-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WxZqTyGJ+0R4Txr905Z/eiD4/iQxZWnuMy9UGgOeV2Cs8/2mDMZQx1zwSBQNcX/i h02guBL491g429LQKIhsCw== 0000950159-97-000229.txt : 19970912 0000950159-97-000229.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950159-97-000229 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970905 EFFECTIVENESS DATE: 19970905 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT BANCORP/NJ/ CENTRAL INDEX KEY: 0000101320 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 221903313 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35075 FILM NUMBER: 97676352 BUSINESS ADDRESS: STREET 1: 301 CARNEGIE CENTER STREET 2: P O BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 BUSINESS PHONE: 6099873200 MAIL ADDRESS: STREET 1: PO BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 FORMER COMPANY: FORMER CONFORMED NAME: UJB FINANCIAL CORP /NJ/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED JERSEY BANKS DATE OF NAME CHANGE: 19890815 S-8 1 As filed with the Securities and Exchange Commission on September 5, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUMMIT BANCORP. (Exact name of registrant as specified in its charter) New Jersey 22-1903313 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066 (Address of Principal Executive Offices) (Zip Code) CONVERTED COLLECTIVE BANCORP, INC. STOCK OPTION PLAN OF SUMMIT BANCORP. (Full title of the plan) Richard F. Ober, Jr., Esq. Executive Vice President, General Counsel and Secretary 301 Carnegie Center, P.O. Box 2066 Princeton, N.J. 08543-2066 (Name and address of agent for service) (609) 987-3430 (Telephone number, including area code, of agent for service)
Calculation of Registration Fee Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of be Registered Registered Unit Price Registration Fee Common Stock, 54,117 $ 3.5615 $192,737.70 $1.20 par value 17,900 $ 3.7011 $66,249.69 (and associated stock 10,740 $ 3.7710 $40,500.54 purchase rights)(1) 1,790 $ 3.9804 $7,124.92 3,580 $ 5.3771 $19,250.02 37,696 $14.8045 $558,070.43 29,084 $17.4581 $507,751.38 2,685 $19.5531 $52,500.07 48,847 $20.3911 $996,044.06 24,767 $20.6704 $511,943.80 1,110 $21.9274 $24,399.41 1,790 $22.3464 $40,000.06 1,790 $22.7654 $40,750.07 895 $22.9050 $20,499.98 2,008 $23.4637 $47,115.11 4,830 $27.7933 $134,241.64 24,271 $31.4246 $762,706.47 ------------ ------------- 267,900 $ 4,021,824.34 $1,218.74 (1) Prior to the occurrence of certain events, the stock purchase rights will not be evidenced separately from the common stock.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Omitted as permitted by the Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Omitted as permitted by the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Summit Bancorp. ("Summit" or the "Company"), the Registrant, hereby incorporates by reference in this Registration Statement the following documents filed with the Securities and Exchange Commission (the "SEC"): (a) Summit's Annual Report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended December 31, 1996; (b) Summit's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1997 and June 30, 1997. (c) Summit's Current Reports on Form 8-K dated February 27, 1997, March 7, 1997, April 30, 1997, July 28, 1997, August 1, 1997, and August 20, 1997; and (d) The description of the Common Stock of Summit contained in Summit's Registration Statement on Form 10 dated August 31, 1970 as supplemented by the Registration Statement on Form 8-A filed August 28, 1989, filed pursuant to Section 12(b) of the Exchange Act, including all amendments thereto and reports filed under the Exchange Act for the purpose of updating such description (File No. 1-6451). All documents filed by Summit with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which 2 indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall likewise be deemed to be incorporated herein by reference and to be a part hereof from and as of the respective dates of filing of such documents. Item 4. Description of Securities. This item is not applicable inasmuch as the class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. The legality of the shares offered hereby is being passed upon for the Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice President, General Counsel and Secretary of Summit. As of September 2, 1997 Mr. Ober beneficially owned 26,705 shares of Common Stock and options to purchase 79,279 shares of Common Stock at a weighted average exercise price of $23.01. The consolidated financial statements of Summit and subsidiaries as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996, included in Summit's Annual Report on Form 10-K for the year ended December 31, 1996, incorporated by reference herein, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Collective Bancorp, Inc. and subsidiary as of June 30, 1996 and for the year then ended included in Summit's Report on Form 8-K dated July 28, 1997 incorporated by reference herein and included in Collective Bancorp's Annual Report on Form 10-K for the year ended June 30, 1996, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Collective Bancorp, Inc. and subsidiary as of June 30, 1995 and for each of the two years in the period then ended included in Summit's Report on Form 8-K dated July 28, 1997, incorporated by reference herein, have been audited by Deloitte & Touche LLP, independent certified public accountants, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon such report given upon the authority of said firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. With respect to the indemnification of directors and officers, Section 5 of Article IX of the By-Laws of the Company provides: 3 Section 5. Indemnification and Insurance. (a) Each person who was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that he or she is or was a corporate agent of the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a corporate agent or in any other capacity while serving as a corporate agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the laws of the State of New Jersey as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses and liabilities in connection therewith and such indemnification shall continue as to a person who has ceased to be a corporate agent and shall inure to the benefit of such corporate agent's heirs, executors, administrators and other legal representatives; provided, however, that except as provided in Section 5(c) of this By-Law, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this By-Law shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that the advancement of counsel fees to a claimant other than a claimant who is or was a director or Executive Vice President or higher ranking officer of the Corporation shall be made only when the Board of Directors or the General Counsel of the Corporation determines that arrangements for counsel are satisfactory to the Corporation; and provided, further, that if the laws of the State of New Jersey so require, the payment of such expenses incurred by a corporate agent in such corporate agent's capacity as a corporate agent (and not in any other capacity in which service was or is rendered by such person while a corporate agent, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such corporate agent to repay all amounts so advanced if it shall ultimately be determined that such corporate agent is not entitled to be indemnified under this By-Law or otherwise. (b) To obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 5(b), a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (1) if requested by a claimant who is or was a director of Executive Vice President or high ranking officers of this Corporation, by independent counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant; or (2) if the claimant is not a person described in Section 5(b)(1) or is such a person and if no request is made by such a claimant for a determination by independent counsel, (A) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of disinterested directors is not obtainable or, even if obtainable, such quorum of 4 disinterested directors so directs, by independent counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by independent counsel at the request of the claimant, the independent counsel shall be selected by the Board of Directors and paid by the Corporation. If it is determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 20 days after such determination. (c) If a claim under Section 5(a) of this By-Law is not paid in full by the Corporation within thirty days after a written claim pursuant to Section 5(b) of this By-Law has been received by the Corporation, the claimant may at anytime thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim, including attorney's fees. It shall be a defense to any such act (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the laws of the State of New Jersey for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the laws of the State of New Jersey, not an actual determination by the Corporation (including its Board of Directors or independent counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (d) If a determination shall have been made pursuant to Section 5(b) of this By-Law that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 5(c) of this By-Law. (e) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-Law shall not be exclusive of any other rights which any person may have or hereafter acquire under any statute, provisions of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise. No repeal or modification of this By-Law shall in any way diminish or adversely affect the rights of any corporate agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification. (f) The Corporation may maintain insurance, at its expense, to protect itself and any corporate agent of the corporation or other enterprise against any expense or liability, whether or not the Corporation would have the power to indemnify such person against such expense or liability under the laws of the State of New Jersey. 5 (g) If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any section of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law (including, without limitation, each such portion of any section of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (h) For purposes of this By-Law: (1) "disinterested director" means a director of the Corporation who is not and was not a party to or otherwise involved in the matter in respect of which indemnification is sought by the claimant. (2) "independent counsel" means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant's rights under this By-Law. (3) "corporate agent" means any person who is or was a director, officer, employee or agent of the Corporation or of any constituent corporation absorbed by the Corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any subsidiary of the Corporation or of any other enterprise, serving as such at the request of this Corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent; (4) "other enterprise" means any domestic or foreign corporation, other than the Corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent; (5) "expenses" means reasonable costs, disbursements and counsel fees; (6) "liabilities" means amounts paid or incurred in satisfaction of settlements, judgements, fines and penalties; (7) "proceeding" means any pending, threatened or completed civil, criminal, administrative, legislative, investigative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and 6 (8) References to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the indemnifying corporation" include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acts in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation." (i) Any notice, request or other communication required or permitted to be given to the Corporation under this By-Law shall be in writing and either delivered in person or sent by facsimile, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary. (j) This By-Law shall be implemented and construed to provide any corporate agent described above who is found to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation the maximum indemnification, advancement of expenses, and reimbursement for liabilities and expenses allowed by law. Such provision is consistent with Section 14A:3-5 of the Business Corporation Act of the State of New Jersey, the state of Summit's incorporation, which permits the indemnification of officers and directors, under certain circumstances and subject to specified limitations, against liability which any officer or director may incur in such capacity. Article 7 of Summit's Restated Certificate of Incorporation provides that: Except to the extent prohibited by law, no Director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders provided that a Director or officer shall not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such persons duty of loyalty to the Corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt of an improper personal benefit. Neither the amendment or repeal of this Article 7, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 7, shall eliminate or reduce the effect of this Article 7 in respect of any matter which occurred, or any cause of action, suit or claim which but for this Article 7 would have accrued or arisen, prior to such amendment, repeal or adoption. Summit carries officers' and directors' liability insurance policies which provide coverage against judgments, settlements and legal costs incurred because of actual or asserted acts of such officers and directors of Summit arising out of their duties as such, subject to certain exceptions, 7 including, but not limited to, damages based upon illegal personal profits or adjudicated dishonesty of the person seeking indemnification. The policies provide coverage of $40,000,000 in the aggregate. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. This Registration Statement includes the following exhibits: 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality. 10 Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp. 23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5). (b) Consent of KPMG Peat Marwick LLP (Summit). (c) Consent of KPMG Peat Marwick LLP (Collective). (d) Consent of Deloitte & Touche LLP. 24 Power of Attorney (contained on the signature pages to this Registration Statement). Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; 8 (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above shall not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each 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 hereby which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, 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 that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, 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 Securities 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 or 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 Securities Act and will be governed by the final adjudication of such issue. 9 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 the Township of West Windsor and the State of New Jersey on this 4th day of September, 1997. SUMMIT BANCORP. By: /s/ T. Joseph Semrod -------------------------------------- T. Joseph Semrod Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J. Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 4th day of September, 1997 by the following persons in the capacities indicated. Signatures Titles /s/ T. Joseph Semrod Chairman of the Board ---------------------------- of Directors (Chief Executive Officer) T. Joseph Semrod /s/ Robert G. Cox President and Director ---------------------------- Robert G. Cox 10 Signatures Titles /s/ John R. Haggerty Senior Executive Vice ---------------------------- President-Finance John R. Haggerty (Principal Financial Officer) /s/ William J. Healy Executive Vice President ---------------------------- and Comptroller William J. Healy (Principal Accounting Officer) /s/ S. Rodgers Benjamin Director ---------------------------- S. Rodgers Benjamin /s/ Robert L. Boyle Director ---------------------------- Robert L. Boyle /s/ James C. Brady, Jr. Director ---------------------------- James C. Brady, Jr. /s/ John G. Collins Director ---------------------------- John G. Collins Director ---------------------------- T.J. Dermot Dunphy /s/ Anne Evans Estabrook Director ---------------------------- Anne Evans Estabrook /s/ Elinor J. Ferdon Director ---------------------------- Elinor J. Ferdon /s/ Thomas H. Hamilton Director ---------------------------- Thomas H. Hamilton /s/ Fred G. Harvey Director ---------------------------- Fred G. Harvey /s/ John R. Howell Director ---------------------------- John R. Howell /s/ Francis J. Mertz Director ---------------------------- Francis J. Mertz 11 Signatures Titles /s/ George L. Miles, Jr. Director ---------------------------- George L. Miles, Jr. /s/ Henry S. Patterson II Director ---------------------------- Henry S. Patterson II /s/ Raymond Silverstein Director ---------------------------- Raymond Silverstein Director ---------------------------- Orin R. Smith /s/ Joseph M. Tabak Director ---------------------------- Joseph M. Tabak /s/ Douglas G. Watson Director ---------------------------- Douglas G. Watson 12 EXHIBIT INDEX Exhibit No. Description 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality. 10 Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp. 23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5). (b) Consent of KPMG Peat Marwick LLP (Summit). (c) Consent of KPMG Peat Marwick LLP (Collective). (d) Consent of Deloitte & Touche LLP. 24 Power of Attorney (contained on the signature pages to this Registration Statement). 13 EX-5 2 [SUMMIT BANCORP LETTERHEAD] Exhibit 5 September 2, 1997 Summit Bancorp. 301 Carnegie Center P.O. Box 2066 Princeton, New Jersey 08543 Re: Registration Statement on Form S-8 of Summit Bancorp. Relating to 267,900 Shares of Summit Bancorp. Common Stock Issuable in Connection with the Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp. Gentlemen: This opinion is given in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Summit Bancorp. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to an aggregate of 267,900 shares of the Company's Common Stock, par value $1.20 per share (the "Shares"), to be issued to holders of stock options under the Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp. (the "Plan") upon the exercise thereof. Such options were originally granted to directors and employees of Collective Bancorp, Inc. ("Collective") under stock option plans of Collective and were converted into options with respect to the Company's Common Stock in connection with the merger of Collective with and into the Company, pursuant to an Agreement and Plan of Merger dated February 27, 1997 as amended by Amendment No. 1 dated May 27, 1997. I have acted as counsel for the Company in connection with the filing of the Registration Statement. In so acting, I have made such investigation, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and instruments as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In connection therewith I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. As to questions of fact material to such opinion, I have relied upon representations of officers or representatives of the Company. Based upon the foregoing, I am of the opinion that the Shares registered pursuant to the Registration Statement and to be issued upon the exercise of stock options under the Plan will, when issued in accordance with the Plan, be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. I further consent to any and all references to me in the Prospectus which is part of said Registration Statement, should there be any. Very truly yours, /s/ Richard F. Ober, Jr. 14 EX-10 3 CONVERTED COLLECTIVE BANCORP, INC. STOCK OPTION PLAN OF SUMMIT BANCORP. I. PURPOSE. At the effective time of the merger of Collective Bancorp, Inc. ("Collective") into Summit Bancorp. (the "Merger") options granted under the former Collective Bancorp, Inc. Incentive Stock Option Plan (the "Collective Bancorp Plan"), or the former Collective Federal Savings and Loan Association Stock Option Plan (the "Collective Federal Plan") (together, the "Collective Plans") relating to the purchase of the Common Stock, par value $.01 per share, of Collective were converted into options (individually, an "Option", collectively, the "Options") relating to the purchase of the Common Stock, par value $1.20 per share, of Summit Bancorp ("Summit"). The Converted Collective Bancorp, Inc. Stock Option Plan of Summit Bancorp (the "Plan") exists solely to administer the exercise of Options and consists principally of the administrative terms of the Collective Plans. No grants may be made under the Plan. II. DEFINITIONS. (a) Code. "Code" means the Internal Revenue Code of 1986, as amended. (b) Collective Bancorp Options. "Collective Bancorp Options" are defined to be options granted under the Collective Bancorp Plan which were outstanding on the effective date of the Merger and currently represent Options. (c) Collective Federal Options. "Collective Federal Options" are defined to be options granted under the Collective Federal Plan which were outstanding on the effective date of the Merger and currently represent Options. (d) Committee. "Committee" is defined to mean the Compensation Committee of the Board of Directors of Summit. (e) Common Stock. "Common Stock" is defined to be the common stock, par value $1.20 per share, of Summit. (f) Disability. "disability" means the permanent and total inability by reason of mental or physical infirmity, or both, of an Optionee to perform the work customarily assigned to him. Additionally, a medical doctor selected or approved by the Committee must advise the Committee that it is either not possible to determine when such disability will terminate or that it appears probable that such disability will be permanent during the remainder of said Optionee's lifetime. (g) Discharged for Cause. "Discharged for Cause" means the termination upon an intentional failure to perform stated duties or breach of a fiduciary duty involving personal dishonesty, which results in a substantial loss to Summit or one of its affiliates or the willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order which results in substantial loss to Summit. (h) Fair Market Value. (1) "Fair Market Value" with respect to a share or shares of Common Stock shall be determined as follows: (A) Fair Market Value shall be determined in accordance with the Code or regulations promulgated thereunder where the Code or regulations under the Code require fair market value of Common Stock to be determined in accordance with its or their provisions; (B) If subsection (h)(1)(A) above does not apply, Fair Market Value shall be determined as follows: If Common Stock is listed on one or more national securities exchanges in the United States or admitted to trading on one or more national securities exchanges in the United States pursuant to unlisted trading privileges granted by such exchanges (and approved by the U.S. Securities and Exchange Commission) on the date as of which fair market value must be or is to be established (a "valuation date"), Fair Market Value shall be deemed to be closing sale price at which Common Stock is sold on such national securities exchanges, considered on a composite basis, on the valuation date. If Common Stock is not traded on any of such exchanges on a relevant valuation date, or none of such national securities exchanges are open for business on the relevant valuation date, the valuation date shall become the closest preceding date on which any of such exchanges shall have been open for business and Common Stock shall have been traded. (2) Notwithstanding any of the foregoing, the Committee shall at all times retain the power to establish fair market value in the event that, in its discretion, it determines that extraordinary circumstances or conditions have affected trading in Common Stock on one or more of such exchanges such that, in it's judgment, the Fair Market Value determined in accordance with subsections (h)(1)(B) above does not reflect the true fair market value of Common Stock on the relevant valuation date. For all purposes under this Plan, the determination by the Committee of the fair market value shall be conclusive. (i) Grant Letter. "Grant Letter" is defined as the letter from Summit to the Optionee dated August 1, 1997 confirming the conversion referred to in Section I. (j) Optionee. An "Optionee" is defined to be an individual holding an Option. - 2 - III. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make whatever determinations and interpretations in connection with the Plan it deems as necessary or advisable. All determinations and interpretations made by the Committee shall be binding and conclusive on all Optionees and on their legal representatives and beneficiaries. IV. NO RIGHTS OF A SHAREHOLDER; NONTRANSFERABILITY. (a) An Optionee shall have no rights as a shareholder with respect to any Common Stock covered by an Option until the date of issuance of a stock certificate for such Common Stock. Nothing in this Plan or in any Option confers on any person any right to continue in the employ of or perform any services for Summit or any affiliate of Summit or interferes in any way with the right of Summit or any affiliate of Summit to terminate the employment of any employee at any time. (b) The Options may not be transferred or assigned by an Optionee otherwise than by will or the laws of descent and distribution or be exercised other than by Optionee or his or her guardian or legal representative or, in the case of his or her death, by his or her personal representative, heir or legatee. V. COMMON STOCK SUBJECT TO THE PLAN; ADJUSTMENT PROVISIONS. Common Stock delivered upon exercise of an Option may be either authorized and unissued shares of Common Stock or authorized and issued shares of Common Stock held by Summit as treasury stock. If, as a result of any stock dividend, stock split, recapitalization, reorganization, reclassification, merger, consolidation, split-up, combination of shares, exchange of shares or other similar transaction, the outstanding Common Stock is increased or decreased, changed into or exchanged for a different number or kind or shares of other securities of the Company, the Committee shall proportionally adjust the number and kind of shares of Common Stock subject to Options and the price thereof as it deems appropriate to prevent dilution or enlargement of the rights of Optionees. VI. COLLECTIVE BANCORP OPTIONS (a) Manner of Exercise. - Collective Bancorp Options may be exercised from time to time, in whole or in part, by delivering a written notice of exercise specifying the number of shares being purchased and, except as otherwise provided below with respect to "Elections", full payment of the purchase price to the Office of the Corporate Secretary of Summit at 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066. Notices of exercise shall be deemed given when delivered in person or when mailed by registered mail with return receipt request and are irrevocable. Upon exercise of a Collective Bancorp Option, the purchase price will be payable in full in cash, or by the assignment and delivery to Summit of Shares of Common Stock owned by the Optionee, or, in some - 3 - combination thereof. Any shares so assigned and delivered to Summit in payment or partial payment of the purchase price will be valued at their Fair Market Value on the date of exercise. As an alternative to exercise of a Collective Bancorp Option by payment of the exercise price, an Optionee may elect to exercise the option by means of an "Election" which will entitle the Optionee to receive from Summit an amount of cash exactly equal (before applicable taxes are withheld) to the difference between the exercise price of the Optionee's Collective Bancorp Option and the Fair Market Value of a share of Summit Common Stock on the date of exercise, multiplied by the number of Shares with respect to which the Election is being made. Summit will provide for this Election by issuing Summit Common Stock in the Optionee's name and arranging for its immediate sale. In order for Summit to process an Election an Optionee must complete and return with his or her notice of exercise a brokerage account application and stock power. (b) Number of Options. - In the case of an option intended to qualify as an Incentive Stock Option, the aggregate fair market value (determined at the time the option is granted) of the Common Stock with respect to which Incentive Stock Options granted are exercisable for the first time by an Optionee during any calendar year (under all plans of the Optionee's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. The provisions of this section shall be construed and applied in accordance with Section 422A(b)(7) of the Code and the regulations, if any, promulgated thereunder. (c) Expiration. (1) Non-Qualified Stock Options. A Collective Bancorp Option granted as a non-qualified stock option shall expire at the time set forth in the Grant Letter for the particular non-qualified stock option (subject to earlier termination as hereinafter provided). (2) Incentive Stock Options. A Collective Bancorp Option granted as a stock option intended to qualify as an incentive stock option under the Code shall expire at the time set forth in the Grant Letter for the particular incentive stock option, but in no event shall an incentive stock option be exercisable in whole or in part more than 10 years from the original date of grant under the Collective Bancorp Plan. To the extent an incentive stock option may be exercised only in installments, the Common Stock comprising each installment may be purchased in whole or in part at any time after such installment becomes purchasable, provided that the amount able to be first exercised in a given year is consistent with Section 422A of the code. (d) Effect of Termination of Employment. (1) Non-Qualified Stock Options. Upon the termination of an Optionee's service for any reason other than disability, death, retirement or cause his non-qualified stock options shall be exercisable only as to those shares which were - 4 - immediately purchasable by him at the date of termination and only for a period of three months following termination. If a participant is Discharged for Cause, all rights under his non-qualified stock options shall expire upon termination. In the event of the death, disability or retirement of any Optionee, all non-qualified stock options held by the Optionee, whether or not exercisable at such time, shall be exercisable by the Optionee or his legal representatives or beneficiaries for one year following the time of his death or cessation of employment. In no event shall the period extend beyond the expiration of the non-qualified stock option term. (2) Incentive Stock Options. Upon the termination of an Optionee's service for any reason other than disability, death, retirement or cause his incentive stock options shall be exercisable only as to those shares which were immediately purchasable by him at the date of termination and only for a period of three months following termination. If an Optionee is Discharged for Cause, all rights under his incentive stock options shall expire upon termination. In the event of death or disability of any Optionee, all incentive stock options held by such Optionee, whether or not exercisable at such time, shall be exercisable by his legal representatives or beneficiaries for one year following the date of his death or cessation of employment. Upon termination of an Optionee's service due to retirement, all incentive stock options held by such Optionee shall be exercisable for a period of three months following the date of his termination. In no event shall the period extend beyond the expiration of the incentive stock option term. (d) Withholding. - There will be deducted from each distribution of cash or Common Stock under the Plan the amount of the tax required by any governmental authority to be withheld. VII. COLLECTIVE FEDERAL OPTIONS (a) Manner of Exercise. -Collective Federal Options may be exercised from time to time in whole or in part (but for not less than 100 shares) by delivering a written notice of exercise specifying the number of shares being purchased and full payment of the purchase price to the Office of the Corporate Secretary of Summit at 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066. Exercises will be effective when such notice of exercise and full payment is received by the Corporate Secretary of Summit. Upon the exercise of a Collective Federal Option, the purchase price will be payable in full in cash or, in the discretion of the Committee, by the assignment and delivery to Summit of shares of Common Stock owned by the Optionee or a combination thereof. Any shares so assigned and delivered to Summit in payment of the purchase price will be valued at their Fair Market Value on the effective date of the exercise. - 5 - (b) Expiration. - A Collective Federal Option shall expire at the time set forth in the Grant Letter for the particular Collective Federal Option (subject to earlier termination as hereinafter provided), which date shall not be later than the tenth anniversary of the original date of grant under the Collective Federal Plan. (c) Effective of Termination of Employment. (i) In the event of the death of an Optionee while in the employ of Summit or its subsidiaries the Collective Federal Options, whether or not exercisable at the time of the death of the Optionee, may be exercised, as provided herein, by the estate of the Optionee or by a person who acquired the right to exercise such Collective Federal Option by bequest or inheritance from such Optionee, within one year after the date of such death but not later than the date on which the Collective Federal Option would otherwise expire. (ii) If the employment of an Optionee is terminated by reason of disability as defined in Section 105(d)(4) of the Code, the Collective Federal Options held by such Optionee may be exercised, whether or not exercisable at the time of such termination of employment, within one year after such termination but not later than the date on which such Collective Federal Options would otherwise expire. (iii) If the employment of an Optionee is terminated for any reason other than such death or disability, Collective Federal Options held by such Optionee shall, to the extent not theretofore exercised, be canceled upon such termination and shall not thereafter be exercisable; provided, however, that an Optionee whose employment is terminated by retirement in accordance with Summit's normal retirement policies, as determined by the Committee, shall be permitted to exercise such Collective Federal Options, whether or not exercisable at the time of such termination, for a period of three months after the date of such termination but not later than the date on which the Collective Federal Options would otherwise expire. (d) Withholding. - Summit shall have the right to deduct or otherwise effect a withholding of any amount required by federal or state laws to be withheld with respect to the exercise of any Collective Federal Option or the sale of Common Stock acquired upon the exercise of an incentive stock option in order for Summit to obtain a tax deduction available to Summit as a consequence of such exercise or sale, as the case may be. VII. AMENDMENT OF THE PLAN. The Board of Directors of Summit may at any time, and from time to time, modify or amend the Plan in any respect; provided however, that if necessary to continue to qualify the Plan under SEC Rule 16b-3, shareholder approval shall also be required for any modification or amendment which extends the period during which options may be granted or exercised beyond the times originally prescribed. No such modification or amendment may affect the rights of an Optionee under an outstanding Option. - 6 - EX-23 4 Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT The Board of Directors Summit Bancorp. We consent to the use of our report dated January 20, 1997, except as to the third paragraph of Note 2, which is as of February 28, 1997, relating to the consolidated balance sheets of Summit Bancorp and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, shareholders equity and cash flows for each of the years in the three-year period ended December 31, 1996, incorporated herein by reference, and to the reference to our Firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ KPMG Peat Marwick LLP -------------------------------- KPMG Peat Marwick LLP Short Hills, New Jersey September 4, 1997 15 EX-23 5 Exhibit 23(c) AUDITORS' CONSENT The Board of Directors Summit Bancorp: We consent to the use of our report dated July 31, 1996, relating to the consolidated financial statements of Collective Bancorp, Inc., and subsidiary as of June 30, 1996 and for the year then ended incorporated by reference in this Registration Statement on Form S-8 of Summit Bancorp, which report appears in the Form 8-K of Summit Bancorp dated July 28, 1997 and in the June 30, 1996 Annual Report on Form 10-K of Collective Bancorp, Inc. and to the reference to our Firm under the heading "Interests of Named Experts and Counsel" in the Registration Statement. /s/ KPMG Peat Marwick LLP -------------------------------- KPMG Peat Marwick LLP Short Hills, New Jersey September 4, 1997 16 EX-23 6 Exhibit 23(d) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Summit Bancorp on Form S-8 to be dated on or about September 5, 1997 of our report dated August 25, 1995 on the consolidated financial statements of Collective Bancorp, Inc., appearing in the Report on Form 8-K of Summit Bancorp. dated July 28, 1997 and to the reference to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Parsippany, New Jersey September 4, 1997 17 -----END PRIVACY-ENHANCED MESSAGE-----