As filed with the Securities and Exchange Commission on August 15, 2002.
Registration Statement 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
1ST CONSTITUTION BANCORP
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3665653
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2650 ROUTE 130 P.O. BOX 634 CRANBURY, NJ 08512
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED STOCK OPTION PLAN FOR KEY EMPLOYEES
1996 EMPLOYEE STOCK OPTION PLAN
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plans)
MR. ROBERT F. MANGANO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2650 ROUTE 130
CRANBURY, NEW JERSEY 08512
(Name and address of agent for service)
(609) 655-4500
(Telephone number, including area code, of agent for service)
Copy to:
LAWRENCE A. GOLDMAN, ESQ.
GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE
ONE RIVERFRONT PLAZA
NEWARK, NEW JERSEY 07102-5497
(973) 596-4500
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM OFFERING MAXIMUM AMOUNT OF
OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING FEE(2)
PRICE(2)
Common Stock, no par value per share 372,664 $20.175 $7,518,496 $692
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also covers additional shares of Common
Stock pursuant to the anti-dilution provisions of the Plan.
(2) Estimated in accordance with Rule 457(c) solely for the purposes of
calculating the registration fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq National Market
System on August 9, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
1st Constitution Bancorp ("we", "us", "our" or the "Company")
incorporates by reference in this registration statement the following documents
previously filed by us with the Securities and Exchange Commission (the
"Commission"):
(1) Our Annual Report on Form 10-KSB for the year ended December
31, 2001;
(2) Our Quarterly Reports on Form 10-QSB for the three-month
period ended March 31, 2002 and the three-month period ended
June 30, 2002;
(3) The description of our common stock, no par value per share
(the "Common Stock"), set forth in Amendment No. 2 to
Registration Statement on Form 10-SB, filed with the
Commission on September 7, 2001, including any amendment or
report filed for the purpose of updating such description; and
(4) All documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered 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 a part hereof from the respective date of
filing of such documents. Any statement contained in a
document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement
contained in this Registration Statement or in any other
subsequently filed document which is incorporated by reference
modifies or replaces such 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 Certificate of Incorporation of the Company provides that the
Company will indemnify to the full extent from time to time permitted by law,
any person made, or threatened to be made, a party to, or a witness or other
participant in, any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative, arbitrative, legislative,
investigative or of any other kind, by reason of the fact that such person is or
was a director, officer, employee or other agent of the Company or any
subsidiary of the Company or serves or served any other enterprise at the
request of the Company against expenses, judgments, fines, penalties and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding and any appeal therein. The Federal Deposit
Insurance Act generally prohibits indemnification of a holding company's
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directors and officers for any penalty or judgment resulting from any
administrative or civil action instituted by a federal banking agency.
The Certificate of Incorporation of the Company contains provisions
that may limit the liability of any director or officer of the Company to the
Company or its shareholders for damages for an alleged breach of any duty owed
to the Company or its shareholders. This limitation will not relieve an officer
or director from liability based on any act or omission (i) that was in breach
of such person's duty of loyalty to the Company or its shareholders; (ii) that
was not in good faith or involved a knowing violation of law; or (iii) that
resulted in receipt by such officer or director of an improper personal benefit.
These provisions are explicitly permitted by New Jersey law.
The New Jersey Business Corporation Act empowers a corporation to
indemnify a corporate agent against his expenses and liabilities incurred in
connection with any proceeding (other than a derivative lawsuit) 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 interests of the corporation, and (b) with respect to
any criminal proceeding, the corporate agent had not reasonable cause to believe
his conduct was unlawful. For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or agent of the
corporation, and a person serving as a "corporate agent" for any other
enterprise at the request of the corporation.
With respect to any derivative action, the corporation 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.
The corporation 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 stockholders.
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. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay the expenses if it is ultimately determined that he is not entitled to
indemnification.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Stock Option Plan for Key Employees,
as amended by Amendment effective July 1, 1999 and as
further amended by Second Amendment effective April 25,
2002 (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q SB for the period ended June 30, 2002)
4.2 1996 Employee Stock Option Plan, as amended by Amendment
and by a further Amendment effective July 1, 1999 and as
further amended by Third Amendment effective April 25,
2002 (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-Q SB for the period ended June 30, 2002)
4.3 Employee Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 6.3 to the Company's
Registration Statement on Form 10-SB (File No. 000-32891)
filed June 15, 2001)
4.4 Directors Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 6.4 to the Company's
Registration Statement on Form 10-SB (File No. 000-32891)
filed June 15, 2001)
5.1 Opinion of Gibbons, Del Deo, Dolan, Griffinger &
Vecchione.
23.1 Consent of KPMG LLP
23.2 Consent of Gibbons, Del Deo, Dolan, Griffinger &
Vecchione (included in Exhibit 5.1)
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The Company 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, as amended;
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(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 (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with the Commission
by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended, (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing procedures, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Cranbury, State of New Jersey, on this 14th day of
August, 2002.
1ST CONSTITUTION BANCORP
By: /s/ Robert F. Mangano
---------------------
Robert F. Mangano
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward D. Knapp Director and Chairman of the Board August 14, 2002
------------------------------
Edward D. Knapp
/s/ Robert F. Mangano President and Chief Executive August 14, 2002
------------------------------ Officer and Director
Robert F. Mangano
/s/ Charles S. Crow, III Director August 14, 2002
------------------------------
Charles S. Crow, III
/s/ William M. Rue Director August 14, 2002
------------------------------
William M. Rue
/s/ Frank E. Walsh, III Director August 14, 2002
------------------------------
Frank E. Walsh, III
/s/ Joseph M. Reardon Principal Accounting Officer August 14, 2002
------------------------------
Joseph M. Reardon
------------------------------
*Robert F. Mangano,
Attorney in Fact
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EXHIBIT INDEX
NO. DESCRIPTION METHOD OF FILING
--- ----------- ----------------
4.1 Amended and Restated Stock Option Incorporated by reference to Exhibit
Plan for Key Employees, as amended 10.1 to the Company's Form 10-Q SB
by Amendment effective July 1, 1999 for the period ended June 30, 2002
and as further amended by Second
Amendment effective April 25, 2002
4.2 1996 Employee Stock Option Plan, as Incorporated by reference to Exhibit
amended by Amendment and by a 10.2 to the Company's Form 10-Q SB
further Amendment effective July 1, for the period ended June 30, 2002
1999 and as further amended by
Third Amendment effective April 25,
2002
4.3 Employee Stock Option and Incorporated by reference to Exhibit
Restricted Stock Plan 6.3 to the Company's Registration
Statement on Form 10-SB (File No.
000-32891) filed June 15, 2001
4.4 Directors Stock Option and Incorporated by reference to Exhibit
Restricted Stock Plan 6.4 to the Company's Registration
Statement on Form 10-SB (File No.
000-32891) filed June 15, 2001
5.1 Opinion of Gibbons, Del Deo, Dolan, Filed with this Registration
Griffinger & Vecchione Statement
23.1 Consent of KPMG LLP Filed with this Registration Statement
23.2 Consent of Gibbons, Del Deo, Dolan, Included in Exhibit 5.1
Griffinger & Vecchione
24.1 Powers of Attorney Filed with this Registration Statement