As filed with the Securities and Exchange Commission on February 18, 1998
Registration No. 333-12565
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT
NO. 1
TO
FORM SB-2
ON
FORM S-3
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UNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3282551
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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 ROBERT A. SCHWARTZ, ESQ.
Unity Bancorp, Inc. Jamieson, Moore, Peskin & Spicer
64 Old Highway 22 A Professional Corporation
Clinton, NJ 08809 177 Madison Avenue
(908) 730-7630 Morristown, NJ 07860
(973) 984-1616
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after effectiveness of this post-effective
amendment.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per offering fee
unit price
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(1)
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(1) The registration fee for the registration of the common stock was paid when
this Registration Statement was first filed. No new securities are being
registered.
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PROSPECTUS
DATED FEBRUARY 18, 1998
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UNITY BANCORP, INC.
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401,500 SHARES OF COMMON STOCK, NO PAR VALUE, ISSUABLE UPON
EXERCISE OF WARRANTS
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UNITY BANCORP, INC., a Delaware corporation (the "Company") is offering up
to 401,500 shares of its common stock, no par value ("Common Stock"),
purchasable upon the exercise of outstanding warrants (the "Warrants"). The
Common Stock and the Warrants are separately transferable.
Each Warrant entitles the holder thereof to purchase one share of Common
Stock at a purchase price of $15.75 per share (the "Purchase Price"). The
Purchase Price is subject to adjustment upon the occurrence of certain events
described in and governed by a Warrant Agreement between the Company and First
City Transfer Company, as Warrant Agent (the "Warrant Agent"), dated December
16, 1996 (the "Warrant Agreement"). Prior to the purchase of Common Stock upon
the exercise of a Warrant, the holder of a Warrant will have none of the rights
or privileges of a stockholder of the Company.
The Common Stock is offered hereunder in accordance with the Warrant
Agreement on a continuous basis through and including December 15, 1998.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 18, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Commission's
public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and its regional offices located at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
7 World Trade Center, 15th Floor, New York, New York 10048. Copies of such
material may also be obtained at prescribed rates by writing the Securities and
Exchange Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and its public reference facilities in Chicago, Illinois
and New York, New York. The Commission also maintains a website that contains
copies of such material. The address of the Commission's website is
(http:\\www.sec.gov).
The Common Stock is currently traded on the American Stock Exchange
("ASE"). Copies of the Company's reports, proxy statements and other information
filed with the Commission may be reviewed at the offices of the ASE at 86
Trinity Place, New York, New York 10006-1881.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference into this Prospectus and made a
part hereof the following documents filed by the Company with the Commission
pursuant to the Exchange Act: (1) the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1996, (ii) the Quarterly Reports on Form 10-QSB
for the quarters ended March 31, June 30 and September 30, 1997, (iii) the
description of the Common Stock contained in the Company's Registration
Statement filed pursuant to Section 12(b) of the Exchange Act, including any
amendment thereto or report filed under the Exchange Act for the purpose of
updating such description. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus shall be deemed to be incorporated by
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reference into the Prospectus and to be a part hereof as of their respective
dates.
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 Prospectus to the extent that a statement contained herein
modifies or supersedes 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 Prospectus.
Any person to whom a copy of this Prospectus is delivered, including a
beneficial owner, may obtain without charge, upon written or oral request, a
copy of any of the documents incorporated by reference herein, except for the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference herein. Requests should be directed to Mr. John Tremblay,
President, Unity Bancorp, Inc., 64 Old Highway 22, Clinton, New Jersey 08809
(908) 730-7630.
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<PAGE>
THE COMPANY
Unity Bancorp, Inc. (the "Company"), a Delaware corporation, is a bank
holding company registered with and supervised by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The Company was organized
as a holding company for First Community Bank (the "Bank") and on December 1,
1994 obtained 100% of the outstanding stock of the Bank. The Company's business
consists primarily of managing and supervising the Bank, and its principal
source of income is dividends paid by the Bank. The Company's principal
executive offices are located at 64 Old Highway 22, Clinton, New Jersey 08804,
and its telephone number is (908) 730-7630.
The Bank is a New Jersey chartered commercial bank subject to supervision
and regulation of the Federal Deposit Insurance Corporation and the New Jersey
Department of Banking and Insurance. The Bank serves markets in Hunterdon,
Somerset and Union Counties, New Jersey through its main office and six
branches. The Bank's primary trade area is bounded by several of New Jersey
primaries highways, including the Route 22/78 corridor, Route 287 and Route 202.
USE OF PROCEEDS
The Company intends to use the cash proceeds from the sale of Common Stock
hereby for its general corporate purposes, depending on the Company's needs as
determined from time to time by the Company's Board of Directors.
PLAN OF DISTRIBUTION
The shares of Common Stock being offered hereby are purchasable upon the
exercise of the Warrants and the payment of the Purchase Price. The Purchase
Price is subject to adjustment, as provided in the Warrant Agreement, upon the
declaration by the Company of any stock dividend, split, reverse split or
reclassification or reorganization with respect to the Common Stock. The change
in the Purchase Price will be proportionate to the increase or decrease in the
number of shares of Common Stock outstanding due to the stock dividends, splits,
reverse splits,
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reclassifications or reorganizations, all as set forth in the Warrant Agreement.
Upon the surrender of a Warrant certificate and an executed subscription
agreement by a Warrant holder to the Warrant Agent, along with the applicable
Purchase Price, the Company will issue the appropriate number of shares of
Common Stock to such Warrant holder.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Jamieson, Moore, Peskin & Spicer, P.C., 177 Madison Avenue,
Morristown, New Jersey 07960.
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 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.
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No person as been authorized to give any information or to make any
representation in connection with the offering described herein, other than
information and representations contained in this Prospectus, and if given or
made, such information or representations should not be relied upon as having
been authorized by Unity Bancorp, Inc. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to purchase, any of the securities
offered by this Prospectus to or from any person in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any distribution of the securities made under
this Prospectus shall, under any circumstances, create an implication that there
has been no change in the information contained herein or in the affairs of
Unity Bancorp, Inc. since the date hereof or any of the dates as of which
information is furnished herein.
UNITY BANCORP, INC.
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401,500 SHARES OF COMMON STOCK, NO PAR VALUE,
PURCHASABLE UPON EXERCISE OF WARRANTS
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--------------------
PROSPECTUS
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<PAGE>
PART II
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INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee................................. $ 4,639
AMEX Filing Fee ..................................... 10,000
Accounting Fees and Expenses......................... 15,000
Printing and Engraving............................... 35,000
Legal Fees and Expenses.............................. 50,000
Blue Sky Fees and Expenses........................... 10,000
Transfer Agent and Registrar Fees ................... 5,000
Miscellaneous Expenses............................... 5,361
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Total................................................ $135,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ninth of the Certificate of Incorporation of the Company and
Section 145 of the Delaware General Corporation Law ("DGCL") provides that the
corporation shall indemnify it as 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 threaten 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 Company 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
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claim, issue or matter as to which the agent was adjudged liable for negligence
or misconduct.
Under Section 145 of the DGCL, the Company 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 a 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 Company 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 Company 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.
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ITEM 16. EXHIBITS
Exhibit No. Description
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4.* Warrant Agreement/Form of Warrant Certificate.
5. Opinion of Jamieson, Moore, Peskin & Spicer as to the legality
of the securities to be registered.
23(a). Consent of Arthur Andersen LLP
23(b). Consent of Jamieson, Moore, Peskin & Spicer
(Included in Exhibit 5)
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* Previously filed.
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 this Registration Statement or
any material change to such information in the Registration Statement, and 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 to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
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presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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
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.
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SIGNATURES
In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly authorized this Post Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Clinton, State of New
Jersey on February 13, 1998.
UNITY BANCORP, INC.
By:/s/ Robert J. Van Volkenburgh
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Robert J. Van Volkenburgh
Chairman and Chief Executive Officer
In accordance with the requirements of the Securities Act, this Post
Effective Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Name Title Date
---- ----- ----
/s/Robert J. Van Volkenburgh Chairman, Chief Executive February 13, 1998
- ---------------------------- Officer and Director
Robert J. Van Volkenburgh (Principal Executive Officer)
/s/David D. Dallas Director February 13, 1998
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David D. Dallas
/s/Peter P. DeTommaso Director February 13, 1998
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Peter P. DeTommaso
/s/Julie Y. Carlson Chief Financial Officer February 13, 1998
- ------------------- (Principal Financial Officer
Julie Y. Carlson and Principal Accounting
Officer)
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EXHIBIT 5
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February 13, 1998
Re: Unity Bancorp, Inc.
Post-Effective Amendment No. 1 to
Registration Statement on Form SB-2
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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 filing of the Company's Post-Effective
Amendment No. 1 to its Registration Statement on Form SB-2 (the "Registration
Statement") 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 401,500 shares of common stock, no par value, of the Company (the
"Common Stock") purchasable upon the exercise of outstanding warrants (the
"Warrants") of the Company.
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 and such other
certificates (including certificates of officers of the Company), 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
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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 Common Stock issuable upon exercise of the
Warrants, such Common Stock will be legally issued, fully paid and
non-assessable.
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
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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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
