AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 18, 1998
Registration No. 333-________
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
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 Number)
64 OLD HIGHWAY 22, CLINTON, NEW JERSEY 08809
(908) 730-7630
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
JOHN TREMBLAY, PRESIDENT
UNITY BANCORP, INC.
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 07416
(908) 730-7630
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Agent for Service)
WITH A COPY TO:
ROBERT A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKIN & SPICER, P.C.
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
(973) 984-1616
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- - --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share (l) price (1) fee
- - --------------------------------------------------------------------------------
Common Stock, 200,000 $20.75 $4,150,000 $1,224.25
no par value
- - ----------
(1) Estimated solely for the purpose of determining the registration fee, in
accordance with Rule 457 under the Securities Act of 1933, based upon the
average of the reported high and low sales prices of the common Stock report on
the American Stock Exchange on February 12, 1998.
-2-
<PAGE>
UNITY BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
Common Stock
(no par value)
This brochure relates to shares of common stock, no par value (the
"Common Stock") of Unity Bancorp, Inc. (the "Company") available for purchase
under the Unity Bancorp, Inc. Dividend Reinvestment Plan with Option Cash
Investment (the "Plan"). The Plan provides each holder of Common Stock with a
method of purchasing additional shares of Common Stock without payment of any
brokerage commissions or other administrative fees of any kind.
The Plan consists of a dividend reinvestment component and a cash purchase
component. The dividend reinvestment component permits a participant in the Plan
to use such participant's cash dividends to purchase additional shares of the
Common Stock. The cash purchase component allows a participant to make optional
cash payments to purchase additional shares of Common Stock.
Shares of Common Stock available under the Plan may be obtained, at the
option of the Company, on the open market or from the legally authorized but
unissued shares of Common Stock held by the Company. The purchase price for
shares obtained under the Plan will be based upon the market price of the Common
Stock.
Each participant in the Plan should recognize that neither the Company nor
FCTC Transfer Services, Inc., the transfer agent administering the Plan for the
Company, can provide any assurance that shares of Common Stock purchased under
the Plan will, at any time, be worth more or less than their purchase price.
The Plan does not represent a change in the dividend policy of the
Company, which will continue to depend upon earnings, financial requirements and
other factors, and which will be determined by the Company's Board of Directors
from time to time. Stockholders who do not wish to participate in the Plan will
continue to receive cash dividends as declared. It is suggested that this
brochure be retained for future reference.
The date of this brochure is February 18, 1998.
-3-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the following documents
heretofore filed with the Securities and Exchange Commission (the "Commission"):
(i) the audited financial statements of Unity Bancorp, Inc. as of and for the
years ended December 31, 1996 and 1995 included in the Company's Annual Report
on Form 10-KSB and the unaudited financial statements as of and for the nine
months September 30, 1997 and 1996 included in the company's Quarterly Report on
Form 10-QSB; and (ii) the description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form 8-A.
In addition, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this brochure and prior to the termination of this offering
shall be deemed incorporated by reference into this brochure and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this brochure to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this brochure.
The Company will provide without charge to each person to whom a copy of
this brochure is delivered, upon such person's written or oral request, a copy
of any and all of the documents which are incorporated by reference herein
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Such requests should be
directed to Unity Bancorp, Inc., 64 Old Highway 22, Clinton, New Jersey 08809.
THE COMPANY
The Company was organized in February, 1994 as a business corporation
under the laws of the State of Delaware by the Board
-4-
<PAGE>
of Directors of First Community Bank (the "Bank"). The Bank is a wholly owned
subsidiary of the Company. The Bank is a New Jersey state chartered commercial
bank formed in 1991. The offices of the Company and the Bank are located at 64
Old Highway 22, Clinton, New Jersey 08809.
As a bank holding company, the Company is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System under the
Bank Holding Company Act of 1956, as amended. In addition to the Federal
Reserve, the Bank is subject to regulation by the New Jersey Department of
Banking and Insurance and the Federal Deposit Insurance Corporation. The
principal source of funds for dividend payments by the Company is dividends paid
by the Bank to the Company. The amount of dividends paid by the Bank is limited
by state and federal laws and regulations.
The provisions of the Company's Dividend Reinvestment Plan with Option
Cash Investment (the "Plan") are presented herein in a question and answer
format. Those stockholders who do not participate in the Plan will continue to
receive cash dividends, if and when declared.
THE PLAN
The Plan provides stockholders with a simple method of obtaining
additional shares of Common Stock by reinvesting their cash dividends or making
optional cash payments without payment of any brokerage commission or
administrative commissions or fees. The Plan will be administered by the
Company's stock transfer agent, First City Transfer Company.
DESCRIPTION OF THE PLAN
The following provides a description of the Plan in question and answer
format.
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide stockholders of the Company with
an opportunity to increase their investment in the
-5-
<PAGE>
Common Stock without paying brokerage commissions or other administrative fees
of any kind. Stockholders may purchase additional shares of the Common Stock
under the Plan.
2. WHO ADMINISTERS THE PLAN?
The Plan is administered by First City Transfer Company ("FCTC"), the
Company's transfer agent acting as agent for each participant. FCTC will apply
cash dividends on Common Stock subject to the Plan (including shares held in the
participant's name and shares accumulated under the Plan), together with any
optional cash payments received from such participant, to the purchase of
additional whole and fractional shares of Common Stock for such participant.
Any questions and correspondence concerning the Plan should be directed
to: First City Transfer Company, P.O. Box 170, Iselin, New Jersey 08830-0170;
overnight delivery to: 505 Thornall Street, Suite 303, Edison, New Jersey 08837.
Any written correspondence sent to FCTC should refer to Unity Bancorp,
Inc. or include the bottom portion of a participant's account statement with
such correspondence.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All stockholders of record of the Company are eligible to participate in
the Plan. Any stockholders whose shares are registered in names other than their
own (i.e. the name of a brokerage firm, bank or nominee) must either become
stockholders of record by having their shares transferred into their own names.
Once a stockholder becomes a registered stockholder of record, he or she will be
eligible to participate in the Plan and may do so by completing an authorization
card.
4. HOW DOES A STOCKHOLDER ENROLL IN THE PLAN?
Stockholders may enroll in the Plan by completing an authorization card.
If FCTC receives the signed authorization card at least 20 days prior to the
date on which a dividend will be paid ("Dividend Payment Date"), the Plan will
become effective for the participant as of that Dividend Payment Date.
Otherwise, the Plan will be effective for such participant as of the next
-6-
<PAGE>
Dividend Payment Date. Once a participant has enrolled in the Plan, the
participant may begin making optional cash payments immediately. Optional cash
payments may only be made during the 30 business day period preceding a Dividend
Payment Date.
5. WHAT ARE THE INVESTMENT OPTIONS UNDER THE PLAN AND THE PURCHASE
PRICE FOR SHARES UNDER EACH OPTION?
The Plan consists of a dividend reinvestment component and an optional
cash purchase component.
DIVIDEND REINVESTMENT COMPONENT. Participants under the Plan may reinvest
their cash dividends to purchase additional shares of Common Stock, which will
be credited to their accounts. Dividends on the shares of Common Stock credited
to participants' accounts under the Plan will also be reinvested for the
participants, thereby compounding their investments. All shares of Common Stock
purchased pursuant to the Plan will be purchased either directly from the
Company, in which case the shares will be issued by the Company out of its
legally authorized but unissued shares of Common Stock, or on the open market at
then current market prices. The choice of whether shares will be purchased from
the Company or on the open market will be determined by the Company in its
discretion, based on the best interests of the Company.
The purchase price for Common Stock purchased from the Company will be the
average market price of Common Stock for the five (5) business days preceding
the Dividend Payment Date. The market price will be the closing price for the
Common Stock, as reported by the American Stock Exchange. The purchase price for
Common Stock purchased through the Plan on the open market will be FCTC's actual
purchase price for the Common Stock.
OPTIONAL CASH PURCHASE COMPONENT. Participants may purchase additional
shares of Common Stock by sending FCTC any amount between $100 and $2,500 per
dividend period. These cash payments will be used to purchase additional shares
of Common Stock at of current market prices. Optional cash payments must be
received by FCTC no more than 30 business days and no less than five (5)
business days prior to a Dividend Payment Date. Payments that are not received
within this period will be returned to a participant.
-7-
<PAGE>
Payments received from a participant within the above-described time
period will be held by FCTC and combined with funds from that participant's cash
dividend for purchase of Common Stock under the Plan. No interest will be paid
on these funds. Optional cash payments should be made by check or money order
made payable to FCTC. At the discretion of the Company, all shares will be
purchased either directly from the Company and issued out of the Company's
legally authorized but unissued shares, or purchased on the open market.
The purchase price for Common Stock purchased through optional cash
purchases will be the average market price of the Common stock for the five (5)
business days preceding the Dividend Payment Date, if the shares are issued
directly from the Company. The average market price will be the closing price
for the Common Stock, as reported by the American Stock Exchange. The purchase
price for Common Stock purchased through optional cash purchases on the open
market will be FCTC's actual purchase price.
6. WHAT ARE THE LIMITS ON OPTIONAL CASH PAYMENTS?
Optional cash payments are limited to a minimum of $100 and a maximum of
$2,500 per quarter. No interest will be paid on voluntary cash payments held by
FCTC prior to their investment. Cash payments must be received by FCTC no more
than 30 business days and no less than five (5) business days prior to a
Dividend Payment Date. Payments that are not received within this period will be
returned to the participants.
7. WHEN WILL PURCHASES OF SHARES BE MADE?
FCTC will make every reasonable effort to invest all dividends and
optional cash payments as promptly after receipt as possible. Participants'
funds held by FCTC prior to purchase during this period will not bear interest.
Investment in the Common Stock will then be completed as soon as possible.
8. HOW WILL PURCHASES UNDER THE PLAN BE MADE?
All purchases of Common Stock under the Plan will be made, at the
discretion of the Company, either directly from the
-8-
<PAGE>
Company and issued out of the Company's legally authorized but unissued shares
or on the open market.
9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO PARTICIPANTS?
For each participant in the Plan, the entire amount of such participant's
dividend and any optional cash payment will be used to purchase the Common
Stock. If the amount purchased is not equal to an exact whole number of shares,
the participant's account will be credited with a fractional share (calculated
to four (4) decimal places).
10. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASES?
The shares of Common Stock purchased under the Plan will be held by FCTC
in a participant's account without charge. Upon receipt of a written request
from a participant, the Company will issue a certificate or certificates
representing the whole shares of Common Stock in such participant's account.
11. CAN A PARTICIPANT ADD SHARES TO HIS ACCOUNT BY TRANSFERRING STOCK
CERTIFICATES THAT HE POSSES?
Yes. A participant may increase the number of shares held in his account
by depositing certificates representing shares of Common Stock with the Plan
Administrator. Such certificates must be presented in transferable form and must
be accompanied by a written request that the shares be added to the
participant's account.
12. WHAT HAPPENS IF A PARTICIPANT SELLS ALL OF THE SHARES FOR WHICH THE
PARTICIPANT HAS RECEIVED A CERTIFICATE?
Participation in the Plan will apply to all shares of Common Stock that
are registered to a Participant at the time of enrollment, plus all shares of
Common Stock that the Participant acquires while his or her authorization
remains in effect. If a participant sells all the shares for which he has a
certificate, but his participation in the Plan is not terminated, dividends on
the shares of Common Stock held in such participant's account under the Plan
will continue to be reinvested.
-9-
<PAGE>
13. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
There are no additional fees or expenses charged to stockholders who
participate in the Plan. The Company will pay all administrative fees
connected with a stockholder's participation in the Plan. The only cost to a
participant is a termination fee if the participant decides to withdraw from
the Plan. (See DESCRIPTION OF THE PLAN--HOW DOES A PARTICIPANT WITHDRAW FROM
THE PLAN)
14. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time and for any reason.
The participant must give FCTC written notice of withdrawal from the Plan at
least 30 days before a Dividend Payment Date. The notice should include a
termination fee of $3.00. Upon termination, the Company will provide the
participant with a certificate for the total number of whole shares credited to
such participant's account under the Plan and a check for any fraction of a
share of Common Stock, or a check for the total shares held in the Plan valued
at the then current market price of the Common Stock. FCTC may also terminate a
participant's account at any time in its discretion by notice in writing mailed
to the participant.
15. HOW WILL A PARTICIPANT'S COMMON STOCK BE VOTED AT MEETINGS OF
STOCKHOLDERS?
Each participant will have the sole right to vote any whole shares (but
not fractional shares) purchased for such participant's account under the Plan
on the record date for a vote. Shares for which no voting instructions are
received will not be voted.
16. WHO INTERPRETS THE PLAN?
FCTC, as transfer agent for the Company, will interpret the Plan. The
terms, conditions, and operations of the Plan are governed by the laws of the
State of New Jersey.
-10-
<PAGE>
17. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
FCTC will provide each participant with an account statement each time
shares of Common Stock are purchased for the participant under the Plan. The
statement will show the total number of whole and fractional shares in the
participant's account as of a certain date, as well as the amount of the most
recent dividend, any optional cash payments concurrently invested, the number of
shares of Common Stock purchased and the price per share. The price per share is
the average price of all shares purchased under the Plan for all participants in
connection with a given dividend, including shares purchased with any optional
cash payments.
Dividends on the accumulated shares and any fees paid on a participant's
behalf by the Company will be included in an information tax return filed with
the Internal Revenue Service. A copy of this return will also be supplied to
participants.
18. MAY THE PLAN BE AMENDED, SUPPLEMENTED OR TERMINATED?
The Plan may be amended, supplemented or terminated by FCTC or the Company
at any time by the delivery of written notice to each participant at least 30
days prior to the effective date of the amendment, supplement or termination.
Any amendment or supplement shall be deemed to be accepted by the participant
unless prior to its effective date, FCTC receives written notice of termination
of the participant's account under the Plan.
19. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND FCTC UNDER THE PLAN?
Neither the Company nor FCTC shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted pursuant to the Plan;
nor shall they have any duties, responsibilities or liabilities except as are
expressly set forth herein; nor shall they be liable for any act done in good
faith or for any good faith omission to act; nor shall they have any liability
in connection with an inability to purchase shares or with respect to the timing
or the price of any purchase.
-11-
<PAGE>
20. HOW IS A RIGHTS OFFERING, STOCK DIVIDEND, OR STOCK SPLIT HANDLED
UNDER THE PLAN?
Any stock dividend or stock split applicable to shares of Common Stock
held by a participant under the Plan, whether held in the participant's account
or in the participant's own name, will be credited to the participant's account.
In the event the Company makes available to stockholders the rights to purchase
additional shares or securities, participants under the Plan will receive a
subscription warrant for such rights directly from FCTC.
21. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF
COMMON STOCK ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For federal income tax
purposes, participants in the Plan who have their cash dividends reinvested in
Common Stock under the Plan will be treated the same as nonparticipants with
respect to the cash dividends on their shares of Common Stock. All participants
in the Plan will be treated as having received on each Dividend Payment Date the
full amount of the cash dividend for that Dividend Payment Date, regardless of
whether the cash dividends are actually received or are applied to the purchase
of shares of Common Stock under the Plan.
Participants in the Plan who have their cash dividends reinvested in
Common Stock will also be treated as if they actually received a cash dividend
to the extent and in the amount that any administrative fees are paid by the
Company on their behalf. Each participant in the Plan will have a tax basis in
the shares of Common Stock purchased equal to the amount of cash dividends
applied to the purchase of such shares of Common Stock plus any administrative
fees.
USE OF PROCEEDS
The Company does not know precisely the number of shares of its Common
Stock that it will ultimately sell under the Plan or the prices at which those
shares will be sold. The net proceeds from the sale of Common Stock offered
pursuant to the Plan will be used for general corporate purposes, including
without
-12-
<PAGE>
limitation, investments in and advances to the Bank and any other subsidiaries
which the Company may form or acquire.
INDEMNIFICATION
Article Ninth of the Company's Certificate of Incorporation requires the
Company to indemnify its officers, directors, employees and agents and former
officers, directors, employees and agents, and any other persons serving at the
request of the Company 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 Delaware General Corporation Law.
The Company's Certificate of Incorporation also provides that the Company
may purchase and maintain insurance on behalf of any person or persons
enumerated in Article Ninth thereof against any liability asserted against or
incurred by such person or persons arising out of their status as corporate
directors, officers, employees, or agents whether or not the Company would have
the power to indemnify them against such liability under the provisions of this
article.
With respect to possible indemnification of officers, directors, employees
and agents of the Company for liabilities arising under the Securities Act, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
EXPERTS
The consolidated balance sheets of Unity Bancorp, Inc. as of December
31, 1996 and 1995, and the consolidated statements of income, changes in
stockholders' equity and cash flows for each
-13-
<PAGE>
of the three years in the period ended December 31, 1996, incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Jamieson, Moore, Peskin & Spicer, P.C., 177 Madison
Avenue, Morristown, New Jersey 07960.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Brochure, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Brochure does not
constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered hereby in any jurisdiction in which, or to any person to
whom, such offer or solicitation may not lawfully be made. Neither the delivery
of this Brochure nor any sales made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
UNITY BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
-14-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee ..................................$1,224
Legal Fees and Expenses ...............................$1,000
Accounting Fees and Expenses ..........................$1,500
Miscellaneous .........................................$ 500
------
TOTAL: ...............................$4,224
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Certificate of Incorporation of the Registrant and
Section 145 of the Delaware General Corporation Law ("DGCL") provides that the
corporation shall indemnify it's 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.
-15-
<PAGE>
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 expense 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 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.
With respect to possible indemnification of officers, directors, and other
corporate agents for liabilities arising under the Securities Act, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
-16-
<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
(4) Dividend Reinvestment Plan
(5) Opinion of Jamieson, Moore, Peskin & Spicer
(23)(a) Consent of Arthur Andersen LLP
-17-
<PAGE>
(23)(b) The consent of Jamieson, Moore, Peskin & Spicer is contained
in their opinion filed as Exhibit (5) to this Registration
Statement
(99) Authorization Card for Participation in the Dividend
Reinvestment Plan.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes 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 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.
-18-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clinton, State of New Jersey, on
this 13th day of February, 1998.
UNITY BANCORP, INC.
(Registrant)
By: /s/Robert J. Van Volkenburgh
---------------------------------
Robert J. Van Volkenburgh
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons in the capacities indicated on this 13th day of February, 1998.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/Robert J. Van Volkenburgh Chairman of the Board, February 13, 1998
------------------------------ Principal Executive
Robert J. Van Volkenburgh Officer and Director
/s/David D. Dallas Director February 13, 1998
------------------------------
David D. Dallas
/s/Peter P. DeTommaso Director February 13, 1998
------------------------------
Peter P. DeTommaso
/s/Julie Y. Carlson Chief Financial Officer February 13, 1998
------------------------------ (Principal Accounting
Julie Y. Carlson and Financial Officer)
</TABLE>
-19-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- - ----------- -----------
(4) Dividend Reinvestment Plan
(5) Opinion of Jamieson, Moore, Peskin & Spicer
(23)(a) Consent of Arthur Andersen LLP
(23)(b) The consent of Jamieson, Moore, Peskin & Spicer is
contained in their opinion filed as Exhibit (5) to this
Registration Statement.
-20-
EXHIBIT 4
UNITY BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
TERMS AND CONDITIONS
(a) Participation; Agent: The Plan is available to shareholders of
record of Unity Bancorp, Inc. common stock, no par value per share (the "Common
Stock"). First City Transfer Company ("FCTC"), acting as agent for each
participant in the Plan, will apply cash dividends which become payable to such
participant on shares of Common Stock (including shares held in the
participant's name and shares accumulated under the Plan), together with any
optional cash payments received from such participant, to the purchase of
additional whole and fractional shares of Common Stock for such participant.
(b) Optional Cash Purchase Component: A participant's optional cash
payment must be made by check or money order, payable to First City Transfer
Company Transfer Services, Inc., and may not be less than $100 nor more than
$2,500 per dividend period. optional cash payments must be received by FCTC no
more than 30 business days and no less than 5 business days prior to a dividend
payment date. Payments that are not received within this period will be returned
to participants. A participant may withdraw his or her entire optional cash
payment by written notice to FCTC not less than 48 hours before such payment is
to be invested.
(c) Stock Purchases: In making purchases for the accounts of
participants, FCTC may commingle the funds of one participant with those of
other participants in the Plan. In the case of each purchase, the price per
share for each participant's account for shares purchased with reinvested
dividends shall be the average price of all shares purchased during that
dividend period, with the price of each share determined in accordance with the
Dividend Reinvestment Component of the Plan. In the case of each optional cash
purchase, the price per share for each participant's account shall be the
average price of all shares purchased during that dividend period, with the
price of each share determined in accordance with the Optional Cash Purchase
Component of the Plan. At the discretion of the Company, purchases may be made
directly from the Company or on the open market, at such prices and on such
terms as FCTC shall determine in its discretion. FCTC shall have no
responsibility
-21-
<PAGE>
with respect to the market value of the Common Stock acquired for participants
under the Plan.
(d) Timing of Purchases: FCTC will make every reasonable effort to
invest all dividends and optional cash payments as promptly after receipt as
possible. Participant's funds held by FCTC prior to purchase during this period
will not bear interest. Investment in the Common Stock will then be completed as
soon as possible.
(e) Account Statements: Following each purchase of shares, FCTC will
mail to each participant an account statement showing the cash dividends and
optional cash payments received, the number of shares purchased, the price per
share, and the participant's total shares accumulated under the Plan.
(f) Expenses: There will be no expenses to participants for the
administration of the Plan. Brokerage commissions and administrative fees
associated with the Plan, if any, will be paid by the Company.
(g) Taxation of Dividends: The reinvestment of dividends does not
relieve the participant of any taxes which may be payable on such dividends. In
addition, brokerage commissions and administrative fees paid by the Company, if
any, on behalf of the participant, as well as the value of the discount paid by
the Company on behalf of a participant on open market purchases, may constitute
additional income. Dividends paid on accumulated shares, and the amount of
brokerage commissions and administrative fees paid by the Company on behalf of
each participant, will be included in an annual information return filed with
the Internal Revenue Service. A copy of the return will be sent to the
participant, or the information included in the return will be shown on the
participant's final account statement for the year.
(h) Stock Certificates: No share certificates will be issued to a
participant unless the participant so requests or until the participant's
account is terminated. Such requests must be made in writing to FCTC. No
certificates for fractional shares will be issued.
(i) Voting of Shares: In connection with any matter requiring the vote
of shareholders of the Company, Plan participants shall be entitled to direct
FCTC to vote all whole shares held on their account in the Plan. Fractional
shares will not be voted.
-22-
<PAGE>
(j) Termination of Participation: A participant may terminate
participation in the Plan at any time by written instructions to FCTC. Notice of
termination must be accompanied by a termination fee of $3.00. To be effective
on a dividend payment date, the Notice of Termination must be received by FCTC
at least 30 business days before that dividend payment date. Upon receipt of
Notice of Termination from the participant, FCTC will send to the participant a
certificate for all whole shares in the participant's account and a check for my
fraction of a share of Common Stock valued at the then current market price of
the Common Stock, or a check for the value of the total shares held in the Plan.
FCTC may also terminate any participant's account at any time in its discretion
by notice in writing mailed to the participant.
(k) Stock Dividends, Stock Splits, Rights: Any stock dividends or stock
splits on Common Stock applicable to shares belonging to a participant under the
Plan, whether held in the participant's account or in the participant's own
name, will be credited to the participant's account. In the event the Company
makes available to its shareholders rights to purchase additional shares or
securities, participants under the Plan will receive a subscription warrant for
all such rights directly from FCTC.
(l) Limitation of Liability: Neither the Company nor FCTC shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to this agreement; nor shall they have any duties,
responsibilities or liabilities except as are expressly set forth herein; nor
shall they be liable for any act done in good faith or for any good faith
omission to act; nor shall they have any liability in connection with an
inability to purchase shares or with respect to the timing or the price of any
purchase.
(m) Amendment of Plan: This agreement may be amended, supplemented or
terminated by the Company or FCTC at any time by the delivery of written notice
to each participant at least 30 days prior to the effective date of the
amendment, supplement or termination. Any amendment or supplement shall be
deemed to be accepted by the participant unless, prior to its effective date,
FCTC receives written Notice of Termination of the participant's account.
(n) Governing Law: This agreement and the authorization card signed by
the participant (which is deemed a part of this agreement) and the participant's
account shall be governed by and construed in accordance with the laws of the
State of New Jersey.
-23-
EXHIBIT 5
February 13, 1998
Re: Unity Bancorp, Inc.
Registration Statement on Form S-3
Unity Bancorp, Inc.
64 Old Highway 22
Clinton, NJ 07416
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-3 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 200,000 shares
of Common Stock, no par value per share, of the Company (the "Shares"), reserved
for issuance and sale pursuant to the Company's Dividend Reinvestment Plan with
Optional Cash Investment (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 Certification 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 person,
the authenticity 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:
-24-
<PAGE>
Upon issuance and delivery by the Company of the Shares pursuant to and
in accordance with the terms of the Plan, the Shares will be legally issued,
fully paid and non-assessable.
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,
JAMIESON, MOORE, PESKIN & SPICER
A Professional Corporation
-25-
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22, 1997
incorporated by reference in Unity Bancorp, Inc.'s Form 10-KSB for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 13, 1998
