As filed with the Securities and Exchange Commission on
February 10, 1998
Registration No. 333-
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
STATEWIDE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State of other jurisdiction of incorporation or organization)
22-3397900
(I.R.S. Employer Identification No.)
70 SIP AVENUE
JERSEY CITY, NEW JERSEY 07306
(Address of principal executive offices)
STATEWIDE FINANCIAL CORP.
DIRECTOR'S STOCK OPTIONS
(Full title of the plan)
VICTOR M. RICHEL
CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STATEWIDE FINANCIAL CORP.
70 SIP AVENUE
JERSEY CITY, NEW JERSEY 07306
(Name and address of agent for service)
(201) 795-4000
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Amount to be Proposed Maximum Aggregate Amount of
Securities to Registered Offering Price Offering Price Registration
be Registered (1) Per Share (2) Fee (2)
------------- ----------- ---------------- --------------- -----------
Common Stock,
no par value
per share and 25,000 $21.225 $530,625 $156.54
interests of
participation
in the Plan
(1) Represents shares to be issued upon the exercise of stock
options.
(2) Estimated solely for the purpose of calculating the registration
fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold to prevent dilution resulting from
certain capital changes affecting the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy
statements and other information concerning the Company filed with the
SEC may be inspected and copies may be obtained (at prescribed rates)
at the SEC's Public Reference Section, Room 1024, 450 Fifth Street,
NW, Washington, DC 20549. The Commission also maintains a Web site
that contains copies of such material. The address of the
Commission's Web site is (http://www.sec.gov).
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1997;
(c) the Registrant's Current Reports on Form 8-K dated October 28,
November 18, 1997, January 14, 1998 and January 29, 1998;
(d) the description of the Registrant's Common Stock, no par value
per share, contained in the Registrant's Registration Statement
on Form 8-A, as filed with the Securities and Exchange Commission
on August 1, 1995, to register the Common Stock under Section
12(g) of the Exchange Act.
In addition, all documents subsequently filed by the Registrant with
the SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange
Act after the effective date of this Registration Statement, but prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from
the respective date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is incorporated or is deemed to be incorporated by
reference herein modified or superseded such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The objective of the following indemnification provision is to assure
that indemnification can be invoked by the Registrant for its
directors, officers, employees and agents and former officers,
directors, employees and agents who incur expenses in proving their
honesty and integrity, provided they meet minimum qualifications
touching upon the concept of wrongdoing.
In accordance with the New Jersey Business Corporation Act (being
Title 14A of the New Jersey Statutes), Article XI of the Registrant's
Certificate of Incorporation provides as follows:
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any
other persons serving at the request of the Corporation as an officer,
director, employee or agent of another corporation, association,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees, judgements, fines and amounts
paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal,
administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened
to be made a party, to the full extent permitted by the New Jersey
Business Corporation Act. The indemnification provided herein (i)
shall not be deemed exclusive of any other right to which any person
seeking indemnification may be entitled under any by-law, agreement,
or vote of shareholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in any
other capacity, and (ii) shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation
shall have the power, but shall not be obligated, to purchase and
maintain insurance on behalf of any person or persons, enumerated
above against any liability asserted against or incurred by them or
any of them arising out of their status as corporate directors,
officers, employees, or agents whether or not the Corporation would
have the power to indemnify them against such liability under the
provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any
action, suit or proceeding referred to in this article, upon receipt
of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the
director or officer establishes that the director's or officer's acts
or omissions (i) constitute a breach of the director's or officer's
duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv)
resulted in the director or officer receiving an improper personal
benefit, or (v) were otherwise of such a character that New Jersey law
would require that such amount(s) be repaid.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
------ ----------------------
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
10 Form of Stock Option Grant Agreement.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5
hereto)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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 the time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Jersey City, State of New Jersey on February 10, 1998.
STATEWIDE FINANCIAL CORP.
By: /s/Bernard F. Lenihan
---------------------
BERNARD F. LENIHAN
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/Victor M. Richel Chairman of the Board, February 10, 1998
--------------------- President and Chief Executive
VICTOR M. RICHEL Officer
/s/Bernard F. Lenihan Senior Vice President and February 10, 1998
--------------------- Chief Financial Officer
BERNARD F. LENIHAN (Principal Accounting
Officer)
/s/Maria F. Ramirez Director February 10, 1998
---------------------
MARIA F. RAMIREZ
/s/Walter G. Scott Director February 10, 1998
---------------------
WALTER G. SCOTT
Director February 10, 1998
---------------------
THOMAS SHARKEY, SR.
Director February 10, 1998
---------------------
STEPHEN R. TILTON
/s/Thomas V. Whelan Director February 10, 1998
---------------------
THOMAS V. WHELAN
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF STATEWIDE FINANCIAL CORP.
Exhibit
Number Description of Exhibit
------ ----------------------
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
10 Form of Grant Agreement.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5 hereto)
EXHIBIT 5
February 10, 1998
Statewide Financial Corp.
70 Sip Avenue
Jersey City, NJ 07306
Re: Statewide Financial Corp.
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Statewide Financial Corp., a New Jersey
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 being filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to an aggregate of 25,000 shares of Common Stock, no
par value per share, of the Company (the "Shares") to be issued by the
Company to certain members of the Company's Board of Directors
pursuant to Stock Option Grant Agreements, the form of which is
attached as an exhibit to the Registration Statement (the
"Agreements").
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 Bylaws of the
Company, the form of Agreement, and such other certificates, records
instruments and documents, and have made such other and further
investigations, as we have deemed necessary or appropriate to enable
us to express the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that upon issuance and
delivery by the Company of the Shares pursuant to the exercise of
stock options, and payment of the exercise price therefore and in
accordance with the terms of the Agreements, in cash or other
consideration permitted under Section 14A:7-A of the New Jersey
Business Corporation Act (the "Act"), the Shares issued will be
legally issued, fully paid and non-assessable.
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
JAMIESON, MOORE, PESKIN & SPICER
EXHIBIT 10
STATEWIDE FINANCIAL CORP.
STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is made as of this day of
November, 1997, between STATEWIDE FINANCIAL CORP. (the "Company")
and (the "Optionee").
1. Grant of Option.
Pursuant to the terms hereof, the Company hereby grants to the
Optionee, the right and option to purchase from the Company all
or any part of an aggregate of 5,000 shares of Common Stock (no
par value per share) of the Company (the "Common Stock") at the
purchase price of $21.225 per share (the "Option"), 100% of the
fair market value of the Common Stock on the date of grant. For
purposes of this Agreement the term "fair market value of the
Common Stock" means the fair market value as determined by the
Committee (as defined below) in good faith and in a manner
established by the Committee from time to time; provided,
however, if the shares of Common Stock are last sale reported
over the counter securities, then the "fair market value" of such
shares on any date shall be the average closing price for such
securities for the five (5) trading days immediately preceding
the date in question, as reported on the NASDAQ system.
2. Terms and Conditions.
It is understood and agreed that the Option is subject to the
following terms and conditions:
(a) Date of Grant. Any references to the "date of grant" herein
shall mean November 26, 1997.
(b) Expiration Date. The Option shall expire at the close of
business on November 25, 2007, or as otherwise specified in
subparagraph (e) of this paragraph 2.
(c) Exercise of Option. The Option may be exercised on or after
the following dates for the number of shares specified:
On or After This Date Number of Shares
--------------------- ----------------
November 26, 1998 1,000
November 26, 1999 1,000
November 26, 2000 1,000
November 26, 2001 1,000
November 26, 2002 1,000
provided, however, that in the event of recipient's termination
of service due to death or Disability, the provisions of
subsection (e) hereof shall govern and in the event of a Change
in Control (as defined below), all options then held by Optionee
or his estate shall immediately become exercisable.
For purposes of this Agreement, a "Change in Control" shall mean:
(1) a reorganization, merger, consolidation or sale of all
or substantially all of the assets of the Company, or a
similar transaction in which the Company is not the
resulting entity; or
(2) individuals who constitute the Incumbent Board (as
defined below) of the Company cease for any reason to
constitute a majority thereof; or
(3) the occurrence of a change in control within the
meaning of 12 C.F.R., Section 574.4; or
(4) an event of a nature that would be required to be
reported in response to Item I of the Current Report on
Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or which results
in a change in control of the Company within the
meaning of the Home Owners' Loan Act of 1933 and the
Rules and Regulations promulgated by the Office of
Thrift Supervision or its predecessor agency, as in
effect on the date hereof; or
(5) without limitation, a change in control shall be deemed
to have occurred at such time as (i) any "person" (as
the term is used in Section 13(d) and 14(d) of the
Exchange Act) other than the Company and excluding the
trustee of any Employee benefit plan sponsored by the
Company or its subsidiaries or any such plan itself, is
or becomes a "beneficial owner" (as defined in Rule
13-d under the Exchange Act) directly or indirectly, of
securities of the Company representing 25% or more of
the Company's outstanding securities ordinarily having
the right to vote at the election of directors; or
(6) a proxy statement soliciting proxies from stockholders
of the Company is disseminated by someone other than
the current management of the Company, seeking
stockholder approval of a plan of reorganization,
merger or consolidation of the Company or similar
transaction with one or more corporations as a result
of which the outstanding shares of the class of
securities then subject to the plan or transaction are
exchanged or converted into cash or property or
securities not issued by the Company; or
(7) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning
beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or
offered to sell their shares pursuant to such tender
offer and such tendered shares have been accepted by
the tender offeror.
For purposes of this Plan, "Incumbent Board" means the Board of
Directors of the Company on the effective date of this Agreement,
provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board,
or whose nomination for election by stockholders was approved by
the same nominating committee serving under an Incumbent Board,
shall be considered as though he were a member of the Incumbent
Board.
The Optionee shall give written notice to the Company, signed by
the Optionee, of the exercise of the Option. Such notice shall
specify the number of full shares to be purchased. The Option
may be exercised only with respect to full shares, and no
fractional shares may be purchased. Such notice shall be
accompanied by full payment of the exercise price, as provided in
subparagraph (d) of this paragraph 2.
(d) Payment of Purchase Price Upon Exercise. At the time of any
exercise, the purchase price of the shares to be purchased
shall be paid to the Company in cash or such other
consideration as the Stock Option Subcommittee of the
Compensation/Benefits Committee of the Company's Board of
Directors (the "Committee") may decide.
(e) Exercise Upon Death or Termination of Service. Upon the
termination of Optionee's service for any reason other than
Disability (as defined below) or death, Optionee's stock
options shall be exercisable only as to those shares which
were immediately exercisable by Optionee at the date of
termination of service. Unless such termination of service
was for cause (as defined below), such options shall remain
exercisable for the lesser of (i) the remaining term of the
option or (ii) 12 months. If Optionee is removed for cause,
all options granted hereunder shall immediately terminate.
In the event of Optionee's death or termination of service due to
Disability, all stock options held by Optionee, whether or not
exercisable at such time, shall become immediately exercisable by
Optionee or his or her legal representatives or beneficiaries and
shall remain exercisable for the lesser of (i) the remaining term
of the option or (ii) twelve (12) months.
For purposes of this Agreement, "Disability" means the permanent
and total inability by reason of mental or physical infirmity, or
both, of Optionee to participate in the work of the Board of
Directors of the Company and any Committees thereof to which
he/she may be assigned, including attending meetings of the Board
and such Committees. Additionally, a medical doctor selected or
approved by the Board of Directors must advise the Board that it
is either not possible to determine when such disability will
terminate or that it appears probable that such disability will
be permanent during the remainder of Optionee's lifetime.
"Cause" means the removal of Optionee from service of the Board
of Directors of the Company because of a material loss to the
Company or one of its affiliates caused by Optionee's personal
dishonesty, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, or the willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final
cease and desist order.
This Option and all rights hereunder with respect thereto shall
terminate and become null and void after the expiration of ten
(10) years from the date of grant, unless sooner terminated as
provided hereunder.
(f) Nontransferability. This Option shall not be transferable
other than by will or by the laws of descent and distribution.
During the lifetime of Optionee, this Option shall be exercisable
only by the Optionee (or by the Optionee's duly appointed
guardian or legal representative).
(g) Adjustments. (a) In the event of any change or changes in
the outstanding Common Stock of the Company effected without
receipt of consideration by the Company or payment of
consideration by the Company, such as by any stock dividend or
split, recapitalization, reorganization, combination or any
similar corporate change, or other increase or decrease in such
shares the number of shares of Common Stock which may be issued
hereunder, the number of shares of Common Stock subject to
options granted hereunder and the option price of such options,
shall be automatically adjusted to prevent dilution or
enlargement of the rights granted to the Optionee hereunder and
under the Plan.
(b) In the event of a consolidation, merger,
reorganization or sale of all or substantially all of the assets
of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation
of the Company (collectively an "Extraordinary Event"), the
following rules shall apply: (i) holders of options (including
the Optionee) shall continue to have the right to exercise their
unexercised but currently exercisable Options on or before the
day before the date of consummation of the Extraordinary Event,
(ii) if any option holders shall not have exercised their options
on or before the date of such consummation and if, under the
terms of the Extraordinary Event holders of the Common Stock of
the Company will receive upon consummation thereof payment in
cash, securities or other property (the "Event Payment") for each
share surrendered in the Extraordinary Event (the "Event Price"),
then an Event Payment equal to the difference between (A) the
Event Price times the number of shares of Common Stock subject to
each optionee's outstanding options (to the extent then
exercisable at prices not in excess of the Event Price) and (B)
the aggregate exercise price of all such outstanding options
shall be made to optionee in exchange for the termination of such
options, (iii) notwithstanding the foregoing provisions of clause
(ii), if the Extraordinary Event involves an exchange by the
acquiring party solely of its voting securities in a
reorganization pursuant to which holders of the Common Stock will
not recognize gain or loss on the exchange of such securities
until such holders dispose of the new voting securities acquired
in such exchange, then the acquiring party shall have the right
to provide that such options shall be assumed, or equivalent
options shall be substituted by the acquiring or succeeding
corporation (or an affiliate thereof); provided that an optionee
shall not, as a result of such provision, be required to
recognize gain or loss on the exchange of options, (iv) in no
event shall the operation of the foregoing provisions be
permitted to cause the optionee or the Plan to fail to comply
with Rule 16b-3 of the Act, and (v) in the unlikely event any
options shall remain outstanding after giving effect to the
foregoing provisions such Options shall terminate on the date the
Extraordinary Event is consummated.
(h) No Rights as Shareholder. The Optionee shall have no rights
as a shareholder with respect to any shares of Common Stock
subject to this Option prior to the date of issuance to Optionee
of a certificate or certificates for such shares.
(i) Compliance with Laws and Regulations. This Option and the
obligation of the Company to sell and deliver shares hereunder,
shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or
regulatory agency as may be required.
(j) Withholding Taxes. The Optionee shall pay to the Company,
or make provision satisfactory to the Committee for the payment
of, any taxes of any kind required by law to be withheld in
respect of the Option, no later than the date of the event
creating the tax liability. In the Committee's sole discretion,
the Optionee (other than an Optionee subject to Section 16 of the
Exchange Act ("Section 16 Optionee"), who shall be subject to the
following sentence) may elect to have such tax obligations paid,
in whole or in part, in shares of Common Stock, including shares
retained from the Option creating the tax obligation. With
respect to Section 16 Optionees, upon the issuance of shares of
Common Stock in respect of an Option, such number of shares
issuable shall be reduced by the number of shares necessary to
satisfy such Section 16 Optionee's federal, and where applicable,
state withholding tax obligations. The Company may, to the
extent permitted by law, have the right to deduct any such tax
obligations from any payment of any kind otherwise due to the
Optionee.
(k) Six Month Holding Period. Shares of Common Stock acquired
by a Section 16 Optionee may not be sold by such Optionee for at
least six (6) months from the date of grant of the Option.
3. Investment Representation.
The Committee may require the Optionee to furnish the Company,
prior to the issuance of any part of this Option, an agreement
(in such form as the Committee may specify) in which the Optionee
represents that the shares acquired by the Optionee upon exercise
are being acquired for investment and not with a view to the sale
or distribution thereof.
4. Optionee Bound by Plan.
The Optionee hereby agrees to be bound by all the terms and
provisions of the Plan.
5. Notices.
Any notice hereunder to the Company shall be addressed to it at
its office: 70 Sip Avenue, Jersey City, New Jersey 07306; and any
notice hereunder to Optionee shall be addressed to the Optionee
at the following address, subject to the right of either party to
designate at any time hereafter in writing some other address:
Address of Optionee:
Optionee's Social Security Number:
6. Binding Effect.
This Option Agreement shall be binding upon the Company's
successors and assigns, and shall be binding and inure to the
benefit of the Optionee and the Optionee's heirs, executors,
administrators, guardians, trustees, attorneys-in-fact and legal
and personal representatives.
7. Governing Law.
To the extent that State law shall not be preempted by any laws
of the United States, this Option Agreement shall be governed by,
and construed in accordance with, the laws of the State of New
Jersey.
IN WITNESS WHEREOF, the Company and the Optionee have executed
this Option Agreement as of the day and year first above written.
STATEWIDE FINANCIAL CORP.
-------------------------
By: /s/Victor M. Richel
--------------------
VICTOR M. RICHEL
Chairman of the Board,
President and Chief
Executive Officer
Accepted By:
---------------------------------
(OPTIONEE)
EXHIBIT 23(A)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Statewide Financial Corp.:
We consent to the incorporation by reference in the registration
statement on Form S-8, of Statewide Financial Corp., pertaining
to the Statewide Financial Corp. Director's Stock Options, of our
report dated January 27, 1997, relating to the consolidated
statements of financial condition of Statewide Financial Corp.
and subsidiary as of December 31, 1996 and 1995 and the related
consolidated statements of income, shareholders' equity, and cash
flows for the year ended December 31, 1996, the nine-month period
ended December 31, 1995 and the year ended March 31, 1995, which
report appears in the December 31, 1996 Annual Report on Form 10-
K of Statewide Financial Corp.
KPMG Peat Marwick LLP
February 3, 1998
Short Hills, New Jersey
