AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 24, 1998
Registration No. 333-65675
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
PRE-EFFECTIVE
AMENDMENT
NO. 4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
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(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 angent 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 code, of agent for service)
WITH A COPY TO:
ROBERT A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKIN & SPICER
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
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<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. [ ]
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. [ ]
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.
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PROSPECTUS
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UNITY BANCORP INC.
UP TO __ SHARES OF COMMON STOCK
We are a New Jersey based bank holding company. Our bank, First Community
Bank, is headquartered in Clinton, New Jersey. These shares of common stock are
owned by and are being sold by First Colonial Securities Group, Inc.
The common stock is listed on the NASDAQ National Market under the symbol
"UNTY" and the Warrants are listed on the American Stock Exchange under the
symbol "UBI.WS".
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BEFORE PURCHASING THE COMMON STOCK, YOU SHOULD READ THE RISK FACTORS BEGINNING
ON PAGE 3.
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.
FIRST COLONIAL SECURITIES GROUP, INC.
The date of this Prospectus is __________, 1998.
<PAGE>
TABLE OF CONTENTS
PAGE
Information Incorporated by
Reference ........................ 3
Risk Factors ........................ 3
The Company ......................... 5
Selected Financial Data ............. 5
Recent Developments ................. 7
Use of Proceeds ..................... 7
Plan of Distribution ................ 7
Warrant and Transfer Agent .......... 8
Legal Matters ....................... 8
Experts ............................. 8
Where You Can Find Additional
Information ....................... 9
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
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, 1997
o (ii) the Proxy Statement for the 1998 Annual Meeting of
Shareholders,
o (iii) the Quarterly Reports on Form 10-QSB for the quarters
ended March 31, June 30, and September 30, 1998
o (iv) Current Reports on Form 8-K filed on July 28, September
15 and September 24, 1998 and
o (v) 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 termination of this offering are also incorporated by reference
into this Prospectus.
To the extent that any information in this Prospectus modifies or
supersedes information in a document incorporated by reference, the incorporated
document will be deemed to be modified or superseded for purposes of this
Prospectus, and the incorporated document will 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:
POSSIBLE EARNINGS DILUTION DUE TO THE ISSUANCE OF COMMON STOCK UPON THE EXERCISE
OF WARRANTS
We issued 558,789 shares of Common Stock upon the exercise of our
outstanding common stock purchase warrants. We had 3,097,332 shares of common
stock outstanding at September 30, 1998. Depending upon our ability to invest
the additional capital received upon the issuance of these shares, these
additional shares could cause dilution to our future per share earnings.
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.
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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 successful. 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, interest due, service loans and perform other necessary
functions.
RISKS ASSOCIATED WITH THE BANKING INDUSTRY:
COMPETITION
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 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 "hometown"
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 September 30, 1998,
the bank's allowance for loan losses was $1.6 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 effect our the business.
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UNITY BANCORP, INC.
Unity Bancorp, Inc. is a New Jersey business corporation and a holding
company for First Community 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. At
September 30, 1998, we had consolidated total assets of $238.5 million and
shareholders' equity of $21.7 million.
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 six branch offices located in Flemington, North Plainfield,
Springfield, Scotch Plains, Union and Linden, New Jersey . 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, with _____% of our loan portfolio consisting of
adjustable rate loans and _____% consisting of fixed rate loans. 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 and other consumer goods. The Board of Directors
believes that our competitive interest rates and superior service (which
includes, among other things, convenience, 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.
SELECTED FINANCIAL DATA
On April 24, 1998 the Board of Directors of the Company declared a three
for two stock split payable June 1, 1998 to shareholders of record as of May 15,
1998. On November 23, 1998, the Board of Directors declared a 5% stock dividend
payable January 8, 1999 to shareholders of record on December 21, 1998. To give
effect for this stock split and the stock dividend, previously reported share
and per share information included in the Company's Annual Report on Form 10-KSB
incorporated by reference in this Registration Statement are adjusted as shown
in the following table:
AS REPORTED AS ADJUSTED
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YEAR ENDED
DECEMBER 31, 1997:
Basic earnings per share............... $1.02 $0.65
Diluted earnings per share............. 1.01 0.64
Weighted average number of
shares outstanding, basic............. 1,977,604 3,114,726
Weighted average number of
shares outstanding, diluted........... 1,999,180 3,148,709
Outstanding shares at December 31...... 1,985,485 3,127,139
YEAR ENDED
DECEMBER 31, 1996:
Basic earnings per share............... 0.74 0.47
Diluted earnings per share............. 0.73 0.46
Weighted average number of
shares outstanding, basic............. 1,419,855 2,236,272
Weighted average number of
shares outstanding, diluted........... 1,429,262 2,251,088
Outstanding shares at December 3....... 1,964,113 3,093,478
YEAR ENDED
DECEMBER 31, 1995
Basic earnings per share............... 0.83 0.53
Diluted earnings per share............. 0.83 0.53
Weighted average number of
shares outstanding, basic............. 1,203,774 1,895,944
Weighted average number of
shares outstanding, diluted........... 1,203,774 1,895,944
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In addition, to give effect to the 5% stock dividend previously reported,
share and per share information included in our Quarterly Report on Form 10-QSB
incorporated by reference in this Registration Statement are adjusted as shown
in the following table:
AS REPORTED AS ADJUSTED
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NINE MONTHS ENDED
SEPTEMBER 30, 1998:
Basic earnings per share............... $0.54 $0.51
Diluted earnings per share............. $0.50 $0.48
Weighted average number of
shares, basic......................... 3,016,593 3,156,008
Outstanding shares..................... 3,097,332 3,252,199
========= =========
NINE MONTHS ENDED
SEPTEMBER 30, 1997:
Basic earnings per share............... $0.42 $0.40
Diluted earnings per share............. $0.41 $0.39
Weighted average number of
shares, basic......................... 2,962,338 3,110,455
Outstanding shares...................... 1,985,275 3,216,808
========= =========
THREE MONTHS ENDED
SEPTEMBER 30, 1998
Basic earnings per share............... $0.22 $0.21
Diluted earnings per share............. $0.21 $0.20
Weighted average number of
shares, basic......................... 3,058,941 3,178,086
Outstanding shares...................... 3,097,332 3,252,199
========= =========
THREE MONTHS ENDED
SEPTEMBER 30, 1997
Basic earnings per share
Basic earnings per share............... $0.29 $0.18
Diluted earnings per share............. $0.28 $0.18
Weighted average number of
shares, basic......................... 2,966,414 3,114,735
Outstanding shares...................... 1,985,275 3,216,808
========= =========
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RECENT DEVELOPMENTS
We recently executed long-term leases for eight (8) new branch locations in
Cranford, Kenilworth, Berkeley Heights and Springfield in Union County and New
Brunswick, North Brunswick, South Plainfield and Edison, Middlesex County, New
Jersey. All of these facilities are existing bank branches, which are being
acquired without deposits or loans. The Union County branches are in our
existing trade area, while the Middlesex County branches are an extension of our
trade area. In addition, we have executed a lease for a new branch in Woodbridge
Township, Middlesex County, New Jersey and we are in the process of building a
new branch in Whitehouse, Hunterdon County, New Jersey. We anticipate that these
10 new branches will open in stages from January through July, 1999, increasing
our branch network to 18 offices. The order of the New Jersey Commissioner of
Banking and Insurance approving these branches requires First Community Bank to
maintain a ratio of tier 1 capital to average assets of at least 6% during the
next five (5) years. At September 30, the Bank's tier 1 capital to average asset
ratio was 7.15%. We also anticipate that we will incur a significant increase
in non-interest expense as these branches commence operation.
Effective September 21, 1998, our common stock began trading on the NASDAQ
National Market under the symbol "UNTY". From January 1997 to September 18,
1998, our common stock traded on the American Stock Exchange under the symbol
"UBI". Our warrants are traded on the American Stock Exchange under the symbol
"UBI.WS", and will continue to trade on the American Stock Exchange through
their expiration on December 15, 1998.
We have signed a definitive agreement to acquire Certified Mortgage
Associates, Inc., a Marlboro, New Jersey based mortgage banker. Under the terms
of the Letter of Intent, we are to pay a purchase price of $2.8 million in
shares of our common stock. The actual number of shares of common stock to be
issued will be determined at the close of the transaction, based upon the
average of the bid and asked price of our common stock in the first 20 trading
days in the 30 trading days prior to the closing. Under the terms of the
agreement, the principles of CMA, Mr. Barry Habib, Mr. Craig Frankel and Mr.
Norman Hunter, are to enter into Employment Agreements with us. If the
transaction had closed on October 30, 1998, we would have issued 242,424 shares
of our common stock to the principals of CMA. For the six months ended September
30, 1998, CMA had total revenues of $1.9 million. Consummation of this
transaction is subject to our executing a definitive acquisition agreement and
receipt of all necessary regulatory approvals.
On November 23, we announced that our Board had declared a 5% stock
dividend, payable January 8, 1999 to shareholders of record on December 21,
1998.
USE OF PROCEEDS
The total gross proceeds from the exercise of the warrants may range from
zero to $_______ , depending upon the number of warrants exercised. The proceeds
of the exercise of warrants will be paid directly to us. We will not receive any
proceeds from the sale of the common stock by First Colonial, however, we will
incur fixed expenses of approximately $50,000 in connection with the exercise of
the warrants, and we are obligated to pay First Colonial a total fee of the
lesser of $150,000 or 3.25% of the purchase price of shares issued upon the
exercise of warrants converted on or after October 14, 1998. We intend to use
the proceeds for general corporate purposes and to support our continued growth
and expansion both through internal expansion through our newly acquired
branches and the possible acquisition of other financial institutions, although
we do not currently have any agreements or commitments for specific
acquisitions.
PLAN OF DISTRIBUTION
The common stock offered hereby is being sold by First Colonial Securities
Group, Inc. The common stock will be acquired by First Colonial pursuant to the
terms of a Warrant Conversion Agency Agreement dated ____________, 1998 between
First Colonial Securities Group, Inc. and us (the "Warrant Conversion
Agreement"). Pursuant to the terms of the Warrant Conversion Agreement, First
Colonial will act as conversion agent to facilitate the exercise of warrants and
further to purchase warrants that become available on the open market, exercise
the warrants, and then sell the common stock purchased. First Colonial will
purchase the warrants from time-to-time at the then prevailing market prices on
the American Stock Exchange, where the warrants trade. No specific criteria have
or will be established for selecting warrants to purchase since whether and to
the extent any warrants are purchased will depend upon the current market
conditions and the number of sellers of warrants. Because the warrants are
traded on the American Stock Exchange, any holder of a warrant may, through a
registered broker/dealer, enter a sell order and sell their warrants through the
American Stock Exchange to any interested party, which may include First
Colonial. The open market purchases by First Colonial will continue until the
warrant expiration date.
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We will pay First Colonial a fee of the lesser of $150,000 or 3.25% of the
purchase price of shares issued upon the exercise of warrants converted on or
after October 14,1998, for its services as conversion agent and a
non-accountable expense allowance of $35,000. There are no provisions or
understandings requiring us to reimburse First Colonial in the event that the
value of the common stock falls between the time First Colonial exercises a
warrant and a subsequent resale of the common stock. All risk of market loss is
borne by First Colonial.
First Colonial will receive the net proceeds of the offering of common
stock. Although we will not receive proceeds from the sale of the common stock,
we will receive proceeds upon the exercise of the warrants by the warrant
holders, and we will use the proceeds for general corporate purposes and to
facilitate our plans for expansion.
We have agreed with First Colonial in the Warrant Conversion Agreement that
we will indemnify each other against certain liabilities, including certain
liabilities under the Securities Act, and to contribute to payments that each
may be required to make in respect thereof.
The foregoing includes a summary of the terms of the Warrant Conversion
Agreement and does not purport to be complete. Reference is made to a copy of
the Warrant Conversion Agreement that is on file as an exhibit to the
Registration Statement to which this Prospectus is a part.
WARRANT AND TRANSFER AGENT
Our warrant and transfer agent for the warrants and our 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. Certain legal
matters will be passed upon for First Colonial by Klehr, Harrison, Harvey,
Branzberg & Ellers, LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1997, incorporated by
reference into our Annual Report on Form 10-KSB for the year ended December 31,
1997, 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.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act and
must file reports and other information with the SEC.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the common stock offered in
this document. As permitted by the rules and regulations of the SEC, this
document does not contain all the information set forth in the registration
statement. Such information, as well as the information filed under the Exchange
Act, can be examined without charge at the public reference facilities of the
SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
such material can be obtained from the SEC at prescribed rates. The SEC also
maintains an Internet address ("Web site") that contains reports, proxy and
information statements and other information regarding registrants, including
us, that file electronically with the SEC. The address for this Web site is
"http://www.sec.gov." The statements contained in this document as to the
contents of any contract or other document filed as an exhibit to the Form S-3
are, of necessity, brief descriptions and are not necessarily complete; each
such statement is qualified by reference to such contract or document.
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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 FIRST COMMUNITY BANK
MAY CHANGE AFTER THE DATE OF THIS PROSPECTUS. DELIVERY OF THIS DOCUMENT AND THE
SALES OF SHARES MADE HEREUNDER DOES NOT MEAN OTHERWISE.
-------------------
UNTIL THE LATER OF __________, 199__ 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
UNDERWRITES AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
UNITY BANCORP, INC.
COMMON STOCK
----------
PROSPECTUS
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FIRST COLONIAL
SECURITIES GROUP, INC.
_________________, 1998
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee ............................... $ 1,678
Accounting Fees and Expenses ....................... 3,500
Legal Fees and Expense ............................ 35,000
Transfer Agent Fees ................................ 5,000
Miscellaneous Expenses ............................. 4,822
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Total ................................................. $50,000
=======
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.
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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
----------- -----------
1 Warrant Conversion Agency Agreement
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).
24 Powers of Attorney of directors of Unity Bancorp, Inc.
- ------------
* Filed herewith.
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.
12
<PAGE>
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.
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.
13
<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, as of this 24 day of December, 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 Amendment
has been signed below by the following persons in the capacities indicated on
this 24 day of December, 1998.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ ROBERT J. VAN VOLKENBURGH
_______________________________ Chairman of the Board, December 24, 1998
Robert J. Van Volkenburgh Principal Executive
Officer and Director
/s/ DAVID D. DALLAS December 24, 1998
_______________________________ Director
David D. Dallas
/s/ PETER P. DETOMMASO December 24, 1998
_______________________________ Director
Peter P. DeTommaso
/s/ CHARLES S. LORING December 24, 1998
_______________________________ Director
Charles S. Loring
/s/ JOHN F. TREMBLAY December 24, 1998
_______________________________ Director
John F. Tremblay
/s/ KEVIN KILLIAN
_______________________________ Chief Financial Officer December 24, 1998
Kevin Killian (Principal Accounting
and Financial Officer)
</TABLE>
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1 Warrant Conversion Agency Agreement
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).
24 Powers of Attorney of directors of Unity Bancorp, Inc.
- ------------
* Filed herewith.
15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Registration Statement No. 333-65675 on Form S-3 of our report
dated January 28, 1998, with respect to Unity Bancorp Inc.'s (Unity's) 1997
financial statements which were previously incorporated by reference into
Unity's Form 10-KSB for the year ended December 31, 1997 and to all references
to our Firm in this Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
December 23, 1998
