<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
JEFFBANKS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Pennsylvania 1845 Walnut Street 23-2189480
Philadelphia, PA 19103
(I.R.S. Employer
(State of Incorporation) (Address of principal executive offices) (Zip Code) Identification Number)
</TABLE>
JEFFBANKS, INC. EQUITY INCENTIVE PLAN, FORMERLY THE
REGENT BANCSHARES CORP. 1997 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Betsy Z. Cohen
Chairman and Chief Executive Officer
JeffBanks, Inc.
1845 Walnut Street
Philadelphia, PA 19103
(Name and Address of Agent for Service)
(215) 861-7000
(Telephone number, including area code, of agent for service)
Copy to:
J. Baur Whittlesey, Esquire
Ledgewood Law Firm, P.C.
1521 Locust Street - Eighth Floor
Philadelphia, PA 19102
(215) 731-9450
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(1) price(2) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par
value $1.00 per
share 154,026 shares $ 22.28 $4,799,290.70 $1,415.79
23,733 shares $ 47.44
1,515 shares $ 46.62
2,525 shares $ 44.98
1,515 shares $ 37.95
--------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 457(h)(1), the price at which the options granted
under the employee stock option plan are listed next to the amount of shares
which may be exercised at such prices. Such prices and amounts have been
adjusted pursuant to the Amended and Restated Agreement and Plan of Merger dated
March 27, 1998 and effective March 18, 1998 between Regent Bancshares Corp.,
JeffBanks, Inc., JeffBanks Acquisitioncorp. V, Inc., Regent National Bank and
Jefferson Bank.
(2) Calculated based upon the sum of all of the shares registered multiiplied by
their respective exercise prices.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
1. Registrant's Annual Report on Form 10-K for year ended December
31, 1997.
2. Registrant's Quarterly Reports for the quarters ended September
30, 1998, June 30, 1998 and March 31, 1998 filed on Form 10-Q.
3. Registrant's Current Reports on Form 8-K dated July 31, 1998 and
March 18, 1998.
4 The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
Pursuant to the bylaws of the Registrant, the Registrant is required to
indemnify any director or officer against any liability incurred in connection
with any proceeding in which he or she may be involved as a party or otherwise
by reason of the fact that such person was serving in an indemnified capacity
except (i) where such indemnification is expressly prohibited by law, (ii) where
the conduct of such person has finally been determined to constitute willful
misconduct or recklessness under 15 Pa.C.S. Section 1746(b), or (iii) to the
extent such indemnification has been finally determined in a final adjudication
to be otherwise unlawful. As used in the bylaws, "indemnified capacity" means
service as a director, officer, employee or agent of Registrant or, at
Registrant's request, as a director, officer, employee, agent, fiduciary or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
--- --------
4 JeffBanks, Inc. Equity Incentive Plan, formerly the Regent Bancshares
Corp. 1997 Equity Incentive Plan.
5 Opinion of Ledgewood Law Firm, P.C. as to the legality of securities
being registered (including consent).
23(a) Consent of Grant Thornton, LLP.
23(b) Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5).
24 Power of Attorney (included as part of signature pages to this
registration statement).
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
- ---------------------------------
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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
<PAGE>
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(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 (i) and (ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities 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 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.
Undertakings required by Item 512(b)
of Regulation S-K
- ---------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and 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.
Undertakings required by Item 512(h)
of Regulation S-K
- ---------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
October 21, 1998.
JEFFBANKS, INC.
By: /s/ Betsy Z. Cohen
-----------------------------
Betsy Z. Cohen
Chairman of the Board
(Chief Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Betsy Z. Cohen, Harmon S. Spolan and Edward E. Cohen,
and each of them acting above, his or her true and lawful attorney-in-fact, with
full power of substitution, for him or her in any and all capacities, to execute
and cause to be filed with the Securities and Exchange Commission any and all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or said attorney-in-fact's
substitute or substitutes may do or cause to be done by virtue hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Betsy Z. Cohen Date: October 21, 1998
- -------------------------------------------
BETSY Z. COHEN, Chairman of the
Board and Director (Chief Executive
Officer
/s/ Harmon S. Spolan Date: October 21, 1998
- -------------------------------------------
HARMON S. SPOLAN, President, Chief
Operating Officer and Director
/s/ Edward E. Cohen Date: October 21, 1998
- -------------------------------------------
EDWARD E. COHEN, Chairman of the
Executive Committee and Director
/s/ James R. Sibel Date: October 21, 1998
- -------------------------------------------
JAMES R. SIBEL, Executive Vice President,
Chief Credit Officer and Director
/s/ Paul Frenkiel Date: October 21, 1998
- -------------------------------------------
PAUL FRENKIEL, Senior Vice President,
Chief Financial Officer and Treasurer
(Chief Accounting Officer)
/s/ Robert J. Coleman Date: October 21, 1998
- -------------------------------------------
ROBERT J. COLEMAN, Director
/s/ Robert B. Goldstein
- ------------------------------------------- Date: October 21, 1998
ROBERT B. GOLDSTEIN, Director
/s/ John G. Hoopes
- ------------------------------------------- Date: October 21, 1998
JOHN G. HOOPES, Director
<PAGE>
/s/ Hersh Kozlov Date: October 21, 1998
- -------------------------------------------
HERSH KOZLOV, Director
/s/ William H. Lamb
- ------------------------------------------- Date: October 21, 1998
WILLIAM H. LAMB, Director
/s/ Arthur Makadon Date: October 21, 1998
- -------------------------------------------
ARTHUR MAKADON, Director
/s/ P. Sherrill Neff
- ------------------------------------------- Date: October 21, 1998
P. SHERRILL NEFF, Director
/s/ John W. Rose
- ------------------------------------------- Date: October 21, 1998
JOHN W. ROSE, Director
- -------------------------------------------
WILLIAM D. WHITE, Director
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Document Page
- ----------- -------- ----
4 JeffBanks, Inc. Equity Incentive Plan, formerly the Regent
Bancshares Corp. 1997 Equity Incentive Plan
5 Opinion of Ledgewood Law Firm, P.C. as to the legality
of securities being registered (including consent).
23(a) Consent of Grant Thornton, LLP.
23(b) Consent of Ledgewood Law Firm, P.C. (included in
Exhibit 5).
24 Power of Attorney (included as part of signature pages to this
registration statement).
<PAGE>
EXHIBIT 4
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.
JEFFBANKS, INC. EQUITY INCENTIVE PLAN
FORMERLY THE
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 bank 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,
<PAGE>
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.
3. Grant of Option.
(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 the 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.
2
<PAGE>
(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
corporation 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 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
Recent'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 the period of three months after such
termination to the extent that the Option was exercisable at the time of
3
<PAGE>
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 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.
4
<PAGE>
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 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 consideration by Regent;
provided, however, that conversion of any securities convertible into or
exchangeable 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.
5
<PAGE>
(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 dated 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 options 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 a 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 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
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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
have not 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 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
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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.
(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
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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
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Exhibit 5
October 30, 1998
JeffBanks, Inc.
1845 Walnut Street
Philadelphia, PA 19103
Gentlemen/Ladies:
We have acted as counsel to JeffBanks, Inc. ("JBI") in connection with the
preparation and filing by JBI of a registration statement (the "Registration
Statement") on Form S-8 under the Securities Act of 1933, as amended (the
"Act"), with respect to the offer and sale of up to 183,314 shares of the common
stock of JBI, par value $1.00 per share (the "Common Stock") issuable pursuant
to the JeffBanks, Inc. Equity Incentive Plan, formerly, the Regent Bancshares
Corp. 1997 Equity Incentive Plan (the "Plan"). In connection therewith, you have
requested our opinion as to certain matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with the actions
taken by JBI in connection with the registration of the Common Stock. We have
examined the originals or certified copies of such records, agreements,
certificates of public officials and others, and such other documents, including
the Registration Statement and prospectus and the amendments thereof and the
Plan, as we have deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures on original documents and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all copies
submitted to us as conformed or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the Common
Stock to be issued upon exercise of the Options, when issued in accordance with
the terms thereof, will be validly issued and will be fully paid and
non-assessable.
We consent to the references to this opinion and to Ledgewood Law Firm, P.C. in
the prospectus and the Registration Statement, and to the inclusion of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ LEDGEWOOD LAW FIRM, P.C.
----------------------------
LEDGEWOOD LAW FIRM, P.C.
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Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 15, 1998 (except for note 2, as
to which the date is March 19, 1998) accompanying the consolidated financial
statements of JeffBanks, Inc. and Subsidiaries included in the Annual Report on
Form 10-K for the year ending December 31, 1997 which is incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in this Registration Statement of the aforementioned report.
Philadelphia, Pennsylvania /s/ GRANT THORNTON LLP
October 30, 1998 -------------------------
GRANT THORNTON LLP
