<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JEFFBANKS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
23-2189480
(I.R.S. Employer Identification No.)
1845 Walnut Street, Philadelphia, Pennsylvania 19103 (215-861-7000)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Betsy Z. Cohen, Chairman and Chief Executive Officer, JeffBanks, Inc.
1845 Walnut Street, Philadelphia, Pennsylvania 19103
(215-861-7000)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
J. Baur Whittlesey, Esq.
Ledgewood Law Firm, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 731-9450
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [ ].
If any of the 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 [x].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ].
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 [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered Registered price per unit(1) price registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 99,291 $22.8125 $2,265,075.90 $629.70
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon
the average of the high and low prices reported on the Nasdaq Stock
Market on November 30, 1998.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities nor is it seeking an offer to buy these securities in
any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 4, 1998
PROSPECTUS
[LOGO]
JEFFBANKS, INC.
99,291 Shares of Common Stock
The shares of our common stock being offered by this prospectus are
being offered by certain of our shareholders. These shareholders may sell their
shares at varying times in the future. The share price may be the prevailing
market price at the time of sale or negotiated prices. They may sell the shares
on the Nasdaq Stock Market or in special offerings, secondary distributions or
by other methods allowed by applicable Securities and Exchange Commission rules.
For more information on how the shares may be sold, see the section of this
prospectus entitled "Plan of Distribution." For more information about the
shareholders who are selling their shares, see the section of this prospectus
entitled "Selling Shareholders."
Our common stock is listed for trading on the Nasdaq Stock Market under
the symbol "JEFF." The last sale price of our common stock on November 30, 1998,
as reported by Nasdaq, was $22.625 per share.
We will not receive any part of the proceeds from the sale of the
shares. We will, however, pay the expenses involved in registering the shares
(excluding brokerage commissions). We estimate that these expenses will be
approximately $10,129.70.
THE SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF OUR BANK OR NON-BANK SUBSIDIARIES.
THE SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is December ___, 1998.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that we file with the SEC at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may request copies of
these documents, upon payment of a copying fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for information on the operation of the Public
Reference Room. Our SEC filings are also available to the public on the SEC
internet site at http://www.sec.gov.
You may also read and copy this information at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W. Washington D.C. 20006
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the shares offered by this prospectus are sold. This
prospectus is part of a registration statement we filed with the SEC.
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998;
o Current Reports on Form 8-K dated March 18, 1998 and July 31, 1998; and
o The description of the Company's Common Stock on Form 8-A, including any
amendment or report filed for the purpose of updating this description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relationships
JeffBanks, Inc.
1845 Walnut Street,
Philadelphia, Pennsylvania 19103
(215) 861-7000
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
The statements that we make in this prospectus about the contents of
any other documents are not necessarily complete, and are qualified in their
entirety by referring you to the copy of that document which is filed as an
exhibit to the registration statement or which is incorporated by reference in
this prospectus. You can obtain copies of these documents from the SEC or from
us, as described above.
The Company
We are a bank holding company headquartered in Philadelphia,
Pennsylvania that owns Jefferson Bank and Jefferson Bank of New Jersey. Through
these banks, we conduct a commercial and retail banking business in Philadelphia
and its adjacent Pennsylvania and New Jersey suburbs. We also own Pioneer
Mortgage, Inc. which makes first and second mortgage loans to homeowners or home
buyers in New Jersey, Pennsylvania and Virginia. The Company currently operates
an executive office and 32 retail branch banking offices.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares offered by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders may sell the shares from time to time on
Nasdaq at or about the market prices quoted at the time of the sale. They may
also sell the shares at negotiated prices and/or in transactions that do not
take place on Nasdaq. For more information on how the shares may be sold, see
the section of this prospectus entitled "Plan of Distribution."
<PAGE>
SELLING SHAREHOLDERS
On August 14, 1998, the Company acquired Pioneer Mortgage, Inc. by a
merger. In connection with the merger, the former owners of Pioneer Mortgage
exchanged their shares of Pioneer Mortgage for our shares. We now own 100% of
Pioneer Mortgage. The selling shareholders listed below are the ones who
received the shares in the merger. We are required by the merger agreement, to:
- prepare and file the registration statement covering the sale of
the shares promptly after 30 days following the publication of
combined results of the Company and Pioneer;
- use our best efforts to cause the registration statement to be
declared effective by the SEC; and
- use our best efforts to maintain the registration statement in
effect until the securities offered in this prospectus would be
transferable by the selling shareholders in accordance with Rule
144 under the Securities Act.
We published combined financial results in our Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 on October 30, 1998. The Quarterly
Report on Form 10-Q is incorporated by reference herein and a copy may be
obtained from the SEC or from us. See the section of this prospectus entitled
"Where You Can Find More Information" for instructions.
The following table shows, as of September 30, 1998, all of the shares
of the Company's common stock owned by each of the selling shareholders.
Although all of such shares were registered under the registration statement
which includes this prospectus, we cannot predict how many of the shares will
actually be sold by the selling shareholders.
Selling Shareholder Shares Available for Sale Percent of Class
------------------- ------------------------- ----------------
H. Eugene Brown(1) 45,574 *
Elizabeth T. Brown(2) 45,178 *
Eugene J. Brown(3) 3,971 *
Bruce Hoover 4,568 *
All selling shareholders
as a group 99,291 *
* Less than 1%
- --------------------
(1) H. Eugene Brown is the President of Pioneer Mortgage, Inc., the
father of Eugene J. Brown and the spouse of Elizabeth T. Brown.
(2) Elizabeth T. Brown is the spouse of H. Eugene Brown.
(3) Eugene J. Brown is the son of H. Eugene Brown and the Vice President
of Pioneer Mortgage, Inc.
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares from time to time in one
or more transactions on the Nasdaq Stock Market or through other public sale, or
they may sell their shares privately, in each case, in accordance with
applicable rules and regulations of the SEC and the Nasdaq, if sold on the
Nasdaq Stock Market. The sales may be at market prices existing at the time of
the sale, at prices related to such existing market prices or at negotiated
prices. The selling shareholders may use broker-dealers to make the sales and
the broker-dealers may be paid in the form of underwriting discounts,
concessions or commissions from the selling shareholders and/or the purchasers
of shares for whom they may act as agent. The broker-dealers' compensation may
be in excess of customary commissions.
Selling shareholders and broker-dealers that participate with selling
shareholders in the sales of the shares, may be considered "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions that
they receive and any profit on the resale of the shares may be deemed to be
underwriting compensation.
LEGAL OPINION
Ledgewood Law Firm, P.C., counsel to the Company, has given its opinion
that the shares offered in this prospectus have been legally issued and are
fully paid and non-assessable.
EXPERTS
The consolidated financial statements of JeffBanks, Inc. as of December
31, 1997 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this prospectus have been audited by Grant Thornton
LLP, independent certified public accountants, whose report thereon appears
therein, and in reliance upon such report of Grant Thornton LLP, given upon the
authority as experts in accounting and auditing.
<PAGE>
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You may not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current as of December 4, 1998.
TABLE OF CONTENTS
Page
----
Where You Can Find More Information.................. 2
The Company.......................................... 3
Use of Proceeds...................................... 3
Determination of Offering Price...................... 3
Selling Shareholders................................. 4
Plan of Distribution................................. 5
Legal Opinion........................................ 5
Experts.............................................. 5S
99,291 Shares
[LOGO]
JEFFBANKS, INC.
Common Stock
PROSPECTUS
December ___, 1998
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration and Filing Fees:
Securities Exchange Commission...................... $ 629.70
Nasdaq ........................................... 2,000.00
Total Registration and Filing Fees.................. $2629.70
Printing and Engraving*.................................. 1,000.00
Legal*................................................... 3,000.00
Accounting*.............................................. 2,500.00
Total Other Expenses*.................................... 1,000.00
Total Expenses........................................... $10,129.70
*Estimate
Item 15. Indemnification of Directors and Officers
Pursuant to the Pennsylvania Business Corporation Law, the Bylaws of
JeffBanks, Inc. (the "Company") provide that a director is not personally
liable, as such, for monetary damages for any act taken, or any failure to take
action, unless (a) the director has breached or failed to perform the duties of
his of her office and (b) the breach or failure constitutes self-dealing,
willful misconduct or recklessness. The Company's Bylaws do not eliminate the
personal monetary liability of a director where the director is responsible or
liable pursuant to any criminal statute or for the payment of taxes.
Pursuant to the Company's Bylaws, it is required to indemnify any
director or officer who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director or officer.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
<PAGE>
The Company maintains directors' and officers' liability insurance
against any actual or alleged error, misstatement, misleading statement, act,
omission, neglect or breach of duty by any director or officer, excluding
certain matters including fraudulent, dishonest or criminal acts or
self-dealing.
Item 16. Exhibits and Financial Statement Schedules.
a. Exhibits.
---------
4. Form of certificate for common stock.(1)
5. Opinion of Ledgewood Law Firm, P.C., as to the
legality of the securities being registered
(including consent).
23.1 Consent of Grant Thornton LLP
23.2 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).
- -----------------------
(1) Filed as an amendment to the Company's Registration Statement on Form S-4
(Registration No. 33-62428) and by this reference incorporated herein.
Item 17. Undertakings.
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 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.
<PAGE>
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 provisions of registrant's Certificate of
Incorporation, Bylaws or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Betsy Z. Cohen, Paul Frenkiel and each of them acting
alone, his true and lawful attorney-in-fact, with full power of substitution,
for him 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Philadelphia, Commonwealth of Pennsylvania on
December 4, 1998.
JEFFBANKS, INC.
By: /s/ Betsy Z. Cohen
-------------------------------------
Betsy Z. Cohen, Chairman of the Board
and Chief Executive Officer
<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 dates indicated.
/s/ Betsy Z. Cohen Date: December 4, 1998
- ---------------------------
BETSY Z. COHEN, Chairman of
the Board, Chief Executive
Officer and Director
(Chief Executive Officer)
/s/ Edward E. Cohen Date: December 4, 1998
- ---------------------------
EDWARD E. COHEN, Chairman
of the Executive Committee
and Director
/s/ Paul Frenkiel Date: December 4, 1998
- --------------------------
PAUL FRENKIEL, Senior Vice
President - Finance, Chief
Financial Officer and
Treasurer (Chief Financial
and Accounting Officer)
/s/ William H. Lamb Date: December 4, 1998
- --------------------------
WILLIAM H. LAMB
Secretary and Director
/s/ Harmon S. Spolan Date: December 4, 1998
- ---------------------------
HARMON S. SPOLAN, President
and Director
<PAGE>
/s/ Robert J. Coleman Date: December 1, 1998
- ---------------------------
ROBERT J. COLEMAN, Director
/s/ Robert B. Goldstein Date: December 4, 1998
- -----------------------------
ROBERT B. GOLDSTEIN, Director
/s/ Hersh Kozlov Date: December 1, 1998
- ----------------------
HERSH KOZLOV, Director
/s/ Arthur Makadon Date: December 1, 1998
- ------------------------
ARTHUR MAKADON, Director
<PAGE>
Exhibit 5
OPINION OF LEDGEWOOD LAW FIRM, P.C.
December 4, 1998
JeffBanks, Inc.
1845 Walnut Street
Philadelphia, PA 19103
Ladies and Gentlemen:
We have acted as counsel to JeffBanks, Inc. ("JBI") in connection with the
preparation and filing by JBI of a registration statement on Form S-3
(Registration No. 333- ) (the "Registration Statement") with respect to
registration of 99,291 shares of JBI Common Stock, $1.00 per share par value,
(the "Common Stock") by persons ("Selling shareholders") who received such
shares pursuant to an Agreement and Plan of Merger dated August 14, 1998 among
JBI, Pioneer Mortgage, Inc. and JeffBanks Acquisitioncorp. VI, Inc. 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 issuance and 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, 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. We are attorneys admitted to practice before the courts of the United
States and the courts of the Commonwealth of Pennsylvania and, accordingly, we
express no opinion with respect to matters governed by the laws of any
jurisdiction other than the federal laws of the United States or the internal
laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that:
1. JBI is a corporation which has been duly formed, is validly existing
and is in good standing under the laws of the Commonwealth of Pennsylvania. At
the time the Common Stock was issued to the Selling Shareholders, JBI had full
power and authority to do so.
2. The Common Stock has been validly issued and is fully paid and
non-assessable.
We consent to the reference to this opinion and to Ledgewood Law Firm,
P.C. in the Prospectus included as part of 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.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
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 appearing in the 1997
Annual Report of the Company to its shareholders included in the Annual Report
on Form 10-K for the year ended December 31, 1997 which are incorporated by
reference in this Prospectus. We consent to the incorporation by reference in
the Prospectus of the aforementioned report and to the use of our name as it
appears under the caption "Experts."
/s/ Grant Thornton LLP
- ----------------------
Philadelphia, Pennsylvania
December 1, 1998
