<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
PRESTIGE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-3216510
- - ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Robert J. Jablonski, CEO
One Royal Road One Royal Road
P.O. Box 2480 P.O. Box 2480
Flemington, New Jersey 08822 Flemington, New Jersey 08822
(908) 806-6200 (908) 806-6200
- - ------------------------------- -----------------------------
(Address and telephone number (Name, address and telephone
of registrant's principal number of agent for service)
executive offices)
Copies To:
Karen L. Witt, Esq.
Rothgerber Johnson & Lyons LLP
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
----------------------
Approximate date of commencement of proposed sale to the public: As
soon as practical after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /X/
----------------------
If any of these securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
----------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount Offering Aggregate Amount
of Securities to be to be Price Offering of
Registered Registered Per Unit Price Registration Fee
- - ------------------- ----------------- --------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 39,484 shares (1) $15.00(2) $592,260(2) $174.72
par value
</TABLE>
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, the
number of securities covered by this registration statement shall be
adjusted to cover any additional securities resulting from a stock split,
stock dividend or similar capital adjustment of the registered securities
during the effective period of this registration statement.
(2) Based upon the average of the high and low prices of the registrant's
Common Stock reported in the consolidated reporting system as of
September 22, 1998, pursuant to Rule 457(c) under the Securities Act of
1933.
<PAGE>
Prospectus
39,484 Shares
PRESTIGE FINANCIAL CORP.
One Royal Road
P.O. Box 2480
Flemington, New Jersey 08822
(908) 806-6200
Common Stock
($.01 Par Value)
DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
The Prestige Financial Corp. Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") provides holders of shares of Prestige Financial
Corp. Common Stock ("Prestige Common Stock") with a simple and convenient
method of purchasing additional shares of Prestige Common Stock without
payment of any brokerage commissions or service charges. Any holder of
record of shares of Prestige Common Stock is eligible to participate in the
Plan.
This Prospectus relates to 39,484 shares of Common Stock ($0.01 par
value) of Prestige Financial Corp. offered for purchase under the Plan.
The shares to be issued under the Plan and to which this Prospectus
relates may be newly issued shares or shares purchased in the open market.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 29, 1998.
<PAGE>
AVAILABLE INFORMATION
Prestige Financial Corp. ("Prestige") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by Prestige with the
Commission can be inspected without charge at the Public Reference Section of
the Commission in Washington, D.C., located at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission
at prescribed rates, or from the Commission's Internet web site at
http://www.sec.gov.
Prestige has filed with the Commission a Registration Statement (the
"Registration Statement") under the Securities Act of 1933 with respect to
the shares to which this Prospectus relates. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all the
information set forth in the Registration Statement. For further information
with respect to Prestige and the shares offered hereby, reference is made to
the Registration Statement, including the exhibits thereto, which may be
obtained from the Public Reference Section of the Commission or at the other
regional offices referred to above.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Prestige with the Commission
and are incorporated herein by reference:
(1) Prestige's Annual Report on Form 10-K for the year ended December
31, 1997.
(2) Prestige's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, and June 30, 1998.
(3) The description of Prestige Common Stock contained in Prestige's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934
filed with the Commission on August 5, 1993, Registration No. 0-22186, and
any amendment or reports filed for the purpose of updating such description
filed subsequent to the date of this Prospectus and prior to the termination
of the offering of Prestige Common Stock.
(4) Prestige's Form S-3 Registration Statement No. 33-96202 effective
in August 1995.
All documents filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the termination of the offering made hereby, shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein or in any prospectus supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
Prestige will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all information that has been
incorporated by reference in this Prospectus. Such request should be
directed to the Secretary of the Company at One Royal Road, P.O. Box 2480,
Flemington, New Jersey 08822, phone number (908) 806-6200.
THE CORPORATION
Information concerning Prestige and its subsidiaries is included in the
documents incorporated herein by reference. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
THE PLAN
Information concerning the Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") of Prestige is included in the documents
incorporated herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
3
<PAGE>
USE OF PROCEEDS
The proceeds from the sale by Prestige of Prestige Common Stock offered
pursuant to the Plan will be used for general corporate purposes, including
investments in, or extensions of credit to Prestige's subsidiary, Prestige
State Bank. Prestige has no basis for estimating either the number of shares
that ultimately will be issued under the Plan or the prices at which such
shares will be sold.
REGULATORY CONSIDERATIONS
Prestige is a legal entity separate and distinct from its subsidiary
bank. Accordingly, the right of Prestige, and thus the right of its
stockholders and creditors, to participate in any distribution of the assets
or earnings of the subsidiary is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Prestige
itself as a creditor may be recognized. There are also legal limitations on
the extent to which Prestige's subsidiary bank can lend or otherwise supply
funds to Prestige.
LEGAL OPINIONS
The law firm of Rothgerber Johnson & Lyons LLP, Suite 3000, 1200 17th
Street, Denver, Colorado 80202, has served as special counsel to Prestige in
the preparation of the Registration Statement relating to the shares of
Prestige Common Stock offered hereby and has passed upon the legality of the
Common Stock to be issued hereby. No members of this law firm own stock of
Prestige or are employed on a contingent basis by Prestige.
EXPERTS
The consolidated financial statements of Prestige as of December 31,
1997, and 1996, and for each of the years in the three-year period ended
December 31, 1997, included in Prestige's Annual Report on Form 10-K for the
year ended December 31, 1997, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein
and upon the authority of said Firm as "Experts" in accounting and auditing.
INDEMNIFICATION
Article 6 of the Bylaws of the Company provide for indemnification of
directors, officers, employees and agents of the Company under certain
circumstances which may include liability arising under the Securities Act of
1933.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
This information is included in the documents incorporated herein by
reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
This information is included in the documents incorporated herein by
reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
ITEM 16. EXHIBITS.
5 Opinion of Rothgerber Johnson & Lyons LLP as to legality
23.1 Consent of Rothgerber Johnson & Lyons LLP
23.2 Consent of KPMG Peat Marwick LLP
ITEM 17. UNDERTAKINGS
(a) RULE 415 OFFERING
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;
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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
II-1
<PAGE>
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) UNDERTAKING CONCERNING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
II-2
<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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Flemington and the State of New
Jersey, on this 29th day of September 1998.
PRESTIGE FINANCIAL CORP.
By: /s/ Arnold F. Horvath
-------------------------------
Arnold F. Horvath, 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.
Signature Title Date
- - --------- ----- -----
/s/ Arnold F. Horvath President and September 29, 1998
- - ------------------------ Director
Arnold F. Horvath
/s/ Robert J. Jablonski CEO, Treasurer and September 29, 1998
- - ------------------------ Director (Principal
Robert J. Jablonski Executive, Accounting
and Financial Officer)
/s/ Roland D. Boehm, Sr. Vice Chairman of September 29, 1998
- - ------------------------ the Board and Director
Roland D. Boehm, Sr.
/s/ Louis R. DeFalco Chairman of September 29, 1998
- - ------------------------ the Board and Director
Louis R. DeFalco
/s/ Gerald A. Lustig Director September 29, 1998
- - ------------------------
Gerald A. Lustig
/s/ James W. MacDonald Director September 29, 1998
- - ------------------------
James W. MacDonald
/s/ Arthur Stryker, Jr. Director September 29, 1998
- - ------------------------
Arthur Stryker, Jr.
II-3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page of
Sequentially
Exhibit No. Description Numbered Pages
- - ----------- ----------- --------------
<S> <C> <C>
5 Opinion of Rothgerber Johnson & Lyons LLP as to legality 10
23.1 Consent of Rothgerber Johnson & Lyons LLP 11
23.2 Consent of KPMG Peat Marwick LLP 12
</TABLE>
II-4
<PAGE>
[Rothgerber Johnson & Lyons LLP Letterhead]
EXHIBIT 5
September 29, 1998
Prestige Financial Corp.
One Royal Road
P.O. Box 2480
Flemington, NJ 08822
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") which is expected to be
filed by Prestige Financial Corp. (the "Company") on or about September 29,
1998, with respect to the offer and sale of 39,484 additional shares of the
Company's common stock ("Prestige Common Stock"), $0.01 par value, issuable
under the Company's Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") as described in the Registration Statement.
We have examined such records and documents and have made such
investigations of law as we have deemed necessary under the circumstances.
Based on that examination and investigation, it is our opinion that the
shares of Prestige Common Stock referred to above will be, when sold in
accordance with the Plan and in the manner described in the Registration
Statement, validly issued, fully paid and non-assessable.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
/s/ Rothgerber Johnson & Lyons LLP
<PAGE>
[Rothgerber Johnson & Lyons LLP Letterhead]
EXHIBIT 23.1
September 29, 1998
CONSENT OF LEGAL COUNSEL
Prestige Financial Corp.
One Royal Road
P.O. Box 2480
Flemington, New Jersey 08822
Dear Sirs:
We consent to the use in the Form S-3 Registration Statement of Prestige
Financial Corp. (the "Corporation"), to be filed on or about September 29,
1998, relating to the registration of shares under the Corporation's Dividend
Reinvestment and Common Stock Purchase Plan of our name and the statement
with respect to our firm under the heading of "Legal Opinions" in the
Registration Statement.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
/s/ Rothgerber Johnson & Lyons LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Prestige Financial Corp.
We consent to incorporation by reference in the Registration Statement on
Form S-3, pertaining to the Dividend Reinvestment and Common Stock Purchase
plan of Prestige Financial Corp., of our report dated January 20, 1998,
relating to the consolidated statements of financial condition of Prestige
Financial Corp. and subsidiary as of December 31, 1997, and 1996 and the
related consolidated statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1997, which report is included in the December 31, 1997, Annual
Report on Form 10-K of Prestige Financial Corp., incorporated by reference
in the registration statement and to the reference to our firm under the
heading "Experts" in the registration statement.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
September 29, 1998
