As filed with the Securities and Exchange Commission on
January 12, 2005
Registration No. 333-_____
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
SUSSEX BANCORP
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-3475473
(I.R.S. Employer Identification No.)
200 MUNSONHURST ROAD
ROUTE 517
FRANKLIN, NEW JERSEY 07416-0353
(Address of principal executive offices)
SUSSEX BANCORP
2001 STOCK OPTION PLAN
(Full title of the plan)
DONALD L. KOVACH
SUSEX BANCORP
200 MUNSONHURST ROAD
ROUTE 517
FRANKLIN, NEW JERSEY 07416-0353
(Name and address of agent for service)
(973) 827-2914
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of Registration
be Registered Registered Offering Price Per Aggregate Offering Fee
Share (2) Price
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Common Stock, no par
value per share and
interests of 173,250 (1) $15.99 $2,770,267.50 $350.96
CONSENT
Plan
=================================================================================================================
(1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under the Registrant's 2001 Stock Option Plan (the "Plan").
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
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
and based upon the book value of the Registrant's stock as of January 12, 2005
in accordance with Rule 457(h)(1).
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.
2
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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, 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 audited financial statements of the Registrant as of and for
the year ended December 31, 2003 and the unaudited financial
statements as of and for the nine months ended September 30, 2004,
included as exhibits to the Registrant's final prospectus filed with
the SEC on December 16, 2004 under Rule 424(b) of the Securities Act
of 1933;
(b) the Registrant's quarterly report for the period ended March 31,
2004 on Form 10-QSB filed with the SEC on May 13, 2004, the
Registrant's quarterly report for the period ended June 30, 2004 on
Form 10-QSB filed with the SEC on August 10, 2004 and the Registrant's
quarterly report for the period ended September 30, 2004 on Form
10-QSB filed with the SEC on November 15, 2004; and
(c) the description of the Registrant's common stock, no par value,
contained in the Registrant's Registration Statement on Form SB-2/A
filed with the SEC on December 7, 2004.
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.
Item 5. Interests of Named Experts and Counsel.
3
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Company's Certificate of Incorporation provides:
Subject to the following, a director or officer of the Corporation shall
not be personally liable to the Corporation or its shareholders for damages
for breach of any duty owed to the Corporation or its shareholders. The
preceding sentence shall not relieve a director or officer from liability
for any breach of duty based upon an act or omission (i) in breach of such
person's duty of loyalty to the Corporation or its shareholders, (ii) not
in good faith or involving a knowing violation of law, or (iii) resulting
in receipt by such person of an improper personal benefit. If the New
Jersey Business Corporation Act is amended to authorize corporate action
further eliminating or limiting the personal liability of directors or
officers, then the liability of a director or officer or both of the
Corporation shall be eliminated or limited to the fullest extent permitted
by the New Jersey Business Corporation Act as so amended. Any amendment to
this Certificate of Incorporation, or change in law which authorizes this
paragraph shall not adversely affect any then existing right or protection
of a director or officer of the Corporation.
Article V of the Company's Certificate of Incorporation provides:
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, 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
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.
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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 2001 Stock Option Plan (1)
5 Opinion of Windels Marx Lane & Mittendorf, LLP
23(a) Consent of Beard Miller Company LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP
(included in the Opinion filed as Exhibit 5 hereto)
_______________________
(1) Incorporated by reference from Exhibit B to the Registrant's
definitive proxy statement on Schedule 14A for the 2001 Annual Meeting
of Shareholders, as filed with the SEC on April 25, 2001.
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 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;
(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.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be 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 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.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 Franklin, New Jersey, on the 11th day of January, 2005. Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
SUSSEX BANCORP
Name Title Date
---- ----- ----
/s/ Donald L. Kovach President, Chief Executive Officer and Director January 11, 2005
-------------------- (Chairman of the Board)
Donald L. Kovach
/s/ Candace Leatham Executive Vice President (Principal Financial January 11, 2005
------------------- and Accounting Officer)
Candace Leatham
/s/ Irvin Ackerson Director January 11, 2005
------------------
Irvin Ackerson
/s/ Mark J. Hontz Director January 11, 2005
-----------------
Mark J. Hontz
/s/ Joel D. Marvil Director January 11, 2005
------------------
Joel D. Marvil
/s/ Edward J. Leppert Director January 11, 2005
---------------------
Edward J. Leppert
7
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8
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OF FIRST WASHINGTON FINANCIALCORP
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Exhibit
Number Description of Exhibit
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4 2003 Stock Option Plan (1)
5 Opinion of Windels Marx Lane & Mittendorf, LLP
23(a) Consent of Beard Miller Company LLP
23(b) Consent of Windels Marx Lane & Mittendorf, LLP (included in
the Opinion filed as Exhibit 5 hereto)
_________________________
(1) Incorporated by reference from Exhibit A to the Company's
definitive proxy statement on Schedule 14A for the 2003 Annual
Meeting of Shareholders, as filed with the Securities and
Exchange Commission on March 28, 2003.
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