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 SAVINGS BANK, S.L.A.
EMPLOYEE RETIREMENT PLAN
(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 Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Price Registration
Registered (1) Share (2) Fee (2)
------------ ---------- --------- ------------- -----------
Common Stock,
no par value
per share and 25,000 $23.575 $589,375 $173.87
interests of
participation
in the Plan
(1) Represents shares that are available for investment to be
purchased with employee elective deferrals under the Plan.
(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 pursuant to the Plan described herein.
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 Annual Report on Form 11-K for the year ended December 31,
1996 for the Statewide Savings Bank Employee Retirement Plan;
(c) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1997;
(d) the Registrant's Current Reports on Form 8-K dated October 28,
November 18, 1997, January 14, 1998 and January 29, 1998;
(e) 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
------ ----------------------
4(a) Statewide Savings Bank, S.L.A. Employee Retirement
Plan, which is comprised of (a) Delaware Charter
Guarantee & Trust Company Prototype 401(k)
Retirement/Savings Plan, (b) 401(k) Adoption
Agreement Form 1, (c) Summary Plan Description
of the Plan and (d) Enrollment Form, including
form of Investment Election to be made available
to Plan Participants with respect to the
investment of their accounts under the Plan.*
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
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)
-----------
*Incorporated by reference from the Registrant's Registration
Statement on Form S-8, Registration No. 33-96844, filed with the
Securities and Exchange Commission on September 14, 1995, Exhibit
4(a).
The Statewide Savings Bank, S.L.A. Employee Retirement Plan has been
submitted to the Internal Revenue Service ("IRS") in a timely manner,
and the Registrant will submit any amendment to the Plan to the IRS
and will make all changes required by the IRS in order to qualify the
Plan.
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
Pursuant to the requirements of the Securities Act of 1933, the
trustee 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 SAVINGS BANK, S.L.A.
EMPLOYEE RETIREMENT PLAN
By: Delaware Charter Guarantee &
Trustee Company, Trustee
By: /s/Charles Swain
----------------------------
Name: CHARLES SWAIN
Title: Vice President
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF STATEWIDE FINANCIAL CORP.
Exhibit
Number Description of Exhibit
------ ----------------------
4(a) Statewide Savings Bank, S.L.A. Employee Retirement
Plan, which is comprised of (a) Delaware Charter
Guarantee & Trust Company Prototype 401(k)
Retirement/Savings Plan, (b) 401(k) Adoption Agreement
- Form 1, (c) Summary Plan Description of the Plan and
(d) Enrollment Form, including form of Investment
Election to be made available to Plan Participants with
respect to the investment of their accounts under the
Plan.*
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
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(a) hereto)
-------------
*Incorporated by reference from the Registrant's Registration
Statement on Form S-8, Registration No. 33-96844, filed with the
Securities and Exchange Commission on September 14, 1995, Exhibit
4(a).
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") which may be
offered and sold pursuant to the Statewide Savings Bank, S.L.A.
Employee Retirement Plan (the "Plan").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our
satisfaction, of the Certificate of Incorporation and Bylaws of the
Company, the Plan, and such other certificates, records instruments
and documents, and have made such other and further investigations, as
we have deemed necessary or appropriate to enable us to express the
opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural 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 terms of the
Plan, the Shares issued thereunder 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 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 Savings Bank, S.L.A. Employee Retirement Plan, 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.
We also consent to incorporation by reference in the above noted
registration statement, of our report dated May 30, 1997, relating to
the financial statements of Statewide Savings Bank, S.L.A. Employee
Retirement Plan as of and for the years ended December 31, 1996 and
1995, which report appears in the Plan's December 31, 1996 Annual
Report of Form 11-K.
KPMG Peat Marwick LLP
Short Hills, New Jersey
February 3, 1998
