AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997
REGISTRATION NO. ________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
CARNEGIE BANCORP
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(Exact name of registrant as specified in its charter)
NEW JERSEY
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(State or other jurisdiction of incorporation or organization)
22-3257100
------------------------------------
(I.R.S. Employer Identification No.)
619 ALEXANDER ROAD, PRINCETON, NEW JERSEY 07030
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip code)
1995 DIRECTORS STOCK OPTION PLAN
1995 EMPLOYEE STOCK OPTION PLAN
--------------------------------
(Full title of the plan)
THOMAS L. GRAY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
619 ALEXANDER ROAD
PRINCETON, NJ 07030
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(Name and address of agent for service)
(609) 520-0601
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered share (2) price (2) fee
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Common Stock,
no par value
par value 173,806(1) $19.25 $3,345,766 $1,014
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(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1995 Directors Stock Option Plan and 1995
Employee Stock Option Plan. This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in such Plans.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices quoted on the National
Association of Securities Dealers Automated Quotation System on January 22,
1997, and estimated solely for the purpose of calculating the registration fee.
Page 1
Exhibit Index at Page 8
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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:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;
(c) the Registrant's Current Reports on Form 8-K filed on
January 30, 1996, April 12, 1996, August 5, 1996, October 29, 1996,
and January 24, 1997; and
(d) the Registrant's Registration Statement on Form 8-A dated
July 21, 1994.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents, and any
other persons serving at the request of the Registrant as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) incurred in connection with any
pending or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, with respect to which such officer, director,
employee agent or other person is a party, or is threatened to be made a party,
to the full extent permitted by the New Jersey Business Corporation Act (the
"Act").
Section 14A:3-5 of the Act gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (a "corporate agent") against
expenses and liabilities incurred in connection with certain proceedings,
involving the corporate agent by reason of his being or having been such a
corporate agent, provided that with regard to a proceeding other than one by or
in the right of the corporation, the corporate agent must have acted in good
faith and in the manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
such proceeding, termination of a proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not of itself
create a presumption that any such corporate agent failed to meet the above
applicable standards of conduct. The indemnification provided by the Act does
not exclude any rights to which a corporate agent may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise. No indemnification, other than that required when a corporate agent
is successful on the merits or otherwise in any of the above proceedings shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders, an agreement or other proper corporate action in effect
at the time of the accrual of the alleged cause of action which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
corporation or the rights of indemnification to which a corporate agent may be
entitled.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit Number Description of Exhibit
-------------- ----------------------
4(a) 1995 Directors Stock Option Plan
4(b) 1995 Employee Stock Option Plan
5(a) Opinion of McCarter & English
23(a) Consent of McCarter & English (included in
the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of Coopers & Lybrand
24 Power of Attorney
ITEM 9. UNDERTAKINGS
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 and 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,
(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.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of New Jersey, on August 6, 1996.
CARNEGIE BANCORP
By: /s/ THOMAS L. GRAY
----------------------------
Thomas L. Gray,
President
(Principal Executive Officer)
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.
Name Title Date
---- ----- ----
/s/ THOMAS L. GRAY, JR. President, Chief August 6, 1996
- -------------------------- Executive Officer and
Thomas L. Gray, Jr. Director
/s/ MARK A. WOLTERS Executive Vice President August 6, 1996
- -------------------------- and Director (Principal
Mark A. Wolters Financial Officer and
Principal Accounting
Officer)
/s/ BRUCE A. MAHON Director and Chairman August 6, 1996
- -------------------------- of the Board
Bruce A. Mahon
/s/ MICHAEL E. GOLDEN Director August 6, 1996
- --------------------------
Michael E. Golden
/s/ THEODORE H. DOLCI, JR. Director August 6, 1996
- --------------------------
Theodore H. Dolci, Jr.
/s/ JAMES E. QUACKENBUSH Director August 6, 1996
- -------------------------
James E. Quackenbush
Page 6
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Name Title Date
---- ----- ----
/s/ STEVEN L. SHAPIRO Director August 6, 1996
- -------------------------
Steven L. Shapiro
/s/ SHELLEY M. ZEIGER Director August 6, 1996
- -------------------------
Shelley M. Zeiger
/s/ JOSEPH J. OAKES, III Director August 6, 1996
- -------------------------
Joseph J. Oakes, III
Page 7
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
CARNEGIE BANCORP
Exhibit No. Name of Document Page
- ----------- ---------------- ----
4(a) 1995 Directors Stock Option Plan 9
4(b) 1995 Employee Stock Option Plan 18
5(a) Opinion of McCarter & English 28
23(a) Consent of McCarter & English (included
in the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of Coopers & Lybrand 30
24 Power of Attorney 31
Page 8
EXHIBIT 4(A)
CARNEGIE BANCORP
1995 DIRECTORS STOCK OPTION PLAN
SECTION 1. PURPOSE
The Carnegie Bancorp 1995 Director Stock Option Plan (the "Plan") is hereby
established to foster and promote the long-term success of Carnegie Bancorp (the
"Corporation") and its shareholders by providing directors with an equity
interest in the Corporation. The Plan will assist the Corporation in attracting
and retaining the highest quality of experienced persons as directors and in
aligning the interests of such directors more closely with the interests of the
Corporation's shareholders.
SECTION 2. DEFINITIONS
Capitalized terms not specifically defined elsewhere herein shall have the
following meaning:
"Act" means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
"Committee" means the Stock Option Committee of the Board (or any successor
committee of the Board responsible for administering the Plan), which shall
consist of two or more directors to administer the Plan and perform the
functions set forth herein. The Committee may consist of the entire Board.
"Common Stock" or "Stock" means the common stock, no par value, of the
Corporation.
"Corporation" means Carnegie Bancorp and any present or future subsidiary
corporations of Carnegie Bancorp (as defined in Section 424 of the Code) or any
successor to such corporations.
"Disability" shall mean permanent and total disability which if the
Director were an employee of the Corporation would be treated as a total
disability under the term of the Corporation's
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long-term disability plan for employees as in effect from time to time;
provided, however, with respect to a Participant who has been granted an
Incentive Stock Option such term shall have the meaning set forth in Section
422(c)(6) of the Code.
"Fair Market Value" means, with respect to shares of Common Stock, the fair
market value as determined by the Committee in good faith and in a manner
established by the Committee from time to time; provided, however, so long as
the shares of Common Stock are last sale reported over the counter securities,
then the "fair market value" of such shares on any date shall be the closing
price reported in the consolidated reporting system, on the business day
immediately preceding the date in question, as reported on the NASDAQ system.
"Incentive Stock Option" means an option to purchase shares of Common Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.
"Non-Qualified Stock Option" means an option to purchase shares of Common
Stock granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.
"Option" means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" means a member of the Board of Directors of the Corporation
or its subsidiaries selected by the Committee to receive an Option under the
Plan.
"Plan" means the Carnegie Bancorp 1995 Director Stock Option Plan.
"Retirement" means termination of employment in accordance with the
retirement provisions of any retirement or pension plan maintained by the
Corporation or any of its subsidiaries.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Committee. Among other things,
the Committee shall have authority, subject to the terms of the Plan to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, and to determine the terms and conditions of any Option
granted hereunder, and the exercise price thereof.
(b) Subject to the other provisions of the Plan, the Committee shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the
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operation of the Plan as it shall from time to time consider advisable, to
interpret the provisions of the Plan and any Option and to decide all disputes
arising in connection with the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any option
agreement in the manner and to the extent it shall deem appropriate to carry the
Plan into effect, in its sole and absolute discretion. The Committee's decision
and interpretations shall be final and binding. Any action of the Committee with
respect to the administration of the Plan shall be taken pursuant to a majority
vote or by the unanimous written consent of its members.
(c) The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent.
SECTION 4. ELIGIBILITY AND PARTICIPATION
Members of the Board of Directors of the Corporation shall be eligible to
participate in the Plan. The Participants under the Plan shall be selected from
time to time by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine in its sole discretion the numbers
of shares to be covered by the Option or Options granted to each Participant.
Options intended to qualify as Incentive Stock Options shall be granted only to
persons who are eligible to receive such options under Section 422 of the Code.
SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS
(a) The maximum number of shares of Common Stock which may be issued and
purchased pursuant to Options granted under the Plan is 154,000, subject to the
adjustments as provided in Section 5 and Section 7, to the extent applicable. If
an Option granted under this Plan expires or terminates before exercise or is
forfeited for any reason, without a payment in the form of Common Stock being
granted to the Participant, the shares of Common Stock subject to such Option,
to the extent of such expiration, termination or forfeiture, shall again be
available for subsequent Option grant under Plan. Shares of Common Stock issued
under the Plan may consist in whole or in part of authorized but unissued shares
or treasury shares.
(b) In the event that the Committee determines, in its sole discretion,
that any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a
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class of equity securities, recapitalization, reclassification, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Common Stock at a price substantially
below Fair Market Value, or other similar transaction affects the Common Stock
such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be granted or made available under the Plan to
Participants, the Committee shall have the right to proportionately and
appropriately adjust equitably any or all of (i) the maximum number and kind of
shares of Common Stock in respect of which Options may be granted under the Plan
to Participants, (ii) the number and kind of shares of Common Stock subject to
outstanding Options held by Participants, and (iii) the exercise price with
respect to any Options held by Participants, without changing the aggregate
purchase price as to which such Options remains exercisable, and if considered
appropriate, the Committee may make provision for a cash payment with respect to
any outstanding Options held by a Participant, provided that no adjustment shall
be made pursuant to this Section if such adjustment would cause the Plan to fail
to comply with Section 422 of the Code with regard to any Incentive Stock
Options granted hereunder. No fractional Shares shall be issued on account of
any such adjustment.
(c) Any adjustments under this Section will be made by the Committee, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.
SECTION 6. OPTIONS
(a) Subject to Federal and state statutes then applicable and the
provisions of the Plan, the Committee may grant Incentive Stock Options to
directors who are also officers of the Corporation and Non-Qualified Stock
Options to all directors and determine the number of shares to be covered by
each Option, the Option price therefor, the term of the Option, and the other
conditions and limitations applicable to the exercise of the Option. The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422 of the Code. Anything in the Plan to the contrary notwithstanding,
no term of the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted to the
Committee under the Plan be so exercised, so as to disqualify the Plan, or
without the consent of the Participant, any Incentive Stock Option granted under
the Plan pursuant to Section 422 of the Code.
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(b) The Option price per share of Common Stock purchasable under an Option
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant. If the Participant owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Corporation or any
subsidiary or parent corporation of the Corporation and an Incentive Stock
Option is granted to such Participant, the Option price shall be not less than
110% of Fair Market Value of the Common Stock on the date of grant.
(c) No Option shall be exercisable more than ten (10) years after the date
the Option is granted. If a Participant owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Corporation or any
subsidiary or parent corporation of the Corporation and an Incentive Stock
Option is granted to such Participant, such Option shall not be exercisable
after the expiration of five (5) years from the date of grant.
(d) No shares of Common Stock shall be delivered pursuant to any exercise
of an Option until payment in full of the Option price therefor is received by
the Corporation. Such payment may be made in whole or in part in cash or by
certified or bank check or, to the extent permitted by the Committee at or after
the grant of the Option, by delivery of shares of Common Stock owned by the
Participant valued at their Fair Market Value on the date of delivery, or such
other lawful consideration as the Committee may determine.
(e) Unless otherwise determined by the Committee at the time of grant of an
Option, with a regard to any Option granted to a director who is also an officer
of the Corporation, in the event such Participant's employment with the
Corporation terminates by reason of death or Disability, any Option granted to
such Participant which is then outstanding may be exercised at any time prior to
the expiration of the term of such Option or within twelve (12) months following
the Participant's termination of employment by reason of death or Disability,
whichever period is shorter.
(f) Unless otherwise determined by the Committee at the time of grant of an
Option, with regard to any Option granted to a director who is also an officer
of the Corporation, in the event the Participant's employment with the
Corporation terminates for any reason other than death or Disability, any Option
granted to such Participant which is then outstanding may be exercised until the
expiration of the term of such Option, or
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in the case of the Participant's termination of employment for reasons other
than death, Disability or Retirement, within one (1) month of such termination,
or in the case of the Participant's Retirement, within three (3) months of such
Retirement, whichever period is shorter.
(g) In the event the membership on the Board of a director who is not also
an officer of the Corporation ceases all Options then held and exercisable by
such director may be exercised at any time prior to the expiration of the stated
term of such Option.
(h) No Option shall be transferable by the Participant otherwise than by
will or by the laws of descent and distribution, and all Options shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's appointed guardian or legal representative. A Participant shall
notify the Committee in writing in the event that he disposes of Common Stock
acquired upon exercise of an Incentive Stock Option within the two-year period
following the date the Incentive Stock Option was granted or within the one-year
period following the date he received Common Stock upon the exercise of an
Incentive Stock Option and shall comply with any other requirements imposed by
the Corporation in order to enable the Corporation to secure the related income
tax deduction to which it will be entitled in such event under the Code.
(i) The Committee may in its sole discretion, (i) accelerate the date or
dates on which all or any particular Option or Options granted under the Plan
may be exercised or (ii) extend the dates during which all or any particular
Option or Options granted under the Plan may be exercised; provided, however,
that no such extension shall be permitted if it would cause the Plan to fail to
comply with Section 422 of the Code.
(j) The aggregate Fair Market Value of shares of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by a
Participant who is an employee of the Corporation during one calendar year
(under all plans of the Corporation and its parent and subsidiary corporations)
shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00). Such
aggregate Fair Market Value shall be determined as of the date such Option is
granted.
SECTION 7. GENERAL PROVISIONS APPLICABLE TO OPTIONS
(a) Each Option under the Plan shall be evidenced by a writing delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions
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not inconsistent with the provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable tax and regulatory laws and accounting principles.
(b) Each Option may be granted alone, in addition to or in relation to any
other Option. The terms of each Option need not be identical, and the Committee
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Option, any determination with respect to an Option may be made
by the Committee at the time of grant or at any time thereafter.
(c) In the event of a consolidation, reorganization, merger or sale of all
or substantially all of the assets of the Corporation in each case in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity or in the event of a
liquidation of the Corporation, the Committee may, in its discretion, provide
for any one or more of the following actions, as to outstanding options: (i)
provide that such options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such options substituted for Incentive Stock Options
shall meet the requirements of Section 424(a) of the Code, (ii) upon written
notice to the Participants, provide that all unexercised options will terminate
immediately prior to the consummation of such transaction unless exercised (to
the extent then exercisable) by the Participant within a specified period
following the date of such notice, (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Corporation will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the Participants
equal to the difference between (A) the Merger Price times the number of shares
of Common Stock subject to such outstanding Options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Options in exchange for the termination
of such Options, and (iv) provide that all or any outstanding Options shall
become exercisable in full immediately prior to such event.
(d) The Participant shall pay to the Corporation, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld in respect of Options under the Plan no later than the date of the
event creating the tax liability. In the Committee's sole discretion, a
Participant (other than a Section 16 Participant, who shall be subject to the
following sentence) may elect to have such tax obligations paid,
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in whole or in part, in shares of Common Stock, including shares retained from
the Option creating the tax obligation. With respect to Section 16 Participants,
upon the issuance of shares of Common Stock in respect of an Option, such number
of shares issuable shall be reduced by the number of shares necessary to satisfy
such Section 16 Participant's federal, and where applicable, state withholding
tax obligations. For withholding tax purposes, the value of the shares of Common
Stock shall be the Fair Market Value on the date the withholding obligation is
incurred. The Corporation may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.
(e) For purposes of the Plan, the following events shall not be deemed a
termination of employment of a Participant:
(i) a transfer to the employment of the Corporation from a subsidiary
or from the Corporation to a subsidiary, or from one subsidiary to another,
or
(ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Corporation, if the Participant's
right to reemployment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or if
the Committee otherwise so provides in writing.
(f) The Committee may at any time, and from time to time, amend, modify or
terminate the Plan or any outstanding Option held by a Participant, including
substituting therefor another Option of the same or a different type, changing
the date of exercise or realization, and converting an Incentive Stock Option to
a Non-Qualified Stock Option, provided that the Participant's consent to each
action shall be required unless the Committee determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.
SECTION 8. MISCELLANEOUS
(a) No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the right
to continued employment or service on the Corporation's Board of Directors. The
Corporation expressly reserves the right at any time to dismiss a Participant
free from any liability or claim under the Plan, except as expressly provided in
the applicable Option.
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(b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.
(c) Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Common Stock to be distributed under the
Plan until he or she becomes the holder thereof.
(d) Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.
(e) No member of the Board of Directors or the Committee shall be liable
for any action or determination taken or granted in good faith with respect to
this Plan nor shall any member of the Board of Directors or the Committee be
liable for any agreement issued pursuant to this Plan or any grants under it.
Each member of the Board of Directors and the Committee shall be indemnified by
the Corporation against any losses incurred in such administration of the Plan,
unless his action constitutes serious and willful misconduct.
(f) Subject to the approval of the shareholders of the Corporation, the
Plan shall be effective on June 25, 1995. Prior to such approval, Options may be
granted under the Plan expressly subject to shareholder approval.
(g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any applicable
tax laws or regulatory requirement.
(h) Options may not be granted under the Plan after June 24, 2005, but then
outstanding Options may extend beyond such date.
(i) To the extent that State laws shall not have been preempted by any laws
of the United States, the Plan shall be construed, regulated, interpreted and
administered according to the other laws of the State of New Jersey.
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EXHIBIT 4(B)
CARNEGIE BANCORP
1995 EMPLOYEE STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Carnegie Bancorp 1995 Employee Stock Option Plan is to
enable Carnegie Bancorp (the "Corporation") to attract, retain and motivate its
key employees and to enable key employees to participate in the long-term growth
of the Corporation by providing for or increasing the proprietary interests of
such persons in the Corporation thereby assisting the Corporation to achieve its
long-range goals.
SECTION 2. DEFINITIONS
Capitalized terms not specifically defined elsewhere herein shall have the
following meaning:
"Act" means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
"Committee" means the Stock Option Committee of the Board (or any successor
committee of the Board responsible for administering the Plan), which shall
consist of two or more directors, each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3(c) under the Act, to administer the Plan and
perform the functions set forth herein.
"Common Stock" or "Stock" means the common stock, no par value, of the
Corporation.
"Corporation" means Carnegie Bancorp and any present or future subsidiary
corporations of Carnegie Bancorp (as defined in Section 424 of the Code) or any
successor to such corporations.
"Disability" means total disability as determined in accordance with the
terms of the Corporation's long-term disability plan (or, if the Corporation has
no such plan, its retirement plan) as in effect from time to time; provided,
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however, with respect to a Participant who has been granted an Incentive Stock
Option such term shall have the meaning set forth in Section 422(c)(6) of the
Code.
"Fair Market Value" means, with respect to shares of Common Stock, the fair
market value as determined by the Committee in good faith and in a manner
established by the Committee from time to time; provided, however, so long as
the shares of Common Stock are last sale reported over the counter securities,
then the "fair market value" of such shares on any date shall be the closing
price reported in the consolidated reporting system, on the business day
immediately preceding the date in question, as reported on the NASDAQ system.
"Incentive Stock Option" means an option to purchase shares of Common Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.
"Non-Qualified Stock Option" means an option to purchase shares of Common
Stock granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.
"Option" means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" means a person selected by the Committee to receive an Option
under the Plan.
"Plan" means the Carnegie Bancorp 1995 Employee Stock Option Plan.
"Retirement" means termination of employment in accordance with the
retirement provisions of any retirement or pension plan maintained by the
Corporation or any of its subsidiaries.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Committee. Among other things,
the Committee shall have authority, subject to the terms of the Plan to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, and to determine the terms and conditions of any Option
granted hereunder, and the exercise price thereof.
(b) Subject to the other provisions of the Plan, the Committee shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and any
Option
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and to decide all disputes arising in connection with the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any option agreement in the manner and to the extent it shall
deem appropriate to carry the Plan into effect, in its sole and absolute
discretion. The Committee's decision and interpretations shall be final and
binding. Any action of the Committee with respect to the administration of the
Plan shall be taken pursuant to a majority vote or by the unanimous written
consent of its members.
(c) The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent.
SECTION 4. ELIGIBILITY AND PARTICIPATION
Officers and other key employees of the Corporation (excluding officers and
employees who are also directors) who are from time to time responsible for the
management, growth and protection of the business of the Corporation, shall be
eligible to participate in the Plan. The Participants under the Plan shall be
selected from time to time by the Committee, in its sole discretion, from among
those eligible, and the Committee shall determine in its sole discretion the
numbers of shares to be covered by the Option or Options granted to each
Participant. Options intended to qualify as Incentive Stock Options shall be
granted only to persons who are eligible to receive such options under Section
422 of the Code.
SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS
(a) The maximum number of shares of Common Stock which may be issued and
purchased pursuant to Options granted under the Plan is 11,530, subject to the
adjustments as provided in Section 5 and Section 7, to the extent applicable. If
an Option granted under this Plan expires or terminates before exercise or is
forfeited for any reason, without a payment in the form of Common Stock being
granted to the Participant, the shares of Common Stock subject to such Option,
to the extent of such expiration, termination or forfeiture, shall again be
available for subsequent Option grant under Plan. Shares of Common Stock issued
under the Plan may consist in whole or in part of authorized but unissued shares
or treasury shares.
(b) In the event that the Committee determines, in its sole discretion,
that any stock dividend, stock split, reverse stock
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split or combination, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted or made available under the Plan to Participants, the
Committee shall have the right to proportionately and appropriately adjust
equitably any or all of (i) the maximum number and kind of shares of Common
Stock in respect of which Options may be granted under the Plan to Participants,
(ii) the number and kind of shares of Common Stock subject to outstanding
Options held by Participants, and (iii) the exercise price with respect to any
Options held by Participants, without changing the aggregate purchase price as
to which such Options remains exercisable, and if considered appropriate, the
Committee may make provision for a cash payment with respect to any outstanding
Options held by a Participant, provided that no adjustment shall be made
pursuant to this Section if such adjustment would cause the Plan to fail to
comply with Section 422 of the Code or with Rule 16b-3 of the Act. No fractional
Shares shall be issued on account of any such adjustment.
(c) Any adjustments under this Section will be made by the Committee, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.
SECTION 6. OPTIONS
(a) Subject to Federal and state statutes then applicable and the
provisions of the Plan, the Committee may grant Incentive Stock Options and
Non-Qualified Stock Options and determine the number of shares to be covered by
each Option, the Option price therefor, the term of the Option, and the other
conditions and limitations applicable to the exercise of the Option. The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422 of the Code. Anything in the Plan to the contrary notwithstanding,
no term of the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted to the
Committee under the Plan be so exercised, so as to disqualify the Plan, or
without the consent of the Participant, any Incentive Stock Option granted under
the Plan pursuant to Section 422 of the Code.
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(b) The Option price per share of Common Stock purchasable under an Option
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant with respect to Incentive Stock Options, and shall be the price
determined by the Committee, which may be less than, equal to or greater than
the Fair Market Value of the Common Stock on the date of grant but in no event
less than 85% of the Fair Market Value of the Common Stock, with respect to
Non-Qualified Stock Options. If the Participant owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Corporation or any subsidiary or parent corporation of the Corporation and an
Incentive Stock Option is granted to such Participant, the Option price shall be
not less than 110% of Fair Market Value of the Common Stock on the date of
grant.
(c) No Option shall be exercisable more than ten (10) years after the date
the Option is granted. If a Participant owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Corporation or any
subsidiary or parent corporation of the Corporation and an Incentive Stock
Option is granted to such Participant, such Option shall not be exercisable
after the expiration of five (5) years from the date of grant.
(d) No shares of Common Stock shall be delivered pursuant to any exercise
of an Option until payment in full of the Option price therefor is received by
the Corporation. Such payment may be made in whole or in part in cash or by
certified or bank check or, to the extent permitted by the Committee at or after
the grant of the Option, by delivery of shares of Common Stock owned by the
Participant valued at their Fair Market Value on the date of delivery, or such
other lawful consideration as the Committee may determine.
(e) Unless otherwise determined by the Committee at the time of grant of an
Option, in the event a Participant's employment with the Corporation terminates
by reason of death or Disability, any Option granted to such Participant which
is then outstanding may be exercised at any time prior to the expiration of the
term of such Option or within twelve (12) months following the Participant's
termination of employment by reason of death or Disability, whichever period is
shorter.
(f) Unless otherwise determined by the Committee at the time of grant of an
Option, in the event the Participant's employment with the Corporation
terminates for any reason other than death or Disability, any Option granted to
such Participant
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which is then outstanding may be exercised until to the expiration of the term
of such Option, or in the case of the Participant's termination of employment
for reasons other than death, Disability or Retirement, within one (1) month of
such termination, or in the case of the Participant's Retirement, within three
(3) months of such Retirement, whichever period is shorter.
(g) No Option shall be transferable by the Participant otherwise than by
will or by the laws of descent and distribution, and all Options shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's appointed guardian or legal representative. A Participant shall
notify the Committee in writing in the event that he disposes of Common Stock
acquired upon exercise of an Incentive Stock Option within the two-year period
following the date the Incentive Stock Option was granted or within the one-year
period following the date he received Common Stock upon the exercise of an
Incentive Stock Option and shall comply with any other requirements imposed by
the Corporation in order to enable the Corporation to secure the related income
tax deduction to which it will be entitled in such event under the Code.
(h) The Committee may in its sole discretion, (i) accelerate the date or
dates on which all or any particular Option or Options granted under the Plan
may be exercised or (ii) extend the dates during which all or any particular
Option or Options granted under the Plan may be exercised; provided, however,
that no such extension shall be permitted if it would cause the Plan to fail to
comply with Section 422 of the Code or with Rule 16b-3 of the Act.
(i) The aggregate Fair Market Value of shares of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by a
Participant who is an employee of the Corporation during one calendar year
(under all plans of the Corporation and its parent and subsidiary corporations)
shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00). Such
aggregate Fair Market Value shall be determined as of the date such Option is
granted.
SECTION 7. GENERAL PROVISIONS APPLICABLE TO OPTIONS
(a) Notwithstanding any other provision of the Plan, in order to qualify
for the exemption provided by Rule 16b-3 of the Act, any Common Stock acquired
by a Participant subject to Section 16 of the Act (a "Section 16 Participant")
upon exercise of an Option may not be sold for six (6) months after the date of
grant of the Option. The Committee shall have no authority to
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take any action if the authority to take such action, or the taking of such
action, would disqualify the Plan from the exemption provided by Rule 16b-3 of
the Act.
(b) Each Option under the Plan shall be evidenced by a writing delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Committee considers necessary or advisable to achieve the purposes of the
Plan or comply with applicable tax and regulatory laws and accounting
principles.
(c) Each Option may be granted alone, in addition to or in relation to any
other Option. The terms of each Option need not be identical, and the Committee
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Option, any determination with respect to an Option may be made
by the Committee at the time of grant or at any time thereafter.
(d) In the event of a consolidation, reorganization, merger or sale of all
or substantially all of the assets of the Corporation in each case in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity or in the event of a
liquidation of the Corporation, the Committee may, in its discretion, arrange
for any one or more of the following actions to be taken, as to outstanding
options: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), provided that any such options substituted for Incentive
Stock Options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the Participants, provide that all unexercised options
will terminate immediately prior to the consummation of such transaction unless
exercised (to the extent then exercisable) by the Participant within a specified
period following the date of such notice, (iii) in the event of a merger under
the terms of which holders of the Common Stock of the Corporation will receive
upon consummation thereof a cash payment for each share surrendered in the
merger (the "Merger Price"), make or provide for a cash payment to the
Participants equal to the difference between (A) the Merger Price times the
number of shares of Common Stock subject to such outstanding Options (to the
extent then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding Options in exchange for the
termination of such Options, and (iv) provide that all or any outstanding
Options shall become exercisable in full immediately prior to such event.
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(e) The Committee may grant Options under the Plan in substitution for
options held by employees of another corporation who become employees of the
Corporation, or a subsidiary of the Corporation, as the result of a merger or
consolidation of the employing corporation with the Corporation or a subsidiary
of the Corporation, or as a result of the acquisition by the Corporation, or one
of its subsidiaries, of property or stock of the employing corporation. The
Corporation may direct that substitute options be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.
(f) The Participant shall pay to the Corporation, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld in respect of Options under the Plan no later than the date of the
event creating the tax liability. In the Committee's sole discretion, a
Participant (other than a Section 16 Participant, who shall be subject to the
following sentence) may elect to have such tax obligations paid, in whole or in
part, in shares of Common Stock, including shares retained from the Option
creating the tax obligation. With respect to Section 16 Participants, upon the
issuance of shares of Common Stock in respect of an Option, such number of
shares issuable shall be reduced by the number of shares necessary to satisfy
such Section 16 Participant's federal, and where applicable, state withholding
tax obligations. For withholding tax purposes, the value of the shares of Common
Stock shall be the Fair Market Value on the date the withholding obligation is
incurred. The Corporation may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.
(g) For purposes of the Plan, the following events shall not be deemed a
termination of employment of a Participant:
(i) a transfer to the employment of the Corporation from a subsidiary
or from the Corporation to a subsidiary, or from one subsidiary to another,
or
(ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Corporation, if the Participant's
right to reemployment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or if
the Committee otherwise so provides in writing.
For purposes of the Plan, employees of a subsidiary of the Corporation
shall be deemed to have terminated their employment on the date on which such
subsidiary ceases to be a subsidiary of the Corporation.
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(h) The Committee may at any time, and from time to time, amend, modify or
terminate the Plan or any outstanding Option held by a Participant, including
substituting therefor another Option of the same or a different type, changing
the date of exercise or realization, and converting an Incentive Stock Option to
a Non-Qualified Stock Option, provided that the Participant's consent to each
action shall be required unless the Committee determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.
SECTION 8. MISCELLANEOUS
(a) No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the right
to continued employment. The Corporation expressly reserves the right at any
time to dismiss a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Option.
(b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements for its employees.
(c) Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Common Stock to be distributed under the
Plan until he or she becomes the holder thereof.
(d) Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.
(e) No member of the Board of Directors or the Committee shall be liable
for any action or determination taken or granted in good faith with respect to
this Plan nor shall any member of the Board of Directors or the Committee be
liable for any agreement issued pursuant to this Plan or any grants under it.
Each member of the Board of Directors and the Committee shall be indemnified by
the Corporation against any losses incurred in such administration of the Plan,
unless his action constitutes serious and willful misconduct.
(f) Subject to the approval of the shareholders of the Corporation, the
Plan shall be effective on June 25, 1995. Prior
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to such approval, Options may be granted under the Plan expressly subject to
shareholder approval.
(g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any applicable
tax laws or regulatory requirement, including any requirements for exemptive
relief under Section 16(b) of the Act.
(h) Options may not be granted under the Plan after June 24, 2005, but then
outstanding Options may extend beyond such date.
(i) To the extent that State laws shall not have been preempted by any laws
of the United States, the Plan shall be construed, regulated, interpreted and
administered according to the other laws of the State of New Jersey.
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EXHIBIT 5(a)
January 24, 1997
RE: Carnegie Bancorp
Registration Statement on Form S-8
Carnegie Bancorp
619 Alexander Road
Princeton, NJ 07030
Dear Sirs:
We have acted as counsel for Carnegie Bancorp, a New Jersey corporation
(the "Company"), in connection with the Registration Statement on Form S-8 being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to an aggregate of 173,806 shares
of Common Stock, no par value per share, of the Company, (i) up to 161,700 of
which are reserved for issuance and sale pursuant to the Company's 1995
Directors Stock Option Plan (the "Director Shares") and (ii) up to 12,106 of
which are reserved for issuance and sale pursuant to the Company's 1995 Employee
Stock Option Plan (the "Employee Shares"). Each of the 1995 Directors Stock
Option Plan and the 1995 Employee Stock Option Plan are herein referred to as a
"Plan".
In so acting, we have examined, and relied as to matters of fact upon, the
originals, or copies certified or otherwise identified to our satisfaction, of
the Certificate of Incorporation and By-laws of the Company, each Plan, and such
other certificates, records, instruments and documents, and have made such other
and further investigations, as we have deemed
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necessary or appropriate to enable us to express the opinion set forth below. In
such examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the Director Shares
pursuant to the exercise of stock options and payment of the exercise price
therefor in accordance with the terms set forth in such options and the
Company's 1995 Directors Stock Option Plan, in cash or other consideration
permitted under Section 14A:7-5 of the New Jersey Business Corporation Act (the
"Act"), the Director Shares issued thereunder will be legally issued, fully paid
and non-assessable; and
2. Upon issuance and delivery by the Company of the Employee Shares
pursuant to the exercise of stock options and payment of the exercise price
therefor in accordance with the terms set forth in such options and the
Company's 1995 Employee Stock Option Plan, in cash or other consideration
permitted under Section 14A:7-5 of the Act, the Employee Shares issued
thereunder will be legally issued, fully paid and non-assessable.
The issuance of the Employee Shares and the Director Shares is subject to
the continuing effectiveness of the Registration Statement and the
qualification, or exemption from registration, of such Shares under certain
state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
MCCARTER & ENGLISH
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EXHIBIT 23(b)
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Carnegie Bancorp on Form S-8 of our report dated January 29, 1996, on our audits
of the consolidated financial statements of Carnegie Bancorp as of December 31,
1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993 included
in the annual report on Form 10-KSB of Carnegie Bancorp filed with the
Securities and Exchange Commission on March 28, 1996.
COOPERS & LYBRAND L.L.P.
------------------------
Coopers & Lybrand L.L.P.
Parsippany, New Jersey
January 21, 1997
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas L. Gray, Jr. as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments and post-effective amendments to that certain Registration
Statement of Carnegie Bancorp on Form S-8, and to file the same with all
exhibits thereto, and grants unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts.
The foregoing Power of Attorney was prepared in conjunction with the
Registration Statement on Form S-8 and has been duly signed by the following
persons in the capacities and dates indicated.
Signature Title Date
- --------- ----- ----
/s/ MARK A. WOLTERS Director August 6, 1996
- ---------------------------
Mark A. Wolters
/s/ BRUCE A. MAHON Director August 6, 1996
- ---------------------------
Bruce A. Mahon
/s/ MICHAEL E. GOLDEN Director August 6, 1996
- ---------------------------
Michael E. Golden
/s/ THEODORE H. DOLCI, JR. Director August 6, 1996
- ---------------------------
Theodore H. Dolci, Jr.
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/s/ JAMES E. QUACKENBUSH Director August 6, 1996
- ---------------------------
James E. Quackenbush
/s/ STEVEN L. SHAPIRO Director August 6, 1996
- ---------------------------
Steven L. Shapiro
/s/ SHELLEY M. ZEIGER Director August 6, 1996
- ---------------------------
Shelley M. Zeiger
/s/ JOSEPH J. OAKES, III Director August 6, 1996
- ---------------------------
Joseph J. Oakes, III
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