AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 30, 1997
REGISTRATION NO. ___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-3282551
(I.R.S. Employer Identification No.)
64 OLD HIGHWAY 22, CLINTON, NEW JERSEY 08809
(Address of principal executive offices) (Zip code)
1994 STOCK OPTION PLAN FOR EMPLOYEES
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
STOCK BONUS PLAN
(Full title of the plan)
JAMES HYMAN
PRESIDENT AND CHIEF OPERATING OFFICER
UNITY BANCORP, INC.
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 08809
(Name and address of agent for service)
(908) 730-7630
(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 fee
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Common Stock, 146,929 (1) $14.94 $2,195,119 $665
par value
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(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1994 Stock Option Plan for Employees,
1994 Stock Option Plan for Non-Employee Directors and Stock Bonus Plan
(collectively the "Plans"). 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) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the average high and low sales price
of the Common Stock reported on the American Stock Exchange on January 27, 1997.
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EXHIBIT INDEX AT PAGE 9
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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 audited financial statements of the Registrant as of and for the
years ended December 31, 1994 and December 31, 1995 and the unaudited
financial statements as of and for the six months ended June 30, 1996,
included as exhibits to the Registrant's Registration Statement on
Form SB-2, Registration No. 333-12565.
(b) the Registrant's Registration Statement on Form 8-A, Registration No.
1-12431.
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 Ninth of the Certificate of Incorporation of the Registrant and
Section 145 of the Delaware General Corporate Law ("DGCL") provides that the
corporation shall indemnify its present and former officers, directors,
employees, and agents and persons serving at its request ("corporate agents")
against expenses, including attorney's fees, judgments, fines or amounts paid in
settlement, incurred in connection with any pending or threatened civil or
criminal proceeding involving the corporate agent by reason of his being or
having been a corporate agent if (a) the agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was unlawful.
With respect to any derivative action, the Registrant is empowered to
indemnify a corporate agent against his expenses (but not his liabilities)
incurred in connection with any proceeding involving the corporate agent by
reason of his being or having been a corporate agent if the agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, only the court in which the proceeding
was brought can empower a corporation to indemnify a corporate agent against
expenses with respect to any claim, issue or matter as to which the agent was
adjudged liable for negligence or misconduct.
Under Section 145 of the DGCL, the Registrant may indemnify a corporate
agent in a specific case if a determination is made by any of the following that
the applicable standard of conduct was met: (i) the Board of Directors, or a
committee thereof, acting by a majority vote of a quorum consisting of
disinterested directors; (ii) by independent legal counsel, if there is not a
quorum of disinterested directors or if the disinterested quorum empowers
counsel to make the determination; or (iii) by the shareholders.
Section 145 of the DGCL further provides that a corporate agent is entitled
to mandatory indemnification to the extent that the agent is successful on the
merits or otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding. In advance of the final disposition of a proceeding,
the Registrant may pay an agent's expenses if the agent agrees to repay the
expenses unless it is ultimately determined he is entitled to indemnification.
Article Ninth of the Certificate of Incorporation of the Registrant also
provides that such indemnification shall not exclude any other rights to
indemnification to which a person may
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otherwise be entitled, and authorizes the corporation to purchase insurance on
behalf of any of the persons enumerated against any liability whether or not the
corporation would have the power to indemnify him under the provisions of
Article Ninth.
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
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4(a) 1994 Stock Option Plan for Employees(1)
4(b) 1994 Stock Option Plan for Non-Employee Directors(1)
4(c) Stock Bonus Plan(2)
5 Opinion of McCarter & English
23(a) Consent of McCarter & English (included in the opinion
filed as Exhibit 5 hereto)
23(b) Consent of Arthur Andersen LLP
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(1) Incorporated by reference from Exhibits 2(a) to 99(b) from the Registrant's
Registration Statement on Form S-4, Registration No. 33-76392.
(2) Incorporated by reference from 4(v) from the Registrant's Registration
Statement on Form SB-2, Registration No. 333-12565.
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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 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
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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 Clinton, New Jersey, on January 28, 1997.
UNITY BANCORP, INC.
By: /s/ ROBERT VAN VOLKENBURGH
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Robert Van Volkenburgh
Chairman of the Board and
Chief Executive Officer
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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
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/s/ ROBERT VAN VOLKENBURGH
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Robert Van Volkenburgh Chairman of the Board, Chief
Executive Officer and
Director (Principal
Executive Officer) January 28, 1997
/s/ JAMES HYMAN
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James Hyman President, Chief Operating
Officer and Director January 28, 1997
/s/ DAVID DALLAS
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David Dallas Director, Vice Chairman of
the Board and Secretary January 28, 1997
/s/ THOMAS MARESCA
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Thomas Maresca Chief Financial Officer
(Principal Financial and
Accounting Officer) January 28, 1997
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
OF
UNITY BANCORP, INC.
Exhibit No. Name of Document Page
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4(a) 1994 Stock Option Plan for Employees(1)
4(b) 1994 Stock Option Plan for Non-Employee Directors(1)
4(c) Stock Bonus Plan(2)
5 Opinion of McCarter & English 10
23(a) Consent of McCarter & English (included
in the opinion filed as Exhibit 5 hereto)
23(b) Consent of Arthur Andersen LLP 12
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(1) Incorporated by reference from Exhibits 2(a) to 99(b) from the Registrant's
Registration Statement on Form S-4, Registration No. 33-76392.
(2) Incorporated by reference from 4(v) from the Registrant's Registration
Statement on Form SB-2, Registration No. 333-12565.
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EXHIBIT 5
January 28, 1997
RE: Unity Bancorp, Inc.
Registration Statement on Form S-8
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Unity Bancorp, Inc.
64 Old Highway 22
Clinton, New Jersey 08809
Dear Sirs:
We have acted as counsel for Unity Bancorp, Inc., a Delaware 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 146,929 shares
of Common Stock, no par value per share, of the Company, (i) up to 62,500 of
which are reserved for issuance and sale pursuant to the Company's 1994 Stock
Option Plan for Employees (the "1994 Option Shares"); (ii) up to 62,500 of which
are reserved for issuance and sale pursuant to the Company's 1994 Stock Option
Plan for Non-Employee Directors (the "Directors Shares"); and (iii) up to 21,929
shares of which are reserved for issuance pursuant to the Company's Stock Bonus
Plan. Each of the 1994 Stock Option Plan for Employees, the 1994 Stock Option
Plan for Non-Employee Directors, and the Stock Bonus 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 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.
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Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the 1994 Option 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 1994 Stock Option Plan for Non-Employee Directors, the 1994 Option
Shares issued thereunder will be legally issued, fully paid and non-assessable;
2. Upon issuance and delivery by the Company of the Directors 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 1994 Stock Option Plan for Non-Employee Directors, the Directors
Shares issued thereunder will be legally issued, fully paid and non-assessable.
3. Upon issuance and delivery by the Company of the Bonus Shares pursuant
to the award of stock bonuses in accordance with the terms set forth in such
awards and the Company's Stock Bonus Plan, the Bonus Shares issued thereunder
will be legally issued, fully paid and non-assessable.
The issuance of the 1994 Option Shares, the Directors Shares and the Bonus
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,
/s/ MCCARTER & ENGLISH
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McCarter & English
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EXHIBIT 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Unity Bancorp, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
September 26, 1996 included in Unity Bancorp, Inc.'s annual report for the year
ended December 31, 1995 which is included in Unity Bancorp, Inc.'s registration
statement No. 333-12565 on Form SB-2 and to all references to our firm included
in or made a part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
January 28, 1996
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