As filed with the Securites and Exchange Commission on October 14, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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
(Address of principal executive offices; zip code)
High Point Financial Corp. Stock Options
(Full title of the plan)
John W. Fredericks
Chairman of the Board
Lakeland Bancorp, Inc.
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(973) 697-2000
(Name, address 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
Calculation of Registration Fee
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Title of Proposed Proposed Maximum Amount of
Securities to Amount to be Maximum Offering Aggregate Registration
be Registered Registered Price per Share (2) Offering Price (2) Fee
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- --------------------------------------------------------------------------------
Common Stock,
no par value 99,600 shares(1) $12.50 $1,245,000 $347
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(1) Plus such additional shares of common stock as may be issuable pursuant to
the anti-dilution provisions of the above-mentioned options.
(2) 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 11, 1999.
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<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important information to
you by referring you to another document filed by us with the SEC. 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 hereby 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, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. In addition, we
also 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:
o our Annual Report on Form 10-K for the year ended December 31,
1998, as amended;
o our Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999;
o 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
o the description of our common stock contained in our Registration
Statement on Form S-4 declared effective by the SEC on June 8,
1999.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. 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
<PAGE>
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
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
<PAGE>
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.
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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. 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.
5.1 Opinion of Lowenstein Sandler PC.
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23.1 Independent Auditors' Consent of Radics & Co., LLC.
23.2 Independent Auditors' Consent of Grant Thornton LLP.
23.3 Independent Auditors' Consent of Arthur Andersen LLP.
23.4 Independent Auditors' Consent of Arthur Andersen LLP.
23.5 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
24.1 Power of Attorney.
Item 9. 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.
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(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
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Oak Ridge, State of New Jersey, on the 12th 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 dates indicated.
Signature Capacity Date
/s/ Robert B. Nicholson* Director October 12, 1999
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(Robert B. Nicholson)
/s/ John W. Fredericks Director October 12, 1999
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(John W. Fredericks)
/s/ Bruce G. Bohuny* Director October 12, 1999
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(Bruce G. Bohuny)
/s/ Mary Ann Deacon* Director October 12, 1999
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(Mary Ann Deacon
/s/ Mark J. Fredericks* Director October 12, 1999
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(Mark J. Fredericks)
/s/ John Pier, Jr.* Director October 12, 1999
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(John Pier, Jr.)
/s/ Paul P. Lubertazzi* Director October 12, 1999
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(Paul P. Lubertazzi)
<PAGE>
/s/ Joseph E. O'Dowd* Director October 12, 1999
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(Joseph E. O'Dowd)
/s/ Arthur L Zande* Director, Vice President and October 12, 1999
- ------------------------ Treasurer (Chief Financial and
(Arthur L. Zande) Accounting Officer)
/s/ Roger Bosma* Director, Chief Executive October 12, 1999
- ------------------------ Officer and President
(Roger Bosma)
/s/ Michael A. Dickerson* Director October 12, 1999
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(Michael A. Dickerson)
/s/ Charles L. Tice* Director October 12, 1999
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(Charles L. Tice)
/s/ George H. Guptill, Jr.* Director October 12, 1999
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(George H. Guptill, Jr.)
*By:/s/ John W. Fredericks
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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)
5.1 Opinion of Lowenstein Sandler PC
23.1 Independent Auditors' Consent of Radics & Co., LLC
23.2 Independent Auditors' Consent of Grant Thornton LLP
23.3 Independent Auditors' Consent of Arthur Andersen LLP
23.4 Independent Auditors' Consent of Arthur Andersen LLP
23.5 Consent of Lowenstein Sandler PC is included in Exhibit 5.1
24.1 Power of Attorney
Exhibit 5.1
October 12, 1999
Lakeland Bancorp, Inc.
250 Oak Ridge Road
Oak Ridge, New Jersey 07438
Gentlemen:
You have requested our opinion in connection with the registration with the
SEC under the Securities Act of 1933 (the "Act") of 99,600 shares of Common
Stock, no par value ("Common Stock"), of Lakeland Bancorp, Inc. (the "Company")
on a registration statement on Form S-8 (the "Registration Statement").
The shares of Common Stock to which the Registration Statement relates are
issuable pursuant to the replacement options granted in accordance with the
consummation of the Agreement and Plan of Merger, dated as of December 7, 1998
("Agreement"), between the Company and High Point Financial Corp. (the "New
Options").
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, when paid for in full by
the participants in accordance with the terms of the New Options, will be, when
issued, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto.
Very truly yours,
LOWENSTEIN SANDLER PC
By: /s/ Laura R. Kuntz
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Laura R. Kuntz
Exhibit 23.1
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-8 filed
by the Company.
Radics & Co., LLC
Pine Brook, New Jersey
October 11, 1999
Exhibit 23.2
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.
Grant Thornton LLP
Philadelphia, Pennsylvania
October 12, 1999
Exhibit 23.3
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference into this Registration Statement on Form S-8 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 12, 1999
Exhibit 23.4
Consent of Independent Certified Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference into this Registration Statement on Form S-8 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 12, 1999
Exhibit 24.1
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-8 registering 99,600 shares of the
Common Stock of Lakeland Bancorp, Inc. (the "Company") issuable upon the
exercise of certain stock options granted under various stock option plans of
High Point Financial Corp., which options the Company assumed when it acquired
High Point on July 15, 1999, 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 Securities and Exchange
Commission, 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 11th day of August, 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)
<PAGE>
/s/ Mary Ann Deacon Director
- -----------------------
(Mary Ann Deacon)
/s/ Mark J. Fredericks Director
- -----------------------
(Mark J. Fredericks)
/s/ John Pier, Jr. Director
- -----------------------
(John Pier, Jr.)
/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 and
- ----------------------- Treasurer (Chief Financial and
(Arthur L. Zande) Accounting Officer)
/s/ Roger Bosma Director, Chief Executive
- ----------------------- Officer and President
(Roger Bosma)
/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.)
