As filed with the Securities and Exchange Commission on
_________________, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
UNITY BANCORP, INC.
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(Exact name of Registrant as Specified in Its Charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
22-3282551
---------------------------------------
(I.R.S. Employer Identification Number)
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 08809
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(Address, including zip code, and telephone number, including
area code, of agent for service)
JOHN TREMBLAY, PRESIDENT
UNITY BANCORP, INC.
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 07416
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(Name, address, including zip code and telephone number,
including area codes, of agent for service)
WITH A COPY TO
ROBERT A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKIN & SPICER
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
================================================================================
<PAGE>
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.
[X]
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 effective 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.
[_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Shares Amount to be Price Per Aggregate Amount of
to be Registered Registered Share (1) Offering Price (1) Registration Fee
- ---------------- ------------ ----------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 102,459 $10.13 $1,037,909.67 $289.00
================== =============== ============== ===================== ===================
</TABLE>
2
<PAGE>
(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 price
of the Common Stock reported on the NASDAQ National Market as of
____________, 1999.
3
<PAGE>
PROSPECTUS
UNITY BANCORP INC.
UP TO 102,459 SHARES OF
COMMON STOCK
(No Par Value)
We are a New Jersey based bank holding company. Our bank, Unity Bank, is
headquartered in Clinton, New Jersey. The shares of common stock that may be
sold pursuant to this Prospectus are owned by certain selling shareholders, and
are not being sold by us.
Our common stock is listed on the NASDAQ National Market under the
symbol "UNTY." The last reported sale price of the common stock was $10 1/8
on May 13, 1999. Unity Bancorp, Inc. will not receive any proceeds from
the sale of the common stock. It is anticipated that the selling
shareholders will offer the common stock for resale at prevailing prices on
the NASDAQ National Market from time-to-time. The expenses incurred in
registering the common stock with the Securities and Exchange Commission
will be borne by us. All selling and other expenses incurred by the selling
shareholders will be borne by the selling shareholders.
BEFORE PURCHASING THE COMMON STOCK, YOU SHOULD READ THE RISK FACTORS BEGINNING
ON PAGE 1.
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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE COMMON
STOCK OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
The date of this Prospectus is _____________, 1999.
<PAGE>
TABLE OF CONTENTS
INFORMATION INCORPORATED BY REFERENCE .................................... 1
RISK FACTORS.............................................................. 1
UNITY BANCORP, INC........................................................ 3
SELECTED FINANCIAL DATA................................................... 5
RECENT DEVELOPMENTS....................................................... 5
USE OF PROCEEDS........................................................... 5
PLAN OF DISTRIBUTION...................................................... 6
WARRANT AND TRANSFER AGENT................................................ 6
LEGAL MATTERS............................................................. 6
EXPERTS .................................................................. 7
WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.......................... 9
SIGNATURE................................................................. 11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have incorporated by reference into this Prospectus the following
documents we filed with the Commission under the Securities Exchange Act of
1934:
o (i) the Annual Report on Form l0-KSB for the fiscal year ended
December 31, 1998,
o (ii) the Proxy Statement for the 1999 Annual Meeting of
Shareholders,
o (iii) the description of the common stock contained in our
Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment thereto or report
filed under the Exchange Act for the purpose of updating such
description.
In addition, any documents which we file with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering are also
incorporated by reference into this Prospectus. You may read and copy any
document we file at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0300 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
To the extent that any information in this Prospectus modifies or
supersedes information in a document incorporated by reference, the incorporated
document shall be deemed to be modified or superseded for purposes of this
Prospectus, and the incorporated document shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
You may obtain without charge, upon written or oral request, a copy of
any of the documents incorporated by reference herein, except for the exhibits,
unless such exhibits are specifically incorporated by reference herein. Your
request should be sent to Kevin Killian, Chief Financial Officer, Unity Bancorp,
Inc., 64 Old Highway 22, Clinton, New Jersey 08809.
RISK FACTORS
Prospective investors should consider the following risk factors, in
addition to other information contained or incorporated by reference herein, in
connection with a decision to purchase our common stock.
RISKS ASSOCIATED WITH THE COMPANY:
1
<PAGE>
OUR AGGRESSIVE GROWTH STRATEGY COULD LOWER OUR SHORT TERM PROFITS
Because we are incurring expenses to fund our aggressive growth before
our investments have begun to generate significant income, our short term
profits will likely be lower than they would have been otherwise.
ABILITY TO SUSTAIN GROWTH
Our business plan calls for our continued aggressive growth. For a
variety of reasons, we may not be able to sustain that growth. In the event that
we are unable to sustain our historic growth rate, we will be required to adopt
a new business strategy which may not be as successful as our current strategy
has been. Our ability to continue to rapidly grow depends upon our ability to
locate new branch locations and successfully attract deposits to those
locations, locate sound loan and investment opportunities, and identify and
successfully negotiate with potential acquisition candidates.
SOURCES OF DIVIDENDS ON COMMON STOCK
Our ability to pay dividends on our common stock is dependent upon the
payment of dividends to us by the bank. The ability of the bank to pay dividends
to us is governed by regulations imposed by the New Jersey Department of Banking
and Insurance and the FDIC, the bank's primary regulators. These regulations
impose a variety of restrictions on the bank's payment of dividends to us. At
March 31, 1999 the bank would have been able to dividend up to $2.2 million to
us under these regulations.
YEAR 2000 AND IMPACT ON OUR COMPUTERS AND OUR OPERATIONS
Our operations and financial results are highly dependent upon our
ability to rapidly and accurately process data through our internal and external
computer systems and processors. Our future performance may be adversely
affected by the ability of computer systems we own and use to read entries for
the Year 2000. Many computer systems currently in use are unable to distinguish
between the Year 2000 and the Year 1900, causing a variety of processing
difficulties. We use a third-party to process our data. Because of this, it may
be difficult for us to ensure that all data processing functions we use can read
entries for the Year 2000. Although we are in the process of making sure our
computers and those of our service bureau can correctly process entries for the
Year 2000 we can give you no assurances that we will be fully successfully. The
failure of our computers to fully process entries for the Year 2000 could
adversely affect our future results of operations impeding our ability to
calculate payments, interests due, service loans and perform other necessary
functions.
RISKS ASSOCIATED WITH THE BANKING INDUSTRY:
COMPETITION
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The banking industry within the State of New Jersey is highly
competitive. The bank's principal market area is served by branch offices of
large commercial banks and thrift institutions. A number of these institutions
have substantially greater resources than we do to expend upon advertising and
marketing, and their substantially greater capitalization enables them to make
much larger loans. Our success depends a great deal upon our judgment that large
and mid-size financial institutions do not adequately serve small businesses in
our principal market area and our ability to compete favorably for such
customers. In addition to competition from larger institutions, we also face
competition for individuals and small businesses from recently formed banks
seeking to compete as "home town" institutions. Most of these new institutions
have focused their marketing efforts on the smaller end of the small business
market we serve.
LENDING RISKS
The risk of nonpayment (or deferred or delayed payment) of loans is
inherent in commercial banking. Such non payment, or delayed or deferred payment
of loans to the Bank, if they occur, may have a material adverse effect on our
earnings and overall financial condition. Additionally, in compliance with
applicable banking laws and regulations, the bank maintains an allowance for
loan losses created through charges against earnings. As of March 31, 1999, the
bank's allowance for loan losses was $1.7 million. The bank's marketing focus on
small to medium-size businesses may result in the assumption by the bank of
certain lending risks that are different from or greater than those which would
apply to loans made to larger companies. We seek to minimize our credit risk
exposure through credit controls which include evaluation of potential
borrowers, available collateral, liquidity and cash flow. However, there can be
no assurance that such procedures will actually reduce loan losses.
SUPERVISION AND REGULATION
The federal and state laws and regulations applicable to our operations
give regulatory authorities extensive discretion in connection with their
supervisory and enforcement responsibilities, and generally have been
promulgated to protect depositors and the deposit insurance funds and not for
the purpose of protecting stockholders. These laws and regulations can
materially affect our future business. Laws and regulations now affecting us may
be changed at any time, and the interpretation of such laws and regulations by
bank regulatory authorities is also subject to change. We can give no assurance
that future changes in laws and regulations or changes in their interpretation
will not adversely our the business.
UNITY BANCORP, INC.
Unity Bancorp, Inc. is a New Jersey business corporation and a holding
company for Unity Bank, which engages in a commercial banking business in
Hunterdon, Middlesex, Morris, Somerset and Union counties, New Jersey. We direct
the policies and coordinate the financial resources of the Bank.
3
<PAGE>
The bank is a New Jersey state-chartered bank which commenced business
in 1991. The Bank currently operates from its main office in Clinton, New Jersey
and from fifteen branch offices located in Berkeley Heights, Colonia, Cranford,
Flemington, Linden, North Plainfield, South Plainfield, Edison, Springfield (2
offices), Scotch Plains, Kenilworth, East Brunswick, Union and Whitehouse, New
Jersey. In addition, the bank expects to open new branches in North Brunswick,
Highland Park, Bound Brook and Flemington during 1999. The deposits of the bank
are insured by the Bank Insurance Fund of the FDIC up to applicable limits. The
operations of the bank are subject to the supervision and regulation of the New
Jersey Department of Banking and Insurance and the FDIC.
We lend funds to individuals and businesses for personal and commercial
purposes. We emphasize the origination of loans with adjustable rates of
interest tied to our Prime Rate. The interest rates on our adjustable rate loans
are repriced from time-to-time to reflect changes, up or down, in our cost of
funds. In order to be competitive with other established banking institutions in
our trade area, we charge rates which are generally comparable to those charged
by other lenders.
In addition, we have been very active in providing loans to small
businesses through the United States Small Business Administration guaranteed
loan program. Under the SBA program, loans are available to small businesses
which meet certain criteria. Up to 90% of the principal of a loan to a qualified
business may be guaranteed by the United States Government. We sell the
guaranteed portion of our SBA loans into the secondary market and derive premium
income. Our ability to offer SBA loans on an ongoing basis is dependent upon,
among other factors, appropriation of funds by the federal government to the SBA
program. We have been designated a "preferred lender" for the states of New
Jersey, Delaware, New York and Pennsylvania by the SBA. This means that we may
originate SBA guaranteed loans without prior SBA approval, although the
guaranteed portion of this loan will be 80% for loans up to $100,000 and 75% for
loans over $100,000 and up to $1,000,000.
Our commercial loans are generally secured by business assets, personal
guarantees of the principals of closely-held businesses and often by the
personal assets of such principals. The loans are made to small and mid-sized
businesses in our trade area. Federal and state law and regulations restrict how
much any bank may lend to a single customer with the restrictions stated as a
percentage of the bank's primary capital. We believe that we can attract
commercial borrowers by providing competitive rates, superior services, local
decision-making and flexibility in loan structure. The Board of Directors
believes that small and mid-sized businesses are not always of primary
importance to larger banking institutions for commercial lending purposes,
whereas such businesses represent the main portion of our commercial loan
business.
We grant both secured and unsecured personal loans to finance the
purchase of automobiles, durable goods of other consumer goods. The Board of
Directors believes that our competitive interest rates and superior service
(which includes, among other things, convenience,
4
<PAGE>
personal attention and prompt local decision-making) are important competitive
factors in attracting personal loans from credit-worthy consumers.
We also make residential and commercial real estate loans and, on a
limited basis, construction loans.
Our principal executive offices are located at 64 Old Route 22, Clinton,
New Jersey 08809, and our telephone number is (908) 730-7630.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by
the selling shareholders.
SELLING SHAREHOLDERS
Barry Habib, Norman Hunter and Craig Frankel are the selling
shareholders. They acquired the shares of the common stock in connection with
the sale of their company, Certified Mortgage Associates, Inc., to the Company
in February, 1999. Mr. Habib owns 90,164 shares of the common stock, Mr. Frankel
owns 10,246 shares of the common stock and Mr. Hunter owns 2,049 shares of the
common stock.
PLAN OF DISTRIBUTION
The common stock may be sold from time to time by the selling
shareholders in one or more transactions on the NASDAQ market or otherwise.
Alternatively, the selling shareholders may from time to time offer the common
stock through underwriters, dealers or agents. The distribution of the common
stock by the selling shareholders may be effected from time to time in one or
more transactions that may take place in the over-the-counter market including
ordinary broker's transactions, privately negotiated transactions, pledges, or
through sales to one or more broker/dealers for resale of such securities as
principals, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by these
holders in connection with such sales.
Registration of the common stock is being made pursuant to an agreement
between the selling shareholders and us pursuant to which we will pay all
expenses incident to the registration of the common stock. We will not pay,
among other expenses, commissions and discounts of underwriters, dealers or
agents or the fees and expenses of counsel for the selling shareholders. In some
cases, the Company has agreed to indemnify the selling shareholders against
certain liabilities.
5
<PAGE>
There can be no assurance that any of the selling shareholders will sell
any or all of the common stock offered by them hereunder.
WARRANT AGENT
Our transfer agent for the common stock is FCTC Transfer Services, LLP,
with an office at 111 Wood Avenue South, Suite 206, Iselin, New Jersey.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon for
us by Jamieson, Moore, Peskin & Spicer, Morristown, New Jersey.
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1998, incorporated by
reference into our Annual Report on Form 10-KSB for the year ended December 31,
1998, which is incorporated by reference into this Registration Statement on
Form S-3, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto. The financial
statements are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
6
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR DOCUMENTS
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. THE AFFAIRS OF UNITY BANCORP, INC. OR UNITY BANK MAY CHANGE
AFTER THE DATE OF THIS PROSPECTUS. DELIVERY OF THIS DOCUMENT AND THE SALES OF
SHARES MADE HEREUNDER DOES NOT MEAN OTHERWISE.
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UNTIL THE LATER OF __________, 1999 OR 25 DAYS AFTER COMMENCEMENT OF THE
OFFERING, ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
UNITY BANCORP, INC.
Up to 102,459 Shares of
COMMON STOCK
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PROSPECTUS
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__________________, 1999
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee ........................... $ 289.00
Accounting Fees and Expenses ................... 5,000.00
Legal Fees and Expense ......................... 5,000.00
Transfer Agent Fees ............................ 2,000.00
Miscellaneous Expenses ......................... 7,711.00
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Total .......................................... $20,000.00
==========
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 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.
II-1
<PAGE>
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.
ITEM 16. EXHIBITS
Exhibit No. Description
----------- -----------
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 hereto).
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file, during any period
in which it offers or sells securities, a post-effective amendment to this
registration statement to include any additional or changed material information
on the plan of distribution.
The undersigned Registrant hereby undertakes, for purposes of
determining any liability under the Securities Act of 1933, to treat each post
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering and to file a post effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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.
II-3
<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 Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Clinton, State of New Jersey, on this 14th day of May, 1999.
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 has been signed below by the following persons in the
capacities indicated on this 14th day of May, 1999.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/Robert J. Van Volkenburgh Chairman of the Board May 14, 1999
- ----------------------------- (Principal Executive Officer)
ROBERT J. VAN VOLKENBURGH
/s/David D. Dallas Director May 14, 1999
- -----------------------------
DAVID D. DALLAS
/s/Peter P. DeTommaso Director May 14, 1999
- -----------------------------
PETER P. DETOMMASO
/s/Charles S. Loring Director May 14, 1999
- -----------------------------
CHARLES S. LORING
/s/Kevin Killian Chief Financial Officer May 14, 1999
- ----------------------------- (Principal Financial and
KEVIN KILLIAN Accounting Officer)
/s/John F. Tremblay Director May 14, 1999
- -----------------------------
JOHN F. TREMBLAY
II-4
</TABLE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference into this Registration Statement on Form S-3 of our
report dated January 22, 1999, with respect to Unity Bancorp Inc.'s (Unity's)
1998 financial statements which were previously incorporated by reference into
Unity's Form 10-KSB for the year ended December 31, 1998 and to all references
to our Firm in this Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 13, 1999
EXHIBIT 5
May 13, 1999
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 102,459 shares
of Common Stock, no par value per share, of the Company (the "Shares"), being
registered for the holders, Barry Habib, Norman Hunter and Craig Frankel, who
acquired the Shares in connection with the sale of their Company, Certified
Mortgage Associates, Inc. to 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 Certification of Incorporation and By-laws of the Company, 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 on the foregoing, we are of the opinion that the Shares are duly
and validly issued, and are fully-paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matter" and we also 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
