<PAGE>
As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
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)
Lakeland Bancorp, Inc. 2000 Equity Compensation Program
(Full title of the plan)
Roger Bosma
President and Chief Executive Officer
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
<TABLE>
<CAPTION>
Calculation of Registration Fee
=========================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 950,000 shares (1) $10.625 $10,093,750 $2,665
===========================================================================================================================
</TABLE>
(1) Plus such additional shares of common stock as may be issuable pursuant to
the anti-dilution provisions of the above-mentioned plan.
(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 Nasdaq National Market System on April 5,
2000.
================================================================================
<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:
. our Annual Report on Form 10-K for the year ended December 31, 1999;
and
. 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 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
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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
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
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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.
23.1 Independent Auditors' Consent of Grant Thornton LLP.
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
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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 facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. 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.
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(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.
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<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 6th day of
April, 2000.
LAKELAND BANCORP, INC.
By: /s/ Roger Bosma
----------------------------
Roger Bosma
President
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Roger Bosma Director, Chief Executive April 6, 2000
- -------------------------------------- Officer and President
(Roger Bosma)
/s/ Robert B. Nicholson* Director April 6, 2000
- --------------------------------------
(Robert B. Nicholson)
/s/ John W. Fredericks* Director April 6, 2000
- --------------------------------------
(John W. Fredericks)
______________________________________ Director
(Bruce G. Bohuny)
/s/ Mary Ann Deacon* Director April 6, 2000
- --------------------------------------
(Mary Ann Deacon)
/s/ Mark J. Fredericks* Director April 6, 2000
- --------------------------------------
(Mark J. Fredericks)
/s/ John Pier, Jr.* Director April 6, 2000
- --------------------------------------
(John Pier, Jr.)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Paul P. Lubertazzi* Director April 6, 2000
- --------------------------------------
(Paul P. Lubertazzi)
/s/ Joseph E. O'Dowd* Director April 6, 2000
- --------------------------------------
(Joseph E. O'Dowd)
/s/ Arthur L. Zande* Director April 6, 2000
- --------------------------------------
(Arthur L. Zande)
/s/ Michael A. Dickerson* Director April 6, 2000
- --------------------------------------
(Michael A. Dickerson)
/s/ Charles L. Tice* Director April 6, 2000
- --------------------------------------
(Charles L. Tice)
/s/ George H. Guptill, Jr.* Director April 6, 2000
- --------------------------------------
(George H. Guptill, Jr.)
/s/ Joseph F. Hurley* Executive Vice President April 6, 2000
- -------------------------------------- and Chief Financial Officer
(Joseph F. Hurley)
</TABLE>
*By:/s/ Roger Bosma
---------------
Roger Bosma
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
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 Grant Thornton LLP
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1
24.1 Power of Attorney
</TABLE>
<PAGE>
Exhibit 5.1
April 6, 2000
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 950,000 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 Lakeland Bancorp, Inc. 2000 Equity Compensation Program (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 after the Plan has
been approved by the Company's shareholders, 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 Plan, 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
-----------------------------
Laura R. Kuntz
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated January 14, 2000 (except for note 19, as to
which the date is March 8, 2000) accompanying the consolidated financial
statements of Lakeland Bancorp, Inc. and Subsidiaries appearing in the 1999
Annual Report on Form 10-K for the year ended December 31, 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.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
April 7, 2000
<PAGE>
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 Joseph Hurley 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
Joseph Hurley, 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 950,000 shares of
the Common Stock of Lakeland Bancorp, Inc. (the "Company") issuable upon the
exercise of stock options which may be granted under the Lakeland Bancorp, Inc.
2000 Equity Compensation Program, 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 9th day of February, 2000.
Signatures Title
/s/ Robert B. Nicholson Director
------------------------------
Robert B. Nicholson
/s/ John W. Fredericks Director
------------------------------
John W. Fredericks
______________________________ Director
Bruce G. Bohuny
/s/ Mary Ann Deacon Director
------------------------------
Mary Ann Deacon
<PAGE>
/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 P. O'Dowd Director
- --------------------------------
Joseph P. O'Dowd
/s/ Arthur L. Zande Director
- --------------------------------
Arthur L. Zande
/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.
/s/ Joseph F. Hurley Executive Vice President and Chief
- -------------------------------- Financial Officer
Joseph F. Hurley
