As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REGENT BANCSHARES CORP.
(Exact name of registrant as specified in its charter)
New Jersey 23-2440805
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1430 Walnut Street
Philadelphia, Pennsylvania 19102 19102
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(Address of Principal Executive Offices) (Zip Code)
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REGENT BANCSHARES CORP.
1997 EQUITY INCENTIVE PLAN
--------------------------
(Full title of plan)
--------------------
Robert B. Goldstein, President and Chief Executive Officer
Regent Bancshares Corp.
1430 Walnut Street
Philadelphia, Pennsylvania 19102
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(Name and address of agent for service)
(215) 546-6500
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(Telephone number, including area code,
of agent for service)
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Copy to:
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher LLP
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 380,000 shares $6.75 to $10.75 $2,705,000 $819.70
par value $.10
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 1997 Equity Incentive Plan.
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed as follows: (a) with respect to the 345,000 shares for which
options have been granted or reserved but not exercised as of the date
hereof, computed on the basis of $6.75 per share, the fair market value of
the shares underlying the options on the date of grant, and (b) with
respect to 35,000 shares for which options have not been granted, on the
basis of the average of the high and low prices of the Common Stock of
Regent on the Nasdaq Small-Cap Market on June 10, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of Regent Bancshares Corp.
("Regent") for the year ended December 31, 1996 as filed by Regent with the
Securities and Exchange Commission (the "Commission") on April 8, 1997.
(b) Regent's Form 10-Q Report for the quarter ended March 31, 1997 as
filed by Regent with the Commission on May 20, 1997.
(c) The description of Regent's Common Stock set forth in a
Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on March 3, 1989, as amended on May 9, 1989
and as declared effective on May 24, 1989, under the caption "Description of
Securities."
All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by
Regent prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Regent and its subsidiary,
Regent National Bank (the "Bank"), and the related consolidated statements of
operations, shareholders' equity and cash flow have been audited and reported on
by Arthur Andersen LLP, independent certified public accountants, for the four
years ended December 31, 1995 and by Grant Thornton LLP, independent certified
public accountants, for the year ended December 31, 1996, as indicated in their
reports
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<PAGE>
with respect thereto, and are incorporated by reference in reliance upon the
authority of said firms as experts in giving said reports.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for Regent by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. Stephen D. Teaford, a partner in the law firm of
Duane, Morris & Heckscher LLP, is the husband of Barbara H. Teaford, the
President and a director of the Bank. As of June 2, 1997, partners of the law
firm of Duane, Morris & Heckscher LLP owned 85,085 shares of Regent's Common
Stock, 15,782 shares of Regent's Series A Convertible Preferred Stock and 3,040
shares of Regent's Series E Convertible Preferred Stock.
Item 6. Indemnification of Directors and Officers.
Article VIII of Regent's By-laws requires Regent to indemnify its
officers and directors, including former officers and directors, and permits
Regent to indemnify its employees and agents, to the full extent permitted by
the New Jersey Business Corporation Act (the "NJBCA") and to pay and advance
expenses for matters covered by indemnification to the full extent permitted by
the NJBCA.
Section 14A:3-5 of the NJBCA gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (an "Agent") against expenses
and liabilities incurred in connection with certain proceedings, involving the
Agent by reason of his or her being or having been such an Agent, provided that
with regard to a proceeding other than one by or in the right of the
corporation, the Agent must have acted in good faith and in a manner the Agent
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such Agent had no
reasonable cause to believe his or her conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, conviction or upon plea of nolo
contendere or its equivalent does not of itself create a presumption that any
such Agent failed to meet the applicable standards of conduct. The indemnifi-
cation provided by the NJBCA does not exclude any rights to which an Agent may
be entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders or otherwise. No indemnification, other than that required when an
Agent is successful on the merits or otherwise in any of the above proceedings,
shall be allowed if such indemnification would be inconsistent with a provision
of the certificate of incorporation, a by-law or a resolution of the board of
directors or of the stockholders, an agreement or other proper corporate action
in effect at the time of the accrual of the alleged cause of action which
prohibits, limits or otherwise conditions the exercise of indemnification powers
by the corporation or the rights of indemnification to which an Agent may be
entitled.
Regent provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of Regent up to an aggregate of
$5,000,000 inclusive of defense costs, expenses and charges.
In addition, as permitted by the NJBCA, Article Seventh of Regent's
Certificate of Incorporation provides that no director of Regent shall incur
personal liability to Regent or its stockholders for damages for breach of any
duty owed to Regent or its stockholders; provided,
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<PAGE>
however, that this provision does not eliminate or limit the liability of a
director for (i) any breach of the director's duty of loyalty to Regent or its
stockholders; (ii) acts or omissions not in good faith or which involve a
knowing violation of law or (iii) any transaction from which the director
derived an improper personal benefit.
The employment agreements among Regent, the Bank and each of Robert B.
Goldstein and Joel E. Hyman (individually, the "Executive") include a provision
providing for indemnification, to the fullest extent permitted by law, for any
and all liabilities to which the Executive or his estate may be subject as a
result of, in connection with or arising out of his service as an employee, an
officer or a director of Regent or the Bank under such employment agreement or
his service as an employee, officer or director of another enterprise at the
request of Regent or the Bank, as well as the costs and expenses, including
attorneys' fees, of any legal action brought or threatened to be brought against
the Executive or Regent or the Bank as a result of, in connection with or
arising out of such employment. In addition, each employment agreement further
provides that Regent and the Bank will advance professional fees and
disbursements to the Executive in connection with any such legal action,
provided that the Executive delivers to Regent and the Bank his undertaking to
repay any expenses so advanced in the event it is ultimately determined that the
Executive is not entitled to indemnification against such expenses. Expenses
reasonably incurred by the Executive in successfully establishing the right to
indemnification or advancement of expenses, in whole or in part, pursuant to
the employment agreements, must also be indemnified by Regent and the Bank. The
Executive is entitled also to the full protection of any insurance policies
which Regent or the Bank may elect to maintain generally for the benefit of
their respective directors and officers. The rights granted under the employment
agreements survive the termination of such employment agreements.
Item 7. Exemption from Registration Claimed.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
(4) Regent Bancshares Corp. 1997 Equity Incentive Plan.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23)(A) Consent of Duane, Morris & Heckscher LLP (included in their opinion
filed as Exhibit 5).
(23)(B) Consent of Grant Thornton LLP.
(23)(C) Consent of Arthur Andersen LLP.
(24) Power of Attorney (see page II-5 of this Registration Statement).
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<PAGE>
Item 9. Undertakings.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(b) that for purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offer thereof; and
(c) 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.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
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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 Philadelphia, Pennsylvania on May 28, 1997.
REGENT BANCSHARES CORP.
By:/s/ Robert B. Goldstein
-----------------------
Robert B. Goldstein, President and
Chief Executive Officer
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Robert B. Goldstein and Joel E. Hyman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David W. Ring Chairman of the Board May 28, 1997
- ------------------------------------ and Director
David W. Ring
/s/ Robert B. Goldstein President, Chief Executive May 28, 1997
- ------------------------------ Officer and Director
Robert B. Goldstein (principal executive officer)
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<PAGE>
/s/ Joel E. Hyman Executive Vice President, May 28, 1997
- ------------------------------ Chief Financial Officer and
Joel E. Hyman Treasurer (principal
financial and accounting
officer)
/s/ O. Francis Biondi Director May 28, 1997
- ------------------------------------
O. Francis Biondi
/s/ Abraham L. Bettinger Director May 28, 1997
- ------------------------------------
Abraham L. Bettinger
/s/ John J. Lyons Director May 28, 1997
- ------------------------------------
John J. Lyons
/s/ John W. Rose Director May 28, 1997
- ------------------------------------
John W. Rose
</TABLE>
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<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<C> <C> <C>
(4) Regent Bancshares Corp. 1997 Equity Incentive Plan.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23)(A) Consent of Duane, Morris & Heckscher LLP (included in their opinion
filed as Exhibit 5).
(23)(B) Consent of Grant Thornton LLP.
(23)(C) Consent of Arthur Andersen LLP.
(24) Power of Attorney (see page II-5 of this Registration Statement).
</TABLE>
II-7
EXHIBIT (4)
<PAGE>
REGENT BANCSHARES CORP.
1997 EQUITY INCENTIVE PLAN
Regent Bancshares Corp., a New Jersey corporation and bank holding
company ("Regent"), hereby sets forth the Regent Bancshares Corp. 1997 Equity
Incentive Plan (the "Plan"). The Plan provides for the grant of non-qualified
stock options ("Options") to officers, directors, employees and consultants of
Regent or its subsidiary, Regent National Bank, a national banking association
(the "Bank").
1. Purpose. The purpose of the Plan is to further the growth,
development and financial success of Regent and the Bank by providing additional
incentives to officers, directors, employees and consultants of Regent and of
the Bank, which will enable them to participate directly in the growth of the
value of the capital stock of Regent. Regent intends that the Plan will
facilitate securing, retaining and motivating officers, directors, employees and
consultants of high caliber and potential. To accomplish these purposes, the
Plan provides a means whereby officers, directors, employees and consultants of
Regent and of the Bank may receive Options to purchase shares of Regent's Common
Stock, par value $.10 per share (the "Common Stock").
2. Administration.
(a) Administration by the Board. The Plan shall be administered by the
Board of Directors of Regent (the "Board"), which, in its discretion, may
appoint a committee (the "Committee") of at least two non-employee directors of
Regent, as that term is defined in Rule 16b-3(b)(3)(i) of the Securities
Exchange Act of 1934 (the "1934 Act"), to administer the Plan in lieu of the
Board, subject to the ultimate authority of the Board to administer the Plan. If
the Board appoints a Committee, the Board, from time to time, may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, or remove all members of the Committee and thereafter
directly administer the Plan.
(b) Authority of the Board. The Board shall have full and final
authority, in its sole discretion, to interpret the provisions of the Plan and
to decide all questions of fact arising in its application and to make all other
determinations necessary or advisable for the administration of the Plan. All
decisions, determinations and interpretations of the Board shall be final and
binding on all holders of Options granted under the Plan and their successors in
interest. The Board shall determine the officers, directors, employees or
consultants to whom Options are to be granted, the type, amount, size, and terms
of each such grant and the time or times when Options are to be exercisable.
Members of the Board shall not receive any compensation for their services in
administering the Plan, but all expenses and liabilities they incur in
connection with the administration of the Plan shall be borne by Regent. No
member of the Board or of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan, and all members of the Board and of the Committee shall be fully protected
and indemnified by Regent in respect to any such action, determination or
interpretation.
<PAGE>
3. Grant of Options.
(a) Limitations. The number of shares of Common Stock available under
the Plan for issuance pursuant to Options is 380,000 shares of Common Stock in
the aggregate. Such shares may be authorized and unissued shares or shares
issued and subsequently reacquired by Regent. Except as otherwise provided
herein, any shares subject to an Option that for any reason expires or is
terminated unexercised as to such shares shall again be available under the
Plan.
(b) Eligibility To Receive Options. Officers, directors, employees and
consultants of Regent and of the Bank shall be eligible to receive Options under
the Plan as determined by the Board in its sole discretion.
(c) Type of Options. Grants may be made at any time and from time to
time by the Board in the form of Options to purchase shares of Common Stock.
Options granted hereunder are not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or any amendment or substitute thereto.
(d) Option Agreements. Options for the purchase of Common Stock shall
be evidenced by written agreements in such form not inconsistent with the Plan
as the Board shall approve from time to time. The Options granted hereunder may
be evidenced by a single agreement or by multiple agreements, as determined by
the Board in its sole discretion. Each option agreement shall contain in
substance the following terms and conditions:
(i) Exercise Price. Each option agreement shall set forth the
exercise price of the Common Stock purchasable upon the exercise of the Option
evidenced thereby. The exercise price of the Common Stock subject to an Option
shall be not less than 100% of the fair market value of such stock on the date
the Option is granted, as determined by the Board but in no event less than the
par value of such stock. For this purpose, fair market value on any date shall
mean the closing price of the Common Stock as reported in The Wall Street
Journal or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation System ("Nasdaq"), or if
the Common Stock is not reported by Nasdaq, the fair market value shall be as
determined by the Board.
(ii) Exercise Term. Each Option shall state the period or periods
of time within which the Option may be exercised, in whole or in part, as
determined by the Board, provided that no Option shall be exercisable after five
years from the date of grant thereof. The Board shall have the power to permit
an acceleration of exercise terms upon such circumstances and subject to such
terms and conditions as the Board deems appropriate in its sole discretion.
(iii) Substitution of Options. Options may be granted under the
Plan from time to time in substitution for stock options held by officers,
directors, employees or consultants of other financial institutions or
corporations who are about to become, and who do concurrently with the grant of
such options become, officers, directors, employees or consultants of Regent or
of the Bank as a result of a merger or consolidation of such financial
institution or corporation with Regent or the Bank, or the acquisition by Regent
or the Bank of the assets of such financial institution or corporation or the
acquisition by Regent or the Bank of stock of such financial institution or
corporation. The terms and conditions of the substitute Options so granted may
vary
<PAGE>
from the terms and conditions set forth in this Section 3 to such extent as the
Board at the time of grant may deem appropriate to conform, in whole or in part,
to the provisions of the stock options in substitution for which Options are
granted.
4. Date of Grant. The date on which an Option shall be deemed to have
been granted under the Plan shall be the date of the Board's authorization of
the Option or such later date as may be determined by the Board at the time the
Option is authorized. Notice of the determination shall be given to each
individual to whom an Option is so granted within a reasonable time after the
date of such grant.
5. Manner of Exercise. Options may be exercised in whole or in part,
from time to time, by giving written notice of exercise to the Chief Financial
Officer of Regent, specifying the number of shares to be purchased. The exercise
price of the shares with respect to which an Option is exercised shall be
payable in full with the notice of exercise in cash, Common Stock at fair market
value or a combination thereof, as the Board may determine from time to time and
subject to such terms and conditions as may be prescribed by the Board for such
purpose. The Board may also, in its discretion and subject to prior notification
to Regent by an optionee, permit an optionee to enter into an agreement with
Regent's transfer agent or a brokerage firm of national standing whereby the
optionee will simultaneously exercise the Option and sell the shares acquired
thereby through Regent's transfer agent or such a brokerage firm and either
Regent's transfer agent or the brokerage firm executing the sale will remit to
Regent from the proceeds of sale the exercise price of the shares as to which
the Option has been exercised. Regent shall not be required to issue fractional
shares on exercise of an Option.
6. Rights upon Termination of Service. In the event an optionee ceases
to be an officer, director, employee or consultant of Regent or the Bank for any
reason other than death, total disability (within the meaning of Section
72(m)(7) of the Code) or retirement, the optionee shall have the right to
exercise the Option during its term within a period of three months after such
termination to the extent that the Option was exercisable at the time of
termination, or within such other period, and subject to such other or different
terms and conditions, as may be specified by the Board in a written agreement
evidencing an Option. In the event that an optionee dies, retires or becomes
totally disabled prior to the expiration of his or her Option and without having
fully exercised such Option, the optionee or the optionee's successor in
interest shall have the right to exercise the Option during its term within a
period of one year after such termination due to death, retirement or total
disability to the extent that the Option was exercisable at the time of such
termination or within such other period, and subject to such other or different
terms and conditions, as may be specified by the Board in a written agreement
evidencing an Option. As used in this Section 6, "retirement" means a
termination of employment by reason of an optionee's retirement at or after the
optionee's earliest permissible retirement date pursuant to and in accordance
with Regent's regular retirement plan or personnel practices.
7. General Restrictions. Each Option granted under the Plan shall be
subject to the requirement that if at any time the Board shall determine that
(i) the listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body,
or (iii) the satisfaction of any tax withholding obligation or (iv) an agreement
by the recipient of an Option with respect to the disposition of shares of
Common Stock is
<PAGE>
necessary or desirable as a condition of or in connection with the granting of
such Option or the issuance or purchase of shares of Common Stock thereunder,
such Option shall not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Board.
8. Rights of a Stockholder. The recipient of any Option under the Plan,
unless otherwise provided by the Plan, shall have no rights as a stockholder
unless and until certificates for shares of Common Stock are issued and
delivered to such recipient.
9. Right to Terminate Employment. Nothing contained in the Plan or in
any option agreement entered into pursuant to the Plan shall confer upon any
optionee the right to continue in the employment or service of Regent or the
Bank or affect any right that Regent or the Bank may have to terminate the
service or employment of such optionee.
10. Withholding. Whenever Regent proposes or is required to issue or
transfer shares of Common Stock under the Plan, Regent shall have the right to
require the recipient to remit to Regent an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. If and to the extent authorized
by the Board, in its sole discretion, an optionee may make an election, by means
of a form of election to be prescribed by the Board, to have shares of Common
Stock that are acquired upon exercise of an Option withheld by Regent or to
tender other shares of Common Stock of Regent owned by the optionee to Regent at
the time of exercise of an Option to pay the amount of tax that would otherwise
be required by law to be withheld by Regent as a result of any exercise of an
Option. Any such election shall be irrevocable and shall be subject to
termination by Regent, in its sole discretion, at any time. Any securities so
withheld or tendered will be valued by the Board at the fair market value
thereof as of the date of exercise.
11. Assignability. Options under the Plan shall be assignable and
transferable by the recipient thereof to the extent that the agreement
evidencing such Option expressly so indicates. Regent shall not be required to
recognize any such transfer or assignment until written notice thereof, signed
by the holder of the Option, is delivered to Regent. Unless otherwise
transferred or assigned, the Option shall be exercisable only by the recipient
or by the recipient's guardian or legal representative during the life of the
recipient.
12. Non-Uniform Determinations. Determinations by the Board under the
Plan (including, without limitation, determinations of the persons to receive
Options, the form, amount and timing of such grants, the terms and provisions of
Options, and the agreements evidencing same) need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, grants of
Options under the Plan whether or not such persons are similarly situated.
13. Adjustments.
(a) Changes in Capitalization. Subject to any required action by
the stockholders of Regent, the number of shares of Common Stock covered by each
outstanding Option and the number of shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Common Stock covered
<PAGE>
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consider
ation by Regent; provided, however, that conversion of any securities
convertible into or exchange able for Common Stock of Regent shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein or in an agreement
evidencing an Option, no issuance by Regent of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Common Stock subject to an Option or the exercise price thereof.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of Regent, all outstanding Options will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. The Board may, in the exercise of its discretion in such
instances, declare that any Option shall terminate as of a date fixed by the
Board and give each Option holder the right to exercise his or her Option as to
all or any part of the shares of Common Stock covered by the Option, including
shares as to which the Option would not otherwise then be exercisable.
(c) Sale or Merger. In the event of a proposed sale of all or
substantially all of the assets of Regent, or the merger of Regent with or into
another corporation, the Board, in the exercise of its sole discretion, may take
such action as it deems desirable, including, but not limited to: (i) causing an
Option to be assumed or an equivalent option to be substituted by the successor
corporation or a parent or subsidiary of such successor corporation, (ii)
providing that each Option holder shall have the right to exercise his or her
Option as to all of the shares of Common Stock covered by the Option, including
shares as to which the Option would not otherwise then be exercisable or (iii)
declaring that an Option shall terminate at a date fixed by the Board, provided
that the Option holder is given notice thereof and opportunity to exercise the
then exercisable portion of his or her Option prior to such date.
14. Rights Upon Change in Control. In the event of a Change of Control
of Regent, the Board may, in its absolute discretion and upon such terms and
conditions as it deems appropriate, provide, by resolution adopted prior to such
Change in Control, that at some time prior to the effective date of such Change
in Control, that all Options granted pursuant to the Plan shall become
immediately exercisable as to all of the shares covered thereby, notwithstanding
any other provision contained herein or in the option agreements. As used
herein, "Change of Control" shall mean (a) the acquisition of shares of Regent
(or of the Bank if the Bank is a successor to Regent) by any "person" or "group"
(as such terms are used in Rule 13d-3 under the 1934 Act as now or hereafter
amended) in a transaction or series of transactions, but excluding any exchange
of common stock of the Bank for Common Stock of Regent, that result in such
person or group directly or indirectly first owning beneficially more than 35%
of Regent's Common Stock (or of the Bank if the Bank is a successor to Regent)
after May 28, 1997, (b) the consummation of a merger or other business
combination after which the holders of voting capital stock of Regent and the
Bank do not collectively own 50% or more of the voting capital stock of the
entity surviving such merger or other business combination or the sale, lease,
exchange or other transfer
<PAGE>
in a transaction or series of transactions of all or substantially all of the
assets of the Bank, but excluding therefrom the sale and reinvestment of the
Bank's investment portfolio or (c) as the result of or in connection with any
cash tender offer or exchange offer, merger or other business combination, sale
of assets or contested election of directors or any combination of the foregoing
transactions (a "Transaction"), other than a Transaction between the Bank and
Regent, the persons who constituted a majority of the members of the Boards of
Directors of Regent and the Bank on May 28, 1997 and persons whose election as
members of the Boards of Directors of Regent and the Bank was approved by such
members then still in office or whose election was previously so approved after
May 28, 1997, but before the event that constitutes a Change of Control, no
longer constitute such a majority of the members of the Boards of Directors of
Regent and the Bank then in office. A Transaction constituting a Change in
Control shall only be deemed to have occurred upon the closing of the
Transaction.
15. Amendment, Suspension or Termination of the Plan. The Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board, subject to any required stockholder
approval or any stockholder approval that the Board may deem advisable for any
reason, such as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying any
applicable stock exchange or automated quotation system listing requirements.
The Board may not, without the consent of the holder of an Option, alter or
impair any Option previously granted under the Plan, except as specifically
authorized herein.
16. Reservation of Shares. Regent, during the term of the Plan, will at
all times reserve and keep available such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the Plan. The inability of
Regent to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by Regent's counsel to be necessary to the lawful issuance
and sale of any shares hereunder, shall relieve Regent of any liability for the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained.
17. Effect on Other Plans. Participation in the Plan shall not affect
an optionee's eligibility to participate in any other benefit or incentive plan
of Regent or the Bank. Any Options granted pursuant to the Plan shall not be
used in determining the benefits provided under any other plan of Regent or of
the Bank unless specifically provided.
18. Duration of the Plan. The Plan shall remain in effect until all
Options granted under the Plan have been satisfied by the issuance of shares or
expired, but no Option shall be granted after March 25, 2007.
19. Forfeiture for Dishonesty. Notwithstanding anything to the contrary
in the Plan, if the Board finds, by a majority vote, after full consideration of
the facts presented on behalf of both Regent and any optionee, that an optionee
has been engaged in fraud, embezzlement, theft, commission of a felony or
dishonest conduct in the course of such optionee's employment, service or
retention by Regent or the Bank that damaged Regent or the Bank or that the
optionee has disclosed confidential information of Regent or the Bank, such
optionee shall forfeit all unexercised Options and all exercised Options under
which Regent has not yet delivered the certificates, provided that Regent shall
return to the optionee any exercise price theretofore paid by the optionee to
Regent. The decision of the Board in interpreting and applying the provisions of
this
<PAGE>
Section 19 shall be final. No decision of the Board, however, shall affect the
finality of the discharge or termination of such optionee by Regent or by the
Bank in any manner.
20. No Prohibition on Corporate Action. No provision of the Plan shall
be construed to prevent Regent or the Bank, or any officer or director of Regent
or the Bank, from taking any action deemed by Regent, the Bank or such officer
or director to be appropriate or in the best interest of Regent or of the Bank,
whether or not such action could have an adverse effect on the Plan or any
Options granted hereunder, and no optionee or optionee's successor in interest
shall have any claim against Regent or the Bank, or any officer or director of
Regent or the Bank or member of the Committee as a result of the taking of such
action.
21. Indemnification. With respect to the administration of the Plan,
Regent shall indemnify each present and future member of the Board and the
Committee against, and each member of the Board and the Committee shall be
entitled, without further action on such member's part, to indemnity from Regent
for all expenses, including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to Regent itself, reasonably incurred by the member in
connection with or arising out of any action, suit or proceeding in which the
member may be involved by reason of his or her being or having been a member of
the Board or of the Committee, whether or not he or she continues to be such
member at the time of incurring such expenses; provided, however, that such
indemnity shall not include any expenses incurred by any such member of the
Board or of the Committee (a) in respect of matters as to which he or she shall
be finally adjudged in any such action, suit or proceeding to have been guilty
of gross negligence or willful misconduct in the performance of his or her duty
as such member of the Board or such Committee or (b) in respect of any matter in
which any settlement is effected for an amount in excess of the amount approved
by Regent on the advice of its legal counsel; and provided further that no right
of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Board or of the Committee unless,
within 60 days after institution of any such action, suit or proceeding, he or
she shall have offered Regent in writing the opportunity to defend such action,
suit or proceeding at its own expense. The foregoing right of indemnification
shall inure to the benefit of the heirs, executors or administrators of each
such member of the Board and of the Committee and shall be in addition to all
other rights to which such member may be entitled as a matter of law, contract
or otherwise.
22. Miscellaneous Provisions.
(a) Compliance with Plan Provisions. No optionee or other person
shall have any right with respect to the Plan, the Common Stock reserved for
issuance under the Plan or in any Option until a written option agreement shall
have been executed on behalf of Regent and by the optionee and all the terms,
conditions and provisions of the Plan and the Option applicable to such
optionee, and each person claiming under or through such optionee, have been
met.
(b) Approval of Counsel. In the discretion of the Board, no shares
of Common Stock, other securities or property of Regent or other forms of
payment shall be issued hereunder with respect to any Option unless counsel for
Regent shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign legal, securities exchange and
other applicable requirements.
<PAGE>
(c) Effects of Acceptance. By accepting any Option under the Plan,
each optionee and each person claiming under or through such optionee shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by Regent or its officers, the
Board or the Committee.
(d) Compliance with Rule 16b-3. To the extent that Rule 16b-3 under
the 1934 Act applies to Options granted under the Plan, it is the intention of
Regent that the Plan comply in all respects with the requirements of Rule 16b-3,
that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that, if the Plan shall not so
comply, whether on the date of adoption or by reason of any later amendment to
or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed to
have been automatically amended so as to bring the provisions of the Plan into
full compliance with such Rule.
23. Stockholder Approval. No Option may be exercised until the Plan
shall have been approved by the affirmative vote of the holders of a majority of
the shares of Regent's outstanding Common Stock and Series A Convertible
Preferred Stock present or represented and entitled to vote at a duly convened
meeting of stockholders.
24. Titles. Titles are provided herein for convenience of reference
only and are not to serve as a basis for interpretation or construction of the
Plan.
Date of adoption by the Board of Directors: March 26, 1997
Date of adoption by the stockholders: May 28, 1997
<PAGE>
EXHIBIT (5)
<PAGE>
[Duane, Morris & Heckscher LLP letterhead]
June 10, 1997
The Board of Directors of
Regent Bancshares Corp.
1430 Walnut Street
Philadelphia, PA 19102
Gentlemen:
We have acted as counsel to Regent Bancshares Corp. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to 380,000 shares (the "Shares") of Common Stock, $.10
par value, of the Company, pursuant to the Company's 1997 Equity Incentive Plan
(the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan, will be
duly authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement and to the reference to us under the heading "Interests of Named
Experts and Counsel" in such Registration Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER LLP
By:/s/ Frederick W. Dreher
-----------------------
FWD:PKS A Partner
<PAGE>
EXHIBIT (23)(B)
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 27, 1997 (except for Note 18, as to which
the date is March 31, 1997), accompanying the consolidated financial statements
of Regent Bancshares Corp. and Subsidiary appearing in the Annual Report on
Form 10-K for the year ended December 31, 1996 which is included 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
June 12, 1997
EXHIBIT (23)(C)
<PAGE>
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 23, 1996
included in Regent Bancshares Corp.'s Form 10-K for the year ended December 31,
1996, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
June 11, 1997
<PAGE>
