As filed with the Securities and Exchange Commission on June ___, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-3282551
(I.R.S. Employer Identification No.)
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 08809
(Address of principal executive offices)
UNITY BANCORP, INC.
1997 STOCK BONUS PLAN
1997 STOCK OPTION PLAN
1998 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
(Full title of the plan)
DAVID DALLAS
CHAIRMAN OF THE BOARD
UNITY BANCORP, INC.
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 08809
(Name and address of agent for service)
(908) 730-7630
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of Registration
be Registered Registered (1) Offering Price Per Aggregate Offering Fee (2)
Share Price (2)
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Common Stock, no par
value per share and
interests of 693,750 $4.50 $3,121,875 $780
participation in the Plan
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(1) Maximum number of shares authorized for issuance pursuant to the exercise
of options under Registrant's 1997 Stock Option Plan, 1998 Stock Option
Plan, 1999 Stock Option Plan and the 1997 Stock Bonus Plan (collectively
the "Plans"). This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of the Registrant
as may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in such Plans.
(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.
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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 maybe inspected and copies maybe
obtained (at prescribed rates) at the SEC's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Website that contains copies of such material. The address of the Commission's
Website is (http://www.sec.gov).
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the year ended December
31, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(c) the Company's Current Reports on Form 8-K dated January 4, 2001 and
March 1, 2001;
(d) the description of the Company's Common Stock, no par value per share,
contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on November 7, 1996,
to register the Common Stock under Section 12(g) of the Exchange Act.
In addition, all documents subsequently filed by the Company 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Company's Certificate of Incorporation requires the
Company to indemnify its officers, directors, employees and agents and former
officers, directors, employees and agents, and any other persons serving at the
request of the Company as an officer, director, employee or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees, judgments, 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 Delaware General Corporation Law.
The Company's Certificate of Incorporation also provides that the Company
may purchase and maintain insurance on behalf of any person or persons
enumerated in Article Ninth thereof against any liability asserted against or
incurred by such person or persons arising out of their status as corporate
directors, officers, employees, or agents whether or not the Company would have
the power to indemnify them against such liability under the provisions of this
article.
With respect to possible indemnification of officers, directors, employees
and agents of the Company for liabilities arising under the Securities Act, the
Company 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
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4(a) 1997 Stock Bonus Plan
4(b) 1997 Stock Option Plan
4(c) 1998 Stock Option Plan
4(d) 1999 Stock Option Plan
5 Opinion of Windels Marx Lane & Mittendorf, LLP
4
23(a) Consent of KPMG LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP (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 company 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 maybe permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, the company has
been advised that in the opinion of the Securities and
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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 company
of expenses incurred or paid by a director, officer of 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 Act 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, the company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Clinton, State of New
Jersey on July 3, 2001.
UNITY BANCORP, INC.
By: /s/ DAVID DALLAS
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David Dallas
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, the company has
duly caused this Registration Statement to be signed by the following persons in
the capacities and on the dates indicated.
Date: July 3, 2001 /s/ ANTHONY J. FERARO
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Anthony J. Feraro
President & Chief Executive Officer
Date: July 3, 2001 /s/ ALLEN TUCKER
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Allen Tucker
Director
Date: July 3, 2001 /s/ DAVID D. DALLAS
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David D. Dallas
Chairman of the Board
Date: July 3, 2001 /s/ PETER P. DeTOMMASO
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Peter P. DeTommaso
Director
Date: July 3, 2001 /s/ CHARLES S. LORING
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Charles S. Loring
Director
Date: July 3, 2001 /s/ JAMES A. HUGHES
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James A. Hughes
Chief Financial Officer
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EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF UNITY BANCORP, INC.
Exhibit
Number Description of Exhibit
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4(a) 1997 Stock Bonus Plan
4(b) 1997 Stock Option Plan
4(c) 1998 Stock Option Plan
4(d) 1999 Stock Option Plan
5 Opinion of Windels Marx Lane & Mittendorf, LLP
23(a) Consent of KPMG LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP
(included in the Opinion filed as Exhibit 5 hereto)
8