AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997
REGISTRATION NO. ________
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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)
1997 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
- --------------------------------------------------------------------------------
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 fee
- --------------------------------------------------------------------------------
Common Stock, 274,000(1) $16.88 $4,625,120 $1,402
no par value
par value
- --------------------------------------------------------------------------------
(1) Maximum number of shares authorized for issuance pursuant to the exercise
of options under Registrant's 1997 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 Plan.
(2) Estimated solely for the purpose of determining the registration fee, and
based on the average of the high and low prices of the Common Stock, as
quoted on the NASDAQ National Market on June 16, 1997.
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<PAGE>
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, 1996;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) the Registrant's Current Reports on Form 8-K filed on April 16, 1997,
May 5, 1997 and June 6, 1997
(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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<PAGE>
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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<PAGE>
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 1997 Stock Option Plan
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included in
the opinion filed as Exhibit 5 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.
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
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<PAGE>
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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 June 12, 1997.
CARNEGIE BANCORP
By: /s/ THOMAS L. GRAY
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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 June 12, 1997
- ------------------------- Executive Officer and
Thomas L. Gray, Jr. Director
/s/ RICHARD P. ROSA Executive Vice President June 12, 1997
- ------------------------- (Principal Financial Officer
Richard P. Rosa and Principal Accounting
Officer)
/s/ BRUCE A. MAHON Director and Chairman June 12, 1997
- ------------------------- of the Board
Bruce A. Mahon
/s/ MICHAEL A. GOLDEN Director June 12, 1997
- -------------------------
Michael E. Golden
/s/ THEODORE H. DOLCI, JR. Director June 12, 1997
- -------------------------
Theodore H. Dolci, Jr.
/s/ JAMES E. QUACKENBUSH Director June 12, 1997
- -------------------------
James E. Quackenbush
/s/ STEVEN L. SHAPIRO Director June 12, 1997
- -------------------------
Steven L. Shapiro
/s/ SHELLY M. ZEIGER Director June 12, 1997
- -------------------------
Shelley M. Zeiger
/s/ MARK A. WOLTERS Director June 12, 1997
- -------------------------
Mark A. Wolters
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<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
CARNEGIE BANCORP
Exhibit No. Name of Document Page
- ---------- ---------------- ----
4 1997 Stock Option Plan
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included
in the opinion filed as Exhibit 5 hereto)
23(b) Consent of Coopers & Lybrand
24 Power of Attorney
EXHIBIT 4
CARNEGIE BANCORP
1997 STOCK OPTION PLAN
SECTION 1. PURPOSE
The Carnegie Bancorp 1997 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 and officers of the
Corporation 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 officers and in aligning the interests of such persons
more closely with the interests of the Corporation's shareholders by encouraging
such parties to maintain an equity interest in the Corporation.
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.
<PAGE>
"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, with respect to an Officer, a permanent disability
which qualifies as total disability under the terms of the Corporation's
Long-Term Disability Plans and, with respect to a Director, 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 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 Board of Directors in good faith and in a
manner established by the Board 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.
<PAGE>
"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-Employee Director" shall have the meaning ascribed to such term under
Securities and Exchange Commission Rule 16b-3(b)(3).
"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 or employee of the
Corporation selected by the Board to receive an Option under the Plan.
"Plan" means the Carnegie Bancorp 1997 Stock Option Plan.
"Retirement," with regard to an employee, 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. With regard to a
Director who is not also an employee, "Retirement" shall mean cessation of
service on the Corporation's Board of Directors after age 60 with at least 10
years of service as a member of the Corporation's Board of Directors.
"Termination for Cause" means termination because of Participant's
intentional failure to perform stated duties,
<PAGE>
personal dishonesty, willful violation of any law, rule regulation (other than
traffic violations or similar offenses) or final cease and desist order issued
by any regulatory agency having jurisdiction over the Participant or the
Corporation.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Board of Directors. Among other
things, the Board of Directors 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, to determine whether such Options are to
be Incentive Options or Non-Qualified Stock Options (subject to the requirements
of the Code), to determine the terms and conditions of any Option granted
hereunder, including whether to impose any vesting period, and the exercise
price thereof, subject to the requirements of this Plan.
(b) Subject to the other provisions of the Plan, the Board of Directors
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 and to decide all disputes arising in connection with the Plan.
The Board 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
<PAGE>
appropriate to carry the Plan into effect, in its sole and absolute discretion.
The Board's decision and interpretations shall be final and binding. Any action
of the Board 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 Board of Directors 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, employees and 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 Board of Directors, in its
sole discretion, from among those eligible, and the Board 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
<PAGE>
(a) The maximum number of shares of Common Stock which may be issued and
purchased pursuant to Options granted under the Plan is 274,000, subject to the
adjustments as provided in Section 5 and Section 9, to the extent applicable;
provided, however, that at no time may any option granted under this Plan become
exercisable if, when combined with all other outstanding exercisable options
under all stock option or employee benefit plans of the Corporation, the number
of shares purchasable upon the exercise of such options would exceed 15% of the
Corporation's then outstanding Common Stock. 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 Board of Directors determines, in its sole
discretion, that any stock dividend, stock split, reverse stock 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
<PAGE>
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 Board 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 remain exercisable, and if considered
appropriate, the Board 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 Board of
Directors, whose determination as to what adjustments, if any, will be made and
the extent thereof will be final, binding and conclusive.
SECTION 6. NON-QUALIFIED STOCK OPTIONS
<PAGE>
6.1 Grant of Non-Qualified Stock Options.
The Board of Directors may, from time to time, grant Non-Qualified Stock
Options to Participants upon such terms and conditions as the Board of Directors
may determine, and may grant Non-Qualified Stock Options in exchange for and
upon surrender of previously granted Options under this Plan. Non-Qualified
Stock Options granted under this Plan are subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-Qualified Stock Option shall be determined by the Board
of Directors on the date the option is granted. Such purchase price shall not be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the date of grant. Shares may be purchased only upon full payment of
the purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Common Stock at the Fair Market
Value of such shares on the date of surrender.
(b) Terms of Options. The term during which each Non-Qualified Stock Option
may be exercised shall be determined by the Board of Directors, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more than
ten (10) years from the date of grant. No Non-Qualified Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.
<PAGE>
(c) Termination of Service. Except as provided in Section 6.1(d) hereof,
unless otherwise determined by the Board of Directors, upon the termination of a
Participant's service as an employee or member of the Board of Directors for any
reason other than Disability, death or Termination for Cause, the Participant's
Non-Qualified Stock Options shall be exercisable only as to those shares which
were immediately exercisable by the participant at the date of termination and
only for a period of three months following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the award
of an Option, in the event of Termination for Cause, all rights under the
Participant's Non-Qualified Stock Options shall expire upon termination. In the
event of death or termination of service as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether or
not exercisable at such time, shall be exercisable by the Participant or his
legal representatives or beneficiaries of the Participant for one year or such
longer period as determined by the Board following the date of the Participant's
death or termination of service due to Disability, provided that in no event
shall the period extend beyond the expiration of the Non-Qualified Stock Option
term.
(d) Exception for Retirement. Notwithstanding the general rule contained in
Section 6.1(c) above, all options are exercisable held by a Participant whose
employment with the
<PAGE>
Corporation terminates due to Retirement may be exercised for the lesser of (i)
the remaining term of the option, or (ii) twelve (12) months.
SECTION 7. INCENTIVE STOCK OPTIONS
7.1 Grant of Incentive Stock Options.
The Board of Directors may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted pursuant to the
Plan shall be subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the date of
grant. However, if a Participant owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Common Stock, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the Common Stock on the date of grant. Shares may be
purchased only upon payment of the full purchase price. Payment of the purchase
price may be made, in whole or in part, through the surrender of shares of the
Common Stock at the Fair Market Value of such shares on the date of surrender.
<PAGE>
(b) Amounts of Options. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Board of Directors. In
the case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year shall
not exceed $100,000. The provisions of this Section 7.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code and the regulations,
if any, promulgated thereunder. To the extent an award is in excess of such
limit, it shall be deemed a Non-Qualified Stock Option. The Board shall have
discretion to redesignate options granted as Incentive Stock Options as
Non-Qualified options.
(c) Terms of Options. The term during which each Incentive Stock Option may
be exercised shall be determined by the Board of Directors, but in no event
shall an Incentive Stock Option be exercisable in whole or in part more than ten
(10) years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Common Stock representing more than
ten percent (10%) of the total combined voting power of the Corporation (or,
under Section 422(d) of the Code, is deemed to own Common Stock representing
more than ten percent (10%) of the total combined voting power of all such
<PAGE>
classes of Common Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister, spouse, ancestor
or lineal descendent of such employee, or by or for any corporation,
partnership, estate or trust of which such employee is a shareholder, partner or
beneficiary), the Incentive Stock Option granted to such employee shall not be
exercisable after the expiration of five years from the date of grant. No
Incentive Stock Option granted under this Plan is transferable except by will or
the laws of descent and distribution.
(d) Termination of Employment. Except as provided in Section 7.1(e) hereof,
upon the termination of a Participant's service for any reason other than
Disability, death or Termination for Cause, the Participant's Incentive Stock
Options which are then exercisable at the date of termination may only be
exercised by the Participant for a period of three months following termination.
Notwithstanding any provisions set forth herein nor contained in any Agreement
relating to an award of an Option, in the event of Termination for Cause all
rights under the Participant's Incentive Stock Options shall expire immediately
upon termination.
Unless otherwise determined by the Board of Directors, in the event of
death or termination of service as a result of Disability of any Participant,
all Incentive Stock Options held by such Participant, whether or not exercisable
at such time,
<PAGE>
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries of the Participant for one year following the
date of the participant's death or termination of employment as a result of
Disability. In no event shall the exercise period extend beyond the expiration
of the Incentive Stock Option term.
(e) Exception for Retirement. Notwithstanding the general rule contained in
Section 7.1(d) above, all options held by a Participant whose employment with
the Corporation terminates due to Retirement may be exercised for the lesser of
(i) the remaining term of the option or (ii) twelve (12) months. Any Incentive
Stock Option exercised more than three (3) months after a Participant's
Retirement will be treated as a Non-Qualified Stock Option.
(f) Compliance with Code. The options granted under this Section 7 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board 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
<PAGE>
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.
SECTION 8. EXTENSION
The Board of Directors may, in its sole discretion, 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 Incentive Stock Options issued under the Plan to fail to comply with
Section 422 of the Code.
SECTION 9. 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 not inconsistent with the provisions of the Plan as
the Board of Directors 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 Board of
Directors need not treat Participants uniformly. Except as otherwise provided by
the Plan
<PAGE>
or a particular Option, any determination with respect to an Option may be made
by the Board 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 Board of Directors 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)
<PAGE>
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 Board of Directors 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 Board's sole discretion, a
Participant (other than a Participant subject to Section 16 of the "Act" (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
<PAGE>
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 Board of Directors otherwise so provides in writing.
(f) The Board of Directors 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
or changing the date of exercise or realization, provided that the Participant's
consent to each action shall be required unless the Board of Directors
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
SECTION 10. MISCELLANEOUS
<PAGE>
(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.
(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 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 be liable for any agreement issued pursuant
to this
<PAGE>
Plan or any grants under it. Each member of the Board of Directors 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 January 15, 1997. 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 January 14, 2007, 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.
EXHIBIT 5
June __, 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 274,000 shares
of Common Stock, no par value per share, of the Company (the "Shares"), which
are reserved for issuance and sale pursuant to the Company's 1997 Stock Option
Plan (the "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, the Plan, and such
other certificates, records, instruments and documents, and have made such other
and further investigations, as we have deemed 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, upon issuance and
delivery by the Company of the 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 Plan, in cash or other consideration permitted
under Section 14A:7-5 of the New Jersey Business Corporation Act, the Shares
issued thereunder will be legally issued, fully paid and non-assessable.
<PAGE>
The issuance of the 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
<TABLE>
<S> <C> <C> <C>
COOPERS | COOPERS & LYBRAND L.L.P. | Morris County Financial Center | telephone (201) 829-9000
& LYBRAND | | One Sylvan Way |
| | Parsippany, New Jersey 07054 | facsimile (201) 829-9313
| | |
| a professional services firm | |
</TABLE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Carnegie Bancorp (the "Company") on Form S-8 (File No. 333-xxxxx) of our report
dated February 3, 1997, which includes an explanatory paragraph regarding the
change in method of accounting for certain investment securities in 1994, on our
audits of the consolidated financial statements of Carnegie Bancorp and
Subsidiary as of December 31, 1996 and 1995 and for the years ended December 31,
1996, 1995 and 1994 which is included in the 1996 Annual Report on Form 10-KSB
which is incorporated by reference herein. We also consent to the reference to
our Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Princeton, New Jersey
June 16, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark A. Wolters and 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 June 12, 1997
- --------------------------
Mark A. Wolters
/s/ BRUCE A. MAHON Director June 12, 1997
- --------------------------
Bruce A. Mahon
/s/ MICHAEL E. GOLDEN Director June 12, 1997
- --------------------------
Michael E. Golden
/s/ THEODORE H. DOLCI, JR. Director June 12, 1997
- --------------------------
Theodore H. Dolci, Jr.
/s/ JAMES E. QUACKENBUSH Director June 12, 1997
- --------------------------
James E. Quackenbush
/s/ STEVEN L. SHAPIRO Director June 12, 1997
- --------------------------
Steven L. Shapiro
/s/ SHELLY M. ZEIGER Director June 12, 1997
- --------------------------
Shelley M. Zeiger
/s/ RICHARD P. ROSA Executive Vice June 12, 1997
- --------------------------- President (Chief
Richard P. Rosa Financial Officer)
/s/ THOMAS L. GRAY Director June 12, 1997
- --------------------------
Thomas L. Gray
