stock dividends or split shares distributed by Bancorp on
shares credited to the account of a participant under the Plan will be added to
the participant's account. Stock dividends or split shares distributed on shares
registered in the name of a participant will be mailed directly to the
participant.
(b) Warrants representing rights on any shares of Common Stock, both
whole and fractional, credited to a participant's account will be mailed
directly to the participant in the same manner as to stockholders who do not
participate in the Plan.
<PAGE>
13. Voting Rights
(a) Shares held by the Plan Administrator for a participant will be
voted as the participant directs with respect to shares held in his or her own
name.
(b) For each meeting of stockholders, the participant shall receive a
proxy card which will enable the participant to vote the shares registered in
his or her own name. If the proxy card is returned properly signed and marked
for voting, all whole shares held for the participant under the Plan shall be
voted in the same manner as the shares owned directly by the participant. The
total number of whole shares held under the Plan may also be voted in person at
a meeting.
(c) If no instructions are received on a properly signed returned
proxy card with respect to any item thereon, all of a participant's whole shares
(those registered in his name and those credited to his account under the Plan)
will be voted in accordance with the recommendations of Bancorp's Board of
Directors. If the proxy card is not returned or if it is returned unsigned, none
of the participant's shares will be voted unless the participant votes in
person.
14. Foreign Stockholders
In the case of a foreign stockholder whose dividends are subject to
federal income tax withholding, the amount of tax required to be withheld will
be deducted from the amount of cash dividends to determine the amount of
dividends to be reinvested.
15. Modification and Termination of Plan
Bancorp (through its Board of Directors) reserves the right to
suspend, modify or terminate the Plan, or the participation in the Plan by any
participant, at any time, including the right to suspend the optional cash
payment feature and dividend reinvestment feature of the Plan, as described in
Sections 4 and 5 hereof. All participants affected by such action shall receive
notice of any such suspension, modification or termination. Bancorp's right to
modify the Plan includes the right to increase or decrease the minimum and
maximum amounts of optional cash payments which may be made under the Plan and
to impose fees in connection with participation in the Plan. Revisions in such
minimum and maximum amounts and in the fee structure of the Plan will only be
made upon 30 days' prior notice to participants.
16. Fees and Commissions
Except as described in Sections 11 and 15, Bancorp shall pay all fees
and brokerage commissions in connection with the Plan.
<PAGE>
17. Interpretation
The Plan shall be interpreted and regulated by Bancorp. All such
interpretations and regulations shall be conclusive.
18. No Liability
In administering the Plan, Bancorp and the Plan Administrator
(including all of their officers, directors, employees and agents) will not be
liable for any act done in good faith or for any good faith omission to act,
including without limitation, any claim of 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 and any claim of liability with respect to
the prices at which shares are purchased for participants' accounts or the time
such purchases are made.
19. Termination or Resignation of Plan Administrator
Bancorp may terminate the Plan Administrator's services under the Plan
upon thirty (30) days prior written notice to the Plan Administrator. The Plan
Administrator may resign upon ninety (90) days' prior written notice to Bancorp.
20. Governing Law
The terms, conditions and operation of the Plan shall be governed by
the laws of the State of New Jersey.
EXHIBIT 4.4
<PAGE>
AUTHORIZATION TO PARTICIPATE IN THE AUTOMATIC
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
FOR STOCKHOLDERS OF LAKELAND BANCORP, INC.
To: First City Transfer Company
Plan Administrator
This will confirm that I have received the Prospectus describing the
Lakeland Bancorp, Inc. Automatic Dividend Reinvestment and Stock Purchase Plan
(the "Plan").
I wish to participate in the Plan and I hereby appoint you as my agent
and authorize Lakeland Bancorp, Inc. ("Lakeland") to pay to you for my account
all dividends payable to me on all shares of Lakeland's Common Stock that are
now or hereafter registered in my name.
I authorize you to apply all such dividends received by you and all
optional cash payments which I transmit to you to the purchase of full and
fractional shares of Lakeland Common Stock pursuant to the Plan.
I understand that your appointment as my agent is subject to the terms
and conditions of the Plan set forth in the Prospectus describing the Plan. I
further understand that dividends will be invested on all shares held in my Plan
account, subject to the termination provisions described in the Plan.
THIS IS NOT A PROXY
(Please sign on the reverse side of this card)
<PAGE>
If you desire to participate in the Lakeland Bancorp, Inc. Automatic
Dividend Reinvestment and Stock Purchase Plan, please sign and return this card
to:
First City Transfer Company
Dividend Reinvestment Plan
P.O. Box 170
Iselin, New Jersey 08830
Dated: ___________, _____
Please mark, sign, date and return
using the enclosed envelope
Account Number: ______________________
______________________________________
Please print name/names
______________________________________
Signature
______________________________________
Signature if held jointly
______________________________________
Social Security or Tax Identification
Number
Please sign exactly as your name appears hereon
THIS IS NOT A PROXY
EXHIBIT 5.1
<PAGE>
October 26, 1999
Lakeland Bancorp, Inc.
250 Oak Ridge Road
Oak Ridge, NJ 07437
Gentlemen:
You have requested our opinion, as your counsel, in connection with
the filing by Lakeland Bancorp, Inc. (the "Company") of a Registration Statement
on Form S-3 covering the registration of 300,000 additional shares of the
Company's Common Stock, no par value (the "Common Stock"), in connection with
the Lakeland Bancorp, Inc. Automatic Dividend Reinvestment and Stock Purchase
Plan (the "Plan").
We have examined and relied upon originals or copies, authenticated or
certified to our satisfaction, of all such corporate records of the Company,
communications or certifications of public officials, certificates of officers,
directors and representatives of the Company, and such other documents as we
have deemed relevant and necessary as the basis of the opinions expressed
herein. In making such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact contained
in the documents which we have examined, we are of the opinion that the shares
of Common Stock covered by the Registration Statement, will be , when issued in
accordance with the terms of the Plan, legally issued, fully paid and
non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and any amendment thereto, and to all references to our
firm included in or made part of the Registration Statement.
Very truly yours,
LOWENSTEIN SANDLER PC
By: /s/Laura R. Kuntz
Laura R. Kuntz
EXHIBIT 23.1
<PAGE>
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference of our report dated January
19, 1999, except for the last paragraph of Note A to consolidated financial
statements, as to which the date is July 15, 1999, on the consolidated financial
statements of Lakeland Bancorp, Inc. (the "Company") and Subsidiaries as of
December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998, in the Registration Statement on Form S-3 filed by the
Company. We further consent to the references to our Firm under the caption
"Experts" in the Registration Statement.
Radics & Co., LLC
Pine Brook, New Jersey
October 26, 1999
EXHIBIT 23.2
<PAGE>
Consent of Independent Certified Public Accountants
We have reissued our report dated January 8, 1999 accompanying the consolidated
financial statements (not presented separately) of Metropolitan State Bank and
Subsidiary (a wholly owned subsidiary of Lakeland Bancorp, Inc.) included in
Lakeland Bancorp, Inc.'s Form 8-K dated October 12, 1999 which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts".
Grant Thornton LLP
Philadelphia, Pennsylvania
October 22, 1999
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement on Form S-3 of our report dated
January 19, 1999, with respect to High Point Financial Corp.'s 1998 financial
statements which were previously included in Lakeland Bancorp Inc.'s Form 8-K
dated October 12, 1999 and to all references to our Firm in this Registration
Statement.
Arthur Andersen LLP
Roseland, New Jersey
October 20, 1999
EXHIBIT 23.4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement on Form S-3 of our report dated
January 23, 1997, with respect to Metropolitan State Bank's 1996 statements of
income, changes in shareholders' equity and cash flows for the year ended
December 31, 1996, which were previously included in Lakeland Bancorp Inc.'s
Form 8-K dated October 12, 1999 and to all references to our Firm in this
Registration Statement.
Arthur Andersen LLP
Roseland, New Jersey
October 20, 1999
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Lakeland Bancorp,
Inc. desire to authorize John W. Fredericks, Roger Bosma and Arthur L. Zande to
act as their attorneys-in-fact and agents, for the purpose of executing and
filing the registrant's registration statement described below, including all
amendments and supplements thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Fredericks, Roger Bosma and
Arthur L. Zande, and each of them, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign the
registrant's Registration Statement on Form S-3 registering 300,000 shares of
the Common Stock of Lakeland Bancorp, Inc. (the "Company") to be offered in
connection with the Company's Automatic Dividend Reinvestment and Stock Purchase
Plan, including any and all amendments and supplements to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto said 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said 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.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities as of the 8th day of September, 1999.
Signature Title
/s/ Robert B. Nicholson Director
(Robert B. Nicholson)
/s/ John W. Fredericks Director
(John W. Fredericks)
/s/ Bruce G. Bohuny Director
(Bruce G. Bohuny)
/s/ Mary Ann Deacon Director
(Mary Ann Deacon)
/s/ Mark J. Fredericks Director
(Mark J. Fredericks)
/s/ John Pier, Jr. Director
(John Pier, Jr.)
<PAGE>
/s/ Paul P. Lubertazzi Director
(Paul P. Lubertazzi)
/s/ Joseph E. O'Dowd Director
(Joseph E. O'Dowd)
/s/ Arthur L Zande Director, Vice President
(Arthur L. Zande) and Treasurer (Chief
Financial and Accounting
Officer)
/s/ Roger Bosma Director, Chief Executive
(Roger Bosma) Officer and President
/s/ Michael A. Dickerson Director
(Michael A. Dickerson)
/s/ Charles L. Tice Director
(Charles L. Tice)
/s/ George H. Guptill, Jr. Director
(George H. Guptill, Jr.)
