Filed by the Registrant x | Filed by a Party other than the Registrant o |
o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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LINCOLN PARK BANCORP |
(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
N/A
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(2)
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Aggregate
number of securities to which transaction applies:
N/A
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule | ||
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
N/A | |||
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(4)
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Proposed
maximum aggregate value of transaction: N/A
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(5)
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Total
fee paid: N/A
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o
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Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the | ||
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number,
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or the Form or Schedule and the date of its
filing:
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(1)
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Amount
previously paid: N/A
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(2)
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Form,
Schedule or Registration Statement No.: N/A
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(3)
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Filing
party: N/A
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(4)
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Date
Filed: N/A
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Sincerely, | |
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David G. Baker | ||
President and Chief Executive Officer |
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1.
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The
election of two directors of Lincoln Park
Bancorp;
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2.
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The
ratification of the appointment of Beard Miller Company LLP as the
independent registered public accounting firm for Lincoln Park Bancorp for
the fiscal year ending December 31, 2009;
and
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By Order of the Board of Directors | |
![]() |
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Nancy M. Shaw | ||
Secretary |
Name
and Address of
Beneficial
Owners
|
Amount
of Shares
Owned
and Nature of
Beneficial
Ownership (1)
|
Percent
of Shares
of
Common Stock
Outstanding
|
|||
Lincoln
Park Bancorp, MHC
31
Boonton Turnpike
Lincoln
Park, New Jersey 07035
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999,810
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55.4%
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|||
Lincoln
Park Bancorp, MHC, and all of Lincoln
Park
Bancorp’s and Lincoln Park Savings
Bank’s
(the “Bank”) directors and executive
officers
as a group
(7
directors and officers)
(2)
|
1,064,780
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59.0%
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(1)
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In
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner, for purposes of this table,
of any shares of common stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the date as of which beneficial
ownership is being determined. As used herein, “voting power” is the
power to vote or direct the voting of shares and “investment power” is the
power to dispose or direct the disposition of shares, and includes all
shares held directly as well as by spouses and minor children, in trust
and other indirect ownership, over which shares the named individuals
effectively exercise sole or shared voting or investment
power.
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(2)
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Includes
shares of common stock held by Lincoln Park Bancorp,
MHC. Lincoln Park Bancorp’s and Lincoln Park Savings Bank’s
executive officers and directors beneficially owned 64,970 shares of
common stock, or 3.6% of the outstanding shares of common
stock. Includes 1,681 shares of common stock allocated to the
accounts of executive officers under the Lincoln Park Savings Bank
Employee Stock Ownership Plan (the “ESOP”) and excludes the remaining
32,387 shares of common stock, or 1.8 % of the common stock outstanding,
owned by the ESOP for the benefit of employees. Includes shares of
restricted stock awarded under the 2005 Lincoln Park Bancorp Stock-Based
Incentive Plan (the “2005 Plan”), whether or not
vested. Includes options to purchase 32,626 shares of common
stock awarded under the 2005 Plan, which options vest within 60 days of
April 14, 2009. Excludes options which do not vest within 60 days of April
14, 2009.
|
Name
(1)
|
Age(2)
|
Positions
Held
with Lincoln Park
Bancorp
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Director
Since
(3)
|
Current
Term
to
Expire
|
Shares
of Common
Stock
Beneficially
Owned
(4)
|
Percent
of
Class
|
||||||
Nominees
for Three-Year Term:
|
||||||||||||
David
G. Baker
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53
|
Director,
President and
Chief
Executive Officer
|
2002
|
2009
|
11,103
(6)
|
*
|
||||||
John
F. Feeney
|
69
|
Director
|
1971
|
2009
|
9,803
(5)
|
*
|
||||||
Directors
Continuing in Office:
|
||||||||||||
Edith
M. Perrotti
|
69
|
Director
|
1996
|
2010
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11,603
(5)
|
*
|
||||||
Henry
Fitschen
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66
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Director
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2007
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2010
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2,400
|
*
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||||||
Stanford
Stoller
|
63
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Chairman
of the Board
|
2001
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2011
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11,803
(5)
|
*
|
||||||
Executive
Officers Who Are Not Directors:
|
||||||||||||
Nandini
S. Mallya
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56
|
Vice
President and
Treasurer
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N/A
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N/A
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9,220
(7)
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*
|
||||||
Nancy
M. Shaw
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50
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Vice
President and
Corporate
Secretary
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N/A
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N/A
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9,038
(8)
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*
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||||||
All
directors and executive officers as a group (7 persons)
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64,970
(9)
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3.6%
|
*
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Less
than 1%.
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(1)
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The
mailing address for each person listed is 31 Boonton Turnpike, Lincoln
Park, New Jersey 07035.
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(2)
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As
of December 31, 2008.
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(3)
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Reflects
initial appointment to the Board of Directors of Lincoln Park Savings and
Loan Association, the predecessor to Lincoln Park Savings
Bank. Each director of Lincoln Park Bancorp is also a director
of Lincoln Park Savings Bank and Lincoln Park Bancorp, MHC, which owns the
majority of the issued and outstanding shares of common stock of Lincoln
Park Bancorp.
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(4)
|
See
definition of “beneficial ownership” in the table in “Voting Securities
and Principal Holders Thereof.” None of the shares are pledged
as collateral.
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(5)
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Includes
1,088 unvested shares of restricted stock and 4,082 stock
options.
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(6)
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Includes
1,088 unvested shares of restricted stock and 4,082 stock
options.
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(7)
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Includes
2,112 unvested shares of restricted stock, 4,212 stock options, and 805
shares allocated under the ESOP for Ms.
Mallya.
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(8)
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Includes
2,112 unvested shares of restricted stock, 4,212 stock options and 876
shares allocated under the ESOP for Ms.
Shaw.
|
(9)
|
Includes 1,681 shares of common
stock allocated to the accounts of executive officers under the ESOP and
excludes the remaining 32,387 shares of common stock, or 1.8% of the
common stock outstanding, owned by the ESOP for the benefit of
employees. Under the terms of the ESOP, shares of common stock
allocated to the account of employees are voted in accordance with
instructions of the respective employees. Unallocated shares of
common stock are voted by the trustee of the employee stock ownership
plan.
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·
|
Loans
to Director Stoller as of December 31, 2008, as follows: home mortgage
loan in the amount of $60,003; and a home equity line of credit in the
amount of $75,000 with no outstanding balance on December 31,
2008.
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·
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Loans
to Director Perrotti as of December 31, 2008, as follows: home mortgages
in the amount of $255,102; home equity loans in the amounts of $223,630,
$229,553 and $34,865; and credit line loan in the amount of $100,000 with
no outstanding balance on December 31, 2008 and a business line of credit
in the amount of $100,000 with $73,524 outstanding on December 31,
2008.
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·
|
Legal
fees paid to the firm of Feeney & Dixon, L.L.P., of which Director
Feeney is a partner, which did not exceed
$15,773.
|
|
·
|
leading
the search for individuals qualified to become members of the Board of
Directors and to select director nominees to be presented for stockholder
approval;
|
|
·
|
developing
and recommending to the Board of Directors other specific criteria not
specified in its charter for the selection of individuals to be considered
for election or re-election to the Board of
Directors;
|
|
·
|
adopting
procedures for the submission of recommendations by stockholders for
nominees for the Board of Directors;
and
|
|
·
|
annual
review of the adequacy of its charter and recommending any proposed
changes to the Board of Directors.
|
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·
|
the
highest personal and professional ethics and integrity and whose values
are compatible with Lincoln Park Bancorp’s
values;
|
|
·
|
experience
and achievements that have given them the ability to exercise and develop
good business judgment;
|
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·
|
a
willingness to devote the necessary time to the work of the Board of
Directors and its committees, which includes being available for board and
committee meetings;
|
|
·
|
a
familiarity with the communities in which Lincoln Park Bancorp operates
and/or is actively engaged in community
activities;
|
|
·
|
involvement
in other activities or interests that do not create a conflict with their
responsibilities to Lincoln Park Bancorp and its stockholders;
and
|
|
·
|
the
capacity and desire to represent the balanced, best interests of the
stockholders of Lincoln Park Bancorp as a group, and not primarily a
special interest group or
constituency.
|
|
·
|
a
statement that the writer is a stockholder and is proposing a candidate
for consideration by the committee;
|
|
·
|
the
name and address of the stockholder as they appear on Lincoln Park
Bancorp’s books, and number of shares of Lincoln Park Bancorp’s common
stock that are owned beneficially by such stockholder (if the stockholder
is not a holder of record, appropriate evidence of the stockholder’s
ownership will be required);
|
|
·
|
the
name, address and contact information for the candidate, and the number of
shares of common stock of Lincoln Park Bancorp that are owned by the
candidate (if the candidate is not a holder of record, appropriate
evidence of the stockholder’s ownership should be
provided);
|
|
·
|
a
statement of the candidate’s business and educational
experience;
|
|
·
|
such
other information regarding the candidate as would be required to be
included in the proxy statement pursuant to SEC Regulation
14A;
|
|
·
|
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of Lincoln Park
Bancorp;
|
|
·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
|
|
·
|
a
statement that the candidate is willing to be considered and willing to
serve as a Director if nominated and
elected.
|
|
·
|
Forward
the communication to the Director or Directors to whom it is
addressed;
|
|
·
|
Attempt
to handle the inquiry directly, for example where it is a request for
information about the company or it is a stock-related matter;
or
|
|
·
|
Not
forward the communication if it is primarily commercial in nature, relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
|
·
|
reviewed
and discussed with management and Lincoln Park Bancorp’s independent
registered public accounting firm, Lincoln Park Bancorp’s audited
consolidated financial statements for the fiscal year ended December 31,
2008;
|
|
·
|
discussed
with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as amended; and
|
|
·
|
received
the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, and have discussed with the independent
accountants their independence from Lincoln Park
Bancorp.
|
Summary
Compensation Table
|
||||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards(1)
($)
|
Option
awards(2)
($)
|
Non-equity
incentive
plan
compensation
($)
|
Non-qualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
|
David
G. Baker,
President
and Chief
Executive
Officer
|
2008
|
$109,000
|
—
|
$4,842
|
$4,501
|
—
|
—
|
—
|
$118,343
|
|
2007
|
$108,000
|
$10,000
|
$4,842
|
$4,597
|
—
|
—
|
—
|
$127,439
|
(1)
|
The
amounts shown above in the column “Stock Awards” reflect the expense
recognized for financial statement reporting purposes for the fiscal years
ended December 31, 2008 and 2007, in accordance with FAS 123(R), of
restricted stock awards pursuant to the 2005 Stock-Based Incentive
Plan. All stock awards to the named executive officer were made
on December 22, 2005. The amounts shown
are based upon the grant date fair value per share of $8.90 and the 544
shares awarded to Mr. Baker that vested in 2007 and the 544 shares that
vested in 2008. Additional information regarding the
calculation of these amounts is included in footnote 12 to the Company’s
consolidated financial statements for the fiscal year ended December 31,
2008 included in the Company’s Annual Report on Form
10-K.
|
(2)
|
The
amounts shown above in the column “Option Awards” reflect the expense
recognized for financial statement reporting purposes, for the fiscal
years ended December 31, 2008 and 2007, in accordance with FAS 123(R), of
stock option awards pursuant to the 2005 Stock-Based Incentive
Plan. All option awards to the named executive officer were
made on December 22, 2005 , and are valued
at $3.38 per option, based upon the Black Scholes valuation model using
the following assumptions: exercise price equal to fair market
value of stock of $8.90 on grant date; dividend yield of 0%; expected
volatility rate of 26.23%; risk-free interest rate of 4.39%; and expected
term of 5.0 years. A portion of that value is recorded as
expense over the vesting period applicable to the
grant. Additional information regarding the assumptions used in
the calculation of this amount are included in footnote 12 to the
Company’s consolidated financial statements for the fiscal year ended
December 31, 2008, included in the Company’s Annual Report on Form
10-K.
|
Outstanding
Equity Awards at Fiscal Year-End
|
|||||||||||
Option
awards
|
Stock
awards
|
||||||||||
Name
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable(1)
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable(1)
|
Equity
incentive
plan
awards:
number
of
securities
underlying
unexercised
earned
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number
of
shares
or
units
of
stock
that
have
not
vested
(#)
|
Market
value
of
shares
or
units
of
stock
that
have
not
vested
($)(2)
|
Equity
incentive
plan
awards:
number
of
unearned
shares,
units
or
other
rights
that
have
not
vested
(#)
|
Equity
incentive
plan
awards:
market
or
payout
value
of
unearned
shares,
units
or
other
rights
that
have
not
vested
($)
|
||
David
G. Baker,
President
and Chief
Executive
Officer
|
4,082
|
2,722
|
—
|
$8.90
|
12/22/2015
|
1,088
|
$3,264
|
—
|
—
|
(1)
|
All
options awards granted to Mr. Baker vest a rate of 20% per year over 5
years beginning on December 22, 2006, the first anniversary of the
grants.
|
(2)
|
Based
on market value per share of $3.00 on December 31, 2008. All
stock awards vest at the rate of 20% per year over 5 years, beginning on
December 22, 2006.
|
Plan
|
Number
of securities to be
issued
upon exercise of
outstanding
options and rights
|
Weighted
average
exercise
price
|
Number
of securities remaining
available
for issuance under plan
|
Equity compensation plans approved by
stockholders
|
90,225(1)
|
$8.83(2)
|
36,787(3)
|
Equity compensation plans not approved
by stockholders
|
—
|
—
|
—
|
Total
|
90,225(1)
|
$8.83(2)
|
36,787(3)
|
(1)
|
Includes
23,205 shares of restricted stock (including 11,437 shares of restricted
stock which have already vested and 11,768 shares of unvested restricted
stock) and 67,020 options to purchase shares of common stock awarded under
the 2005 Plan.
|
(2) | Relates to 67,020 outstanding stock options. |
(3) | Includes 13,084 shares of restricted stock available for future issuance and 23,703 options to purchase shares of common stock under the 2005 Plan. |
Director
Compensation
|
|||||||
Name
|
Fees
earned
or
paid
in
cash
($)
|
Stock
awards(1)
($)
|
Option
awards(2)
($)
|
Non-equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
John
F. Feeney
|
$46,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$55,858
|
Stanford
Stoller
|
$49,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$58,858
|
Edith
M. Perrotti
|
$49,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$58,858
|
Henry
Fitschen
|
$37,500
|
___
|
___
|
___
|
___
|
___
|
$37,500
|
(1)
|
The amounts shown
above in the column “Stock Awards” reflect the expense recognized for
financial statement reporting purposes for the fiscal year ended December
31, 2008, in accordance with FAS 123(R), of restricted stock awards
pursuant to the 2005 Stock-Based Incentive Plan and thus may include
amounts from awards granted in and prior to 2008. The amounts
shown are based upon the grant date fair value of $8.90 per share and the
544 shares awarded to each director that vested in
2008. Additional information regarding the calculation of these
amounts is included in footnote 12 to the Company’s consolidated financial
statements for the fiscal year ended December 31, 2008, included in the
Company’s Annual Report on Form 10-K. At December 31, 2008,
each director listed above had 1,088 unvested shares of restricted
stock.
|
(2)
|
The
amounts shown above in the column “Option Awards” reflect the expense
recognized for financial statement reporting purposes, for the fiscal year
ended December 31, 2008, in accordance with FAS 123(R), of stock option
awards pursuant to the 2005 Stock-Based Incentive Plan and thus may
include amounts from awards granted in and prior to 2008. All
option awards to the named directors were made on December 22, 2005, and
are valued at $3.38 per option, based upon the Black Scholes valuation
model using the following assumptions: exercise price equal to
fair market value of stock of $8.90 on grant date; dividend yield of 0%;
expected volatility rate of 26.23%; risk-free interest rate of 4.39%; and
expected term of 5.0 years. A portion of that value is recorded
as expense over the vesting period applicable to the
grant. During 2008, each director listed above had 1,361
options vest. At December 31, 2008, each director had 2,722
unvested options. Additional information regarding the
assumptions used in the calculation of this amount are included in
footnote 12 to the Company’s consolidated financial statements for the
fiscal year ended December 31, 2008 included in the Company’s Annual
Report on Form 10-K.
|
2008
|
2007
|
|||||||
Audit
Fees
|
$ | 86,008 | $ | 67,000 | ||||
Audit-Related
Fees
|
$ | — | $ | 3,000 | ||||
Tax
Fees
|
$ | — | $ | 9,000 | ||||
All
Other Fees
|
$ | — | $ | — |
BY
ORDER OF THE BOARD OF DIRECTORS
|
||
![]() |
||
Nancy
M. Shaw
|
||
Secretary
|
FOR
|
VOTE
WITHHELD |
FOR ALL
EXCEPT |
|||||
1. |
The
election as director of the nominees listed below (except as marked to the
contrary below):
David
G. Baker (three-year term)
John
F. Feeney (three-year term)
INSTRUCTION: To
withhold your vote for any individual nominee, mark “For All Except” and
write that nominee’s name on the space provided.
|
o
|
o
|
o
|
|||
FOR
|
AGAINST
|
ABSTAIN
|
|||||
2. |
The
ratification of the appointment of Beard Miller Company LLP as the
independent registered public accounting firm for the Company for the
fiscal year ending December 31, 2009
|
o
|
o
|
o
|
Dated:
_________________, 2009
|
o Check Box if
You Plan to Attend Meeting
|
|
PRINT
NAME OF STOCKHOLDER
|
PRINT
NAME OF STOCKHOLDER
|
|
SIGNATURE
OF STOCKHOLDER
|
SIGNATURE
OF STOCKHOLDER
|