As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (IRS Employer
Jurisdiction of Identification
Incorporation Number)
or Organization)
One Royal Road, P.O. Box 2480, Flemington, New Jersey 08822
(Address of Principal Executive Offices)
1994 STOCK OPTION PLAN FOR SENIOR MANAGEMENT
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
Robert J. Jablonski
One Royal Road, P.O. Box 2480
Flemington, New Jersey 08822
(Name and Address of Agent for Service)
(908) 806-6200
(Telephone Number of Agent for Service)
Copies to:
Karen L. Witt, Esq.
Rothgerber Johnson & Lyons LLP
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share Offering Price Fee
Common Stock 68,750 (1) $14.00 (2) $962,500.00 (2) $283.94
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares of Common
Stock stated above, an indeterminate number of shares which by reason of certain
events specified in the plans may become subject to the plans.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the high and low prices of the Company
Stock quoted on the NASDAQ National Market on May 18, 1998. The contents of the
Form S-8 Registration Statement (SEC File No. 33-83066) filed on August 19,
1994,the Form S-8 Registration Statement (SEC File No. 33-99042) filed on
November 6, 1995, the Form S-8 Registration Statement (SEC File No. 333-15739)
filed on November 7, 1996, and the Form S-8 Registration Statement (SEC File No.
333-28977) filed on June 11, 1997 (together, the "Registration Statements"), are
incorporated herein by this reference.
On April 21, 1998, the shareholders of Prestige Financial Corp. (the
"Company") voted to amend:
1. Section 4(a) of the 1994 Stock Option Plan for Senior Management
("SMP") to provide for the issuance of an additional 43,750 shares (from 130,125
shares to 173,875 shares) of common stock of the Company to executive officers
of the Company.
2. Section 4 of the 1994 Stock Option Plan for Outside Directors ("ODP")
to provide for the issuance of an additional 25,000 shares (from 132,000 shares
to 157,000 shares) of common stock of the Company to outside (non-employee)
directors of the Company.
In all other respects the SMP, the ODP and the other plans described in the
Registration Statements remain the same. Copies of the amended SMP and the
amended ODP are attached hereto as Exhibit 4.3 and Exhibit 4.4, respectively.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are attached to this registration statement:
4.3 1994 Stock Option Plan for Senior Management
4.4 1994 Stock Option Plan for Outside Directors
5 Opinion of Rothgerber Johnson & Lyons LLP as to legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Rothgerber Johnson & Lyons LLP
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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, hereunto duly
authorized, in the City of Flemington and the State of New Jersey, on this 20th
day of May, 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 May 20, 1998
Arnold F. Horvath Director
/s/ Robert J. Jablonski CEO, CFO and May 20, 1998
Robert J. Jablonski Director (Principal
Executive, Accounting
and Financial Officer)
/s/ Roland D. Boehm, Sr. Vice Chairman of May 20, 1998
Roland D. Boehm, Sr. the Board
/s/ Louis R. DeFalco Chairman of the May 20, 1998
Louis R. DeFalco Board
/s/ Gerald A. Lustig Director May 20, 1998
Gerald A. Lustig
/s/ James W. MacDonald Director May 20, 1998
James W. MacDonald
/s/ Arthur Stryker, Jr. Director May 20, 1998
Arthur Stryker, Jr.
EXHIBIT INDEX
Exhibit No. Description Page No.
4.3 1994 Stock Option Plan for Senior Management 6
4.4 1994 Stock Option Plan for Outside Directors 15
5 Opinion of Rothgerber Johnson & Lyons LLP
as to legality 21
23.1 Consent of KPMG Peat Marwick LLP 22
23.2 Consent of Rothgerber Johnson & Lyons LLP 23
EXHIBIT 4.3
1994 STOCK OPTION PLAN FOR SENIOR MANAGEMENT
1. Purpose of Plan
The purpose of the 1994 Stock Option Plan for Senior Manage-
ment of Prestige Financial Corp. is to provide favorable opportun-
ities for the Chief Executive Officer and President of the Company
to purchase the Company's common stock and to benefit from the
appreciation thereof. Such opportunities should provide increased
incentive for these employees to contribute to the future success
and prosperity of the Company, thus enhancing the value of the
Stock for the benefit of the shareholders.
2. Definitions
When used herein, the following terms shall have the following
meanings:
(a) "Approved Retirement" means the retirement of a Grantee
from providing services to the Company, which is approved by the
Committee for the purposes of this Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Change-in-Control of the Company" means an event of a
nature that: (i) any "person" (as the term is used in sections
13(d) and 14(d) of the Exchange Act) who is not now presently but
becomes the "beneficial owner" (as defined in Rule 13(d)-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing 30 percent of more of the Company's outstand-
ing securities except for any securities purchased by any tax-
qualified employee benefit plan of the Company; or (ii) individuals
who constitute the Board of the Company on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote
of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Company's
shareholders was approved by the Incumbent Board, shall be, for
purposes of this clause (2), considered as though he were a member
of the Incumbent Board; or (iii) a plan of reorganization, merger,
consolidation, sale of all or substantially all of the assets of
the Company or similar transaction occurs in which the Company is
not the resulting entity; or (4) a proxy statement soliciting
proxies from shareholders of the Company, by someone other than the
current management of the Company, seeking shareholder approval of
a plan of reorganization, merger or consolidation of the Company or
similar transaction with one or more corporations as a result of
which the outstanding shares of the class of securities then
subject to the plan or transaction are exchanged for or converted
into cash, property or securities not issued by the Company shall
be distributed; or (5) a tender offer is made for 30 percent or
more of the voting securities of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended. (All citations to sections of the
Code are to such sections as they may from time to time be amended
or renumbered.)
(e) "Committee" means the Committee appointed by the Board
pursuant to section 3(a).
(f) "Company" means Prestige Financial Corp. and its
successors and assigns.
(g) "Employee" means either the Chief Executive Officer or
the President of the Company. References in the Plan to an
Employee in the masculine gender shall be construed to be a
reference to either the masculine or feminine gender, as
appropriate.
(h) "Fair Market Value" means the average of the bid and ask
prices, or the high and low prices, if applicable, of the Stock as
reported by the NASDAQ Small-Cap Issues (as published by the Wall
Street Journal, if published) on the date of the grant, or if the
Stock was not traded on such date, on the next preceding day on
which the Stock was traded thereon.
(i) "Grantee" means an individual who has been granted an
Option pursuant to the terms of the Plan.
(j) "Incentive Stock Option" means an Option whose terms
satisfy the requirements imposed on the Option by Section 422A(b)
of the Code and which is intended by the Company to be treated as
an Incentive Stock Option.
(k) "Nonqualified Stock Option" means (i) any Option which,
when granted, is not an Incentive Stock Option, and (ii) an
Incentive Stock Option which, subsequent to its grant, fails to
satisfy the requirements of Section 422A(b) of the Code.
(l) "Option" means a contractual right to purchase Stock
which is awarded in accordance with the terms of the Plan.
(m) "Option Agreement" means the written agreement evidencing
each Option granted to a Grantee under the Plan.
(n) "Plan" means the 1994 Stock Option Plan for Senior
Management, as the same may be amended, administered or interpreted
from time to time.
(o) "Stock" means that stock of the Company which is
specifically identified in section 4 of the Plan.
(p) "Total Disability" means the complete and permanent
inability of a Grantee to perform all of his duties under the terms
of his employment with the Company, as determined by the Committee
upon the basis of such evidence, including medical reports and
other data, as the Committee deems appropriate or necessary.
3. Administration of the Plan
(a) The Plan shall be administered by the Compensation and
Stock Option Committee of the Board or such other committee of not
less than three directors of the Company as appointed by the Board.
A director of the Company who is also an employee of the Company or
its subsidiaries may not serve on the Committee.
(b) All decisions, determinations or actions of the Committee
made or taken pursuant to grants of authority under the Plan shall
be made or taken in the sole discretion of the Committee and shall
be final, conclusive and binding on all persons for all purposes.
(c) The Committee shall have full power, discretion and
authority to interpret, construe and administer the Plan and any
part thereof, and its interpretations and constructions thereof and
actions taken thereunder shall be, except as otherwise determined
by the Board, final, conclusive and binding on all persons for all
purposes.
(d) The Committee's decisions and determinations under the
Plan need not be uniform and may be made selectively among
Grantees, whether or not such Grantees are similarly situated.
(e) The act of a majority of the members of the Committee
present at a meeting duly called and held shall be the act of the
Committee. Any decision or determination reduced to writing and
signed by all members of the Committee shall be fully as effective
as if made by unanimous vote at a meeting duly called and held.
(f) No member of the Board or the Committee shall be liable
for any action or determination made in good faith with respect to
the Plan or any award under the Plan. To the full extent permitted
by law, the Company shall indemnify and hold harmless each person
made or threatened to be made a party to any civil or criminal
action or proceeding by reason of the fact that such person, or
such person's testator or intestate, is or was a member of the
Committee.
4. Stock Subject to the Plan
(a) The Stock subject to the Plan shall be, in the aggregate,
173,875 shares of the common stock of the Company, $0.01 par value.
Such Stock shall be made available either from authorized and
unissued shares or shares held in treasury. If, for any reason,
Stock subject to an award under the Plan is not transferred or is
reacquired by the Company for reasons including, but not limited
to, termination of employment or expiration or cancellation of an
award, such Stock shall again become available under the Plan.
(b) Each Option granted under the Plan shall be subject to
the requirement that if at any time the Committee shall determine
that (i) the listing, registration or qualification of the Stock
upon any securities exchange or under any state or federal law, or
(ii) the consent or approval of any governmental regulatory body,
or (iii) an agreement by the Grantee (or his legatees or personal
representative) with respect to the disposition of Stock is
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the purchase of Stock, such Option
or purchase may 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 Committee.
5. Eligibility
The persons who shall be eligible to participate in the Plan
shall be the Chief Executive Officer and the President of the
Company. An eligible individual who has been granted an award
under the Plan may be granted an additional award if the Committee
shall so determine. However, in no event shall an eligible
individual receive Options for more than 25,000 shares of Stock
under the Plan within any one calendar year.
6. Grants of Options
(a) Awards which may be made to eligible individuals pursuant
to the Plan are limited to Options to purchase Stock. Options
granted pursuant to the Plan may be Incentive Stock Options or
Nonqualified Stock Options.
(b) Each Option granted under the Plan shall be evidenced by
a written Option Agreement in a form approved by the Committee.
Such agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or as
required by the Committee for the Option and such other terms and
conditions as the Committee may specify. Each Option Agreement
will clearly state whether the Option is an Incentive Stock Option
or a Nonqualified Stock Option.
(c) Subject to the provisions of the Plan, the Committee
shall (i) determine and designate from time to time those eligible
individuals or groups of eligible individuals to whom Options are
to be granted; (ii) authorize the granting of Options; and
(iii) determine the specific terms of each Option Agreement;
provided, however, that (A) the exercise period of an Option,
excluding any extension which the Committee may grant pursuant to
the terms of section 9, shall not exceed ten years from the date of
grant, (B) the aggregate Fair Market Value of the Stock (determined
as of the date an Option is granted) for which Incentive Stock
Options granted to an Employee under this Plan may first become
exercisable in any calendar year shall not exceed $100,000, unless
a greater amount of Stock shall become first exercisable upon an
acceleration of vesting rights as specifically provided by the
terms of this section 6, and (C) no Incentive Stock Option may be
granted after the expiration of a period of ten years from the
earlier of the date the Plan is adopted or the date the Plan is
approved by the shareholders in compliance with the terms of
section 11 of the Plan.
(d) The exercise price per share shall be determined by the
Committee at the time an Option is granted; provided, however, that
such price as stated in the Option Agreement shall not be less than
the Fair Market Value of the Stock on the date of grant.
(e) No part of any Option is exercisable until the Grantee
has vested rights, either partially or fully, with respect to that
Option. This vesting of rights shall occur pursuant to a schedule
determined by the Committee as of the date the Option is granted
and such schedule shall be made a part of the Option and set forth
in the Option Agreement; provided, however, that all vesting
schedules determined by the Committee shall fully vest the rights
of the Grantee in the Option by the fifth anniversary of the date
of the grant of such Option. Notwithstanding anything else herein
to the contrary, upon a Change-In-Control of the Company, any
outstanding Options not theretofore fully exercisable for any
reason shall immediately become exercisable in their entirety. An
Option may not be exercised earlier than six months after the date
of the grant of the Option; provided, however, that this limitation
shall not apply in the case of death or Total Disability of the
Grantee or upon a Change-in-Control of the Company.
(f) The purchase price of the Stock subject to an Option
which has been exercised shall be paid in cash to the Company at
the time of such exercise. With the consent of the Committee, the
purchase price may be paid in the form of Stock already owned by
the Grantee, or a combination of cash or Stock, or in such other
combination as the Committee deems appropriate, having a total
value equal to the purchase price. Stock acquired pursuant to a
transaction in connection with the performance of services may be
surrendered as part of the purchase; provided, however, that Stock
acquired by the exercise of an Option under the Plan or any similar
plan of the Company must have been owned by the Grantee for at
least six months in order to be surrendered as part of the purchase
price. The Committee may not unreasonably withhold consent to a
Grantee's request to submit the purchase price in a form other than
cash.
(g) (i) If a Grantee dies (A) while providing services to the
Company or (B) within three months after ceasing to provide
services to the Company because of his Total Disability or Approved
Retirement, then any Options he may have outstanding on the date of
his death shall become exercisable in full and may be exercised by
the person or persons to whom the Grantee's rights under the Option
pass by will, or if no such person has such right, by his executors
or administrators, at any time, or from time to time, within twelve
months after the date of the Grantee's death or within such other
period, and subject to such terms and conditions as the Committee
may specify, but not later than the expiration date specified in
section 6(c)(iii)(A) above.
(ii) If the Grantee ceases to provide services to the
Company because of his Total Disability, then any Options he may
have outstanding on the date of his Total Disability shall become
exercisable in full and may be exercised by him, at any time, or
from time to time, within three months after the date of such
cessation or within such other period, and subject to such terms
and conditions as the Committee may specify, but no later than the
expiration date specified in section 6(c)(iii)(A) above.
(iii) If the Grantee ceases to provide services to the
Company because of his Approved Retirement, then any Options he may
have outstanding on the date of his Approved Retirement shall
become exercisable in full and may be exercised by him, subject to
the restriction of the fourth sentence of section 6(e), within
twelve months after the date of such cessation or within such other
period, and subject to such terms and conditions as the Committee
may specify, but no later than the expiration date specified in
section 6(c)(iii)(A) above.
(iv) If the Grantee ceases to provide services to the
Company for any reason other than death, Total Disability, Approved
Retirement or Cause (as defined in section 6(g)(v) below), then he
may exercise his Options to the extent that he shall have been
entitled to do so at the date of such cessation, at any time, or
from time to time, within three months after the date of such
cessation or within such other period, and subject to such terms
and conditions as the Committee may specify, but no later than the
expiration date specified in section 6(c)(iii)(A) above.
(v) If the Grantee's employment with the Company is
terminated by the Company for Cause, he may not exercise his
Options outstanding as of the date of such termination and such
Options shall automatically expire on that date. For purposes of
this section 6(g), the term "Cause" means a termination of a
Grantee's service by the Company by reason of such Grantee's
conviction of a crime involving moral turpitude or willful or gross
neglect of the duties for which the Grantee was responsible, all as
the Committee, in its sole discretion, may determine.
(h) No Option granted under the Plan shall be transferable
other than by will or by the laws of descent and distribution.
During the lifetime of the Grantee, an Option shall be exercisable
only by him.
(i) With respect to the grant of an Incentive Stock Option,
the Committee shall specify such terms and provisions as it may
determine to be necessary or desirable in order to qualify such
Option as an Incentive Stock Option within the meaning of section
422A of the Code.
(j) Notwithstanding anything herein to the contrary, upon a
Change-In-Control of the Company, each Grantee may require the
Company to purchase all or part of any Option granted under the
Plan which is exercisable as of the date of, and as a consequence
of, the Change-In-Control. The purchase price to be paid by the
Company for an Option for the purpose of such transaction, as
determined on a per share basis, shall be equal to the difference
between the exercise price of the Option and the Fair Market Value
per share of Stock on the date of such request.
7. Issuance of Certificates
(a) Each Grantee who has purchased Stock under the Plan
pursuant to the exercise of an Option shall be issued a certificate
for such Stock. Such certificates shall be registered in the name
designated by the Grantee and shall, if necessary, bear an
appropriate legend reciting the terms, conditions and restrictions,
if any, applicable to such Stock.
(b) In the event that pursuant to the terms of an Incentive
Stock Option granted under this Plan, Incentive Stock Options
become exercisable in an amount that would exceed the limitation of
clause (iii)(B) of section 6(c), then, upon the exercise of such
Options, the Company will designate that Stock which is treated as
Stock acquired pursuant to the exercise of an Incentive Stock
Option and that Stock which is treated as Stock acquired pursuant
to the exercise of a Nonqualified Stock Option. The Company will
so designate the Stock that is treated as Stock acquired pursuant
to the exercise of an Incentive Stock Option by issuing a separate
certificate (or certificates) for $100,000 (as determined on the
date of grant of the related Option) of Stock and identifying such
certificate(s) as Incentive Stock Option Stock.
8. Adjustments in Event of Change in Stock
If the outstanding shares of Stock are increased, decreased or
exchanged for a different number or kind of shares or new or
different shares, or other securities are distributed with respect
to such shares of Stock through merger, consolidation, sale of all
or substantially all of the property of the Company, reorganiza-
tion, recapitalization, reclassification, stock split, reverse
stock split or other distribution with respect to such shares of
Stock or other securities, an appropriate and proportionate
adjustment shall be made in (i) the maximum number and kind of
shares provided in section 4, (ii) the number and kind of shares or
other securities subject to the outstanding Options, and (iii) the
price for each share or other unit of any other securities subject
to outstanding Options without change in the aggregate purchase
price or value as to which such Options remain exercisable or
subject to restrictions. Any adjustment under this section 8 will
be made by the Committee, whose determination as to what adjust-
ments will be made and the extent thereof will be final, binding
and conclusive. No fractional interests will be issued under Plan
resulting from any such adjustment.
9. Amendment or Discontinuance of Plan and Options
The Board may, at any time, amend or terminate the Plan. No
amendment shall, without approval by the Company shareholders,
(i) alter the group of persons eligible to participate in the Plan,
(ii) materially increase the benefits provided under the Plan, or
(iii) increase the maximum number of shares of Stock which may be
subject to Options under the Plan. Further, the Board may, at any
time, with the consent of the Grantee, amend the terms of outstand-
ing Incentive Stock Options held that Grantee for the sole purpose
of disqualifying those Options as Incentive Stock Options.
Notwithstanding anything herein to the contrary, such amendments
may include, but are not limited to, a nominal reduction in the
exercise price or a nominal extension of the exercise period proved
by the original terms of the Option Agreement.
10. Miscellaneous
(a) Nothing in this Plan or any grant hereunder shall confer
upon any Employee any right to continue in the employ of the
Company or interfere in any way with the right of the Company to
terminate his employment at any time.
(b) No Grantee shall have any claim to an award until it is
actually granted under the Plan. To the extent that any person
acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.
(c) No Grantee awarded an Option shall have any right as a
shareholder with respect to the Stock subject to such award prior
to the date of issuance to him of a certificate or certificates for
Stock.
(d) Absence on leave approved by a duly constituted officer
of the Company shall not be considered interruption or termination
of employment for any purposes of the Plan; provided, however, that
no award may be granted to an Employee while he is absent on leave.
(e) Copies of the Plan and all amendments, administrative
rules and procedures and interpretations shall be made available to
all Grantees at all reasonable times at the Company headquarters.
(f) The Committee may cause to be made, as a condition
precedent to the granting of any award, or otherwise, appropriate
arrangements with an Employee for the withholding of any federal,
state or local taxes upon the occurrence of any taxable event
related to the award which is subject to withholding.
(g) The Plan, the grant of Options and delivery of Stock upon
the exercise of an Option shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals
by any government agency as may be required.
(h) All elections, designations, requests, notices, instruc-
tions and other communications from a Grantee or other person to
the Committee, required or permitted under the Plan, shall be in
such form as is prescribed from time to time by the Committee and
shall be mailed by registered mail with return receipt requested or
delivered to such location as shall be specified by the Committee.
(i) The terms of the Plan shall be binding upon the Company
and its successors and assigns.
(j) Captions preceding the sections hereof are inserted
solely as a matter of convenience and in no way define or limit the
scope or intent of any provision hereof.
(k) The Plan and the grant of Options shall be governed and
interpreted in accordance with the laws of the State of New Jersey.
11. Effective Date, Term of Plan and Shareholder Approval
This Plan was approved by the Board of Directors on
February 9, 1994, and shall be effective on April 29, 1994,
subject, however, to the approval thereof by a majority of the
shareholders of the Company present in person or by proxy at the
Annual Meeting of Shareholders to be held on that date. The Plan
shall terminate ten years after the date on which it is adopted by
the Board.
EXHIBIT 4.4
PRESTIGE FINANCIAL CORP.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. Purpose
The purpose of the Prestige Financial Corp. (the "Holding
Company") 1994 Stock Option Plan for Outside Directors (the
"Directors' Option Plan" or the "Plan") is to promote the growth
and profitability of the Holding Company and Prestige State Bank
(the "Bank") by providing Outside Directors of the Holding Company
with an incentive to achieve long-term objectives of the Holding
Company and the Bank and to attract and retain nonemployee
directors of outstanding competence by providing such Outside
Directors with an opportunity to acquire an equity interest in the
Holding Company.
2. Grant of Options
(a) Initial Grant to Current Outside Directors. Each
Outside Director with service of at least three years with the
Holding Company or the Bank (for purposes of this Directors' Option
Plan, the term "Outside Director" shall mean a member of the Board
of Directors of the Holding Company not also serving as a full-time
employee of the Holding Company or the Bank), is hereby granted
non-statutory stock options to purchase 2,000 shares of the Common
Stock of the Holding Company ("Common Stock"), subject to
adjustment as provided in Section 4 hereof.
The purchase price per share of the Common Stock
deliverable upon exercise of such option shall equal the Fair
Market Value of the Common Stock on the date of the grant of this
option as determined under Section 2(e). These initial grants
shall be effective as of the effective date of the Directors'
Option Plan as defined in Section 5 hereof ("Effective Date").
(b) Initial Grant to Subsequent Outside Directors. Any
Outside Director who does not have three years of service with the
Holding Company or the Bank will be granted options to purchase
shares of Common Stock, subject to adjustment as provided in
Section 4 hereof, upon attaining two years of service.
The purchase price per share of the Common Stock deliverable
upon exercise of such option shall equal the Fair Market Value of
the Common Stock on the third anniversary of the day the Outside
Director became an Outside Director of the Holding Company, as
determined under Section 2(e).
(c) Ongoing Annual Grants. Each anniversary of the day
the Outside Director receives an initial grant of options under
Section 2(a) or (b), that Outside Director will receive additional
non-statutory stock options to purchase shares of Common Stock,
subject to adjustment pursuant to Section 4, or to purchase such
lesser number of shares of Common Stock as remain available for
grant pursuant to this Directors' Option Plan.
If options for sufficient shares are not available under
the Directors' Option Plan to fulfill the grant of options under
Section 2(b) or 2(c) and thereafter options become available, such
Outside Directors shall then receive options to purchase an amount
of shares of Common Stock, determined by dividing the number of
shares then available pro rata among each Outside Director, not to
exceed the number of options set forth in Section 2(b) and (c),
subject to adjustment under Section 4 as appropriate. The date of
grant shall be the date options for such shares become available.
The purchase price per share of the Common Stock deliverable upon
exercise of such options shall equal the Fair Market Value of the
Common Stock on the date the option is granted as determined under
Section 2(e).
(d) Ineligibility. An option under the Directors'
Option Plan shall not be granted to any Outside Director who at any
previous time was an employee of either the Holding Company or the
Bank and in such capacity was eligible to receive any options to
purchase Common Stock.
(e) Fair Market Value. For purposes of the Directors'
Option Plan, Fair Market Value means the average of the bid and ask
prices, or the high and low prices, if applicable, of the Common
Stock as reported by the NASDAQ Small Cap-Issues (as published by
the Wall Street Journal, if published) on the date of the grant, or
if the Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded thereon.
3. Terms and Conditions
(a) Option Agreement. Each option shall be evidenced by
a written option agreement between the Holding Company and the
Outside Director specifying the number of shares of Common Stock
that may be acquired through its exercise and containing such other
terms and conditions which are not inconsistent with the terms of
this grant.
(b) Vesting. Each option granted pursuant to Section
2(a), (b) or (c) hereof shall vest and become exercisable in two
equal annual installments with the first installment vesting
one year from the date of grant.
(c) Manner of Exercise. The option when exercisable may
be exercised from time to time in whole or in part, by delivering
a written notice of exercise to the Chief Executive Officer of the
Holding Company signed by the Outside Director. Such notice is
irrevocable and must be accompanied by full payment of the exercise
price (as determined in Section 2(a), (b) or (c) hereof), in cash
or shares of previously acquired Common Stock, at the Fair Market
Value of such shares determined on the exercise date by the manner
described in Section 2(e) above.
(d) Transferability. Each option granted hereby may be
exercised only by the Outside Director to whom it is issued, or in
the event of the Outside Director's death, his or her personal
representative(s), designee(s), heir(s) or devisee(s) pursuant to
the terms of Section 3(e) hereof.
(e) Termination of Service. Upon the termination of an
Outside Director's service for any reason other than disability,
retirement, Change in Control, death or removal for cause, the
Outside Director's stock options shall be exercisable only as to
those shares which were immediately purchasable by the Outside
Director at the date of termination. In the event of death or
disability of any Outside Director, all stock options held by such
Outside Director, whether or not exercisable at such time, shall
become immediately exercisable by the Outside Director or the legal
representatives or beneficiaries. Upon termination of the Outside
Director's service due to retirement, or a Change in Control, all
stock options held by such Outside Director, whether or not
exercisable at such time, shall become immediately exercisable.
However, shares of Common Stock acquired through the exercise of
options granted under Section 2 may not be sold or otherwise
disposed of for a period of one year from the date of grant of the
option. For purposes of this Plan the following terms are defined:
(i) "Change in Control" of the Holding Company shall
mean an event of a nature that: (1) any "person" (as the
term is used in Sections 13(d) and 14(d) of the Exchange
Act) who is not now presently but becomes the "beneficial
owner" (as defined in Rule 13(d)-3 under the Exchange
Act), directly or indirectly, of securities of the
Holding Company representing 30% or more of the Holding
Company's outstanding securities except for any
securities purchased by any tax-qualified employee
benefit plan of the Holding Company; or (2) individuals
who constitute the Board on the Effective Date hereof
(the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least three-
quarters of the directors comprising the Incumbent Board,
or whose nomination for election by the Holding Company's
stockholders was approved by the Incumbent Board, shall
be, for purposes of this clause (2), considered as though
he were a member of the Incumbent Board; or (3) a plan of
reorganization, merger, consolidation, sale of all or
substantially all the assets of the Holding Company or
similar transaction occurs in which the Holding Company
is not the resulting entity; or (4) a proxy statement
soliciting proxies from shareholders of the Holding
Company, by someone other than the current management of
the Holding Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the
Holding Company or similar transaction with one or more
corporations as a result of which the outstanding shares
of the class of securities then subject to the plan or
transaction are exchanged for or converted into cash,
property or securities not issued by the Holding Company
shall be distributed; or (5) a tender offer is made for
30% or more of the voting securities of the Holding
Company.
(ii) "Disability" means the permanent and total
inability by reason of mental or physical infirmity, or
both, of an Outside Director to perform the work
customarily assigned to him. Additionally, a medical
doctor selected or approved by the Board of Directors
must advise the Board that it is either not possible to
determine when such disability will terminate or that it
appears probable that such disability will be permanent
during the remainder of said Outside Director's lifetime.
(iii) "Retirement" means the termination of service from
the Board of Directors of the Holding Company following
written notice to the Board as a whole of such Outside
Director's intention to retire or retirement as
determined by the Holding Company's bylaws.
(f) Termination of Option. Each option shall expire
upon the earlier of (i) one hundred and twenty (120) months
following the date of grant, or (ii) one (1) year following the
date on which the Outside Director ceases to serve in such capacity
for any reason other than removal for cause. If the Outside
Director dies before fully exercising any portion of an option then
exercisable, such option may be exercised by such Outside
Director's beneficiary, personal representative(s), heir(s) or
devisee(s) at any time within the one (1) year period following his
or her death; provided, however, that in no event shall the option
be exercisable more than one hundred and twenty (120) months after
the date of its grant. If the Outside Director is removed for
cause, all options awarded to him shall expire upon such removal.
4. Common Stock,Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise
of options granted under the Directors' Option Plan may be either
authorized and unissued shares of Common Stock or authorized and
issued shares of Common Stock held by the Holding Company as
treasury stock. The number of shares of Common Stock reserved for
issuance under the Directors' Option Plan shall not exceed 125,600
shares of the Common Stock of the Holding Company, par value $.01
per share, subject to adjustments pursuant to this Section 4. Any
shares of Common Stock subject to an option which for any reason
either terminates unexercised or expires, shall again be available
for issuance under the Directors' Option Plan.
In the event of any change or changes in the outstanding
Common Stock of the Holding Company by reason of any stock dividend
or split, recapitalization, reorganization, merger, consolidation,
spin-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or
payment of consideration by the Holding Company, the number of
shares of Common Stock which may be issued under the Directors'
Option Plan, the number of shares of Common Stock for which options
may be granted under this Directors' Option Plan and the option
price of such options, shall be automatically adjusted to prevent
dilution or enlargement of the rights granted to an Outside
Director under the Directors' Option Plan.
5. Effective Date of the Plan; Shareholder Ratification
This Plan was approved by the Board of Directors on
February 9, 1994, and shall be effective oh April 29, 1994,
subject, however, to the approval thereof by a majority of the
stockholders of the Holding Company present in person or by proxy
at the Annual Meeting of Shareholders to be held on that date.
6. Termination of the Plan
The right to grant options under the Directors' Option Plan
will terminate automatically upon the earlier of ten years after
the Effective Date of the Plan or the issuance of 157,000 shares of
Common Stock (the maximum number of shares of Common Stock reserved
for issuance under this Plan) subject to adjustment pursuant to
Section 4 hereof. A majority of the outstanding shares of the
Common Stock entitled to vote is required to terminate the
Directors' Option Plan for any other reason; provided, however, no
such termination shall, without the consent of the affected Outside
Director, affect such Outside Director's rights under a previously
granted option.
7. Amendment of the Plan
The Directors' Option Plan may be amended from time to time by
the Board of Directors of the Holding Company provided that Section
2 and 3 hereof shall not be amended more than once every six (6)
months other than to comport with the Internal Revenue Code of
1986, as amended, or the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder. Except as provided in
Section 4 hereof, rights and obligations under any option granted
before an amendment shall not be altered or impaired by such
amendment without the written consent of the Outside Director. If
the Directors' Option Plan becomes qualified under 17 C.F.R.
Section 240.16(b)-3 ("Rule 16(b)-3") of the rules and regulations
promulgated under the Securities Exchange Act of 1934 and an
amendment would require shareholder approval under such Rule 16(b)-
3 to retain the Plan's qualification, then subject to the
discretion of the Board of Directors of the Holding Company, such
amendment shall be presented to shareholders for ratification,
provided, however, that the failure to obtain shareholder
ratification shall not affect the validity of this Plan as so
amended and the options granted hereunder.
8. Applicable Law
The Plan will be administered in accordance with the laws of
the State of New Jersey to the extent not preempted by federal law.
9. Compliance with Section 16
If this Plan is qualified under Rule 16(b)-3, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16(b)-3 or its successors under the Exchange
Act. To the extent that any provision of the Plan fails to so
comply, such provision shall be deemed null and void, to the extent
permitted by law.
EXHIBIT 5
May 20, 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-8 (the "Registration Statement") which is expected to be
filed by Prestige Financial Corp. (the "Company") on or about May 20, 1998, with
respect to the offer and sale of 68,750 additional shares of the Company's
common stock ("Prestige Common Stock"), $0.01 par value, issuable under the
Company's 1994 Stock Option Plan for Senior Management and 1994 Stock Option
Plan for Outside Directors (the "Plans") 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 Plans and in the manner described in the Registration Statement, validly
issued, fully paid and non-assessable.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Prestige Financial Corp.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 dated May 20, 1998, pertaining to the 1994 Stock Option Plan for Senior
Management and the 1994 Stock Option Plan for Outside Directors, 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
incorporated by reference in the December 31, 1997 Annual Report on Form 10-K of
Prestige Financial Corp.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
May 20, 1998
EXHIBIT 23.2
May 20, 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-8 Registration Statement of Prestige
Financial Corp. (the "Corporation"), to be filed on or about May 20, 1998,
relating to the registration of shares under the Corporation's 1994 Stock Option
Plan for Senior Management and 1994 Stock Option Plan for Outside Directors, of
our name and the statement with respect to our firm under the heading of
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
