-----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, HylAxOQ70UMEvc1yxySOF5TDWN/KMsOM78z0pd5f5rB4+C41dHNq3D24t6JfpvNS fg6XDgePSyHQLBdRVRveHw== 0000755933-05-000037.txt : 20050803 0000755933-05-000037.hdr.sgml : 20050803 20050803142152 ACCESSION NUMBER: 0000755933-05-000037 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050118 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP /NJ/ CENTRAL INDEX KEY: 0000755933 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222553159 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10518 FILM NUMBER: 05995164 BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: ATTN INTERCHANGE STATE BANK CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2017032265 MAIL ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGER STATE BANK DATE OF NAME CHANGE: 19870416 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19861209 8-K/A 1 amendment8k.txt AMENDMENT TO 8K OF JANUARY 20, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K/A ----------- Amendment No. 1 to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (date of earliest event reported): January 18, 2005 INTERCHANGE FINANCIAL SERVICES CORPORATION (Exact name of registrant as specified in its charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-10518 22-2553159 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) Park 80 West/Plaza Two, Saddle Brook, New Jersey 07663 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) (201) 703-2265 -------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Explanatory Note As previously reported in a Current Report on Form 8-K filed on January 20, 2005 (the "Initial Filing"), on January 19, 2005, the board of directors of Interchange Financial Services Corporation (the "Company") declared, among other things, a 3-for-2 stock split (the "Stock Split"). The Stock Split also increased the number of authorized shares of common stock of the Company. This Amendment No. 1 amends the Initial Filing to include the information required by Item 5.03 of Form 8-K. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 18, 2005, the Company's board of directors approved the following amendment to the Company's Restated Articles of Incorporation, as amended to date (the "Articles of Incorporation"), to be effective as of 12:01 a.m. on February 18, 2005 to increase the number of authorized shares of the Corporation from 22,500,000 to 33,750,000. A certificate of amendment to the certificate of incorporation of the Company was filed with the Secretary of State of the State of New Jersey on May 18, 2005. A copy of the Company's restated Articles of Incorporation, as amended, is attached hereto as Exhibit 3.1. To increase the number of authorized shares of the Corporation from 22,500,000 to 33,750,000, Article V of the Corporation's Certificate of Incorporation is amended to delete the first paragraph thereof and replace it with a paragraph reading as follows: "ARTICLE V CAPITAL STOCK The Corporation is authorized to issue 33,750,000 shares of common stock, all of which are without nominal or par value, as the Board of Directors may determine. The Corporation is also authorized to issue 1,000,000 shares of preferred stock, all of which are without nominal or par value, as the Board of Directors may determine." Item 7.01. Regulation FD Disclosure. On January 19, 2005, Interchange Financial Services Corporation issued a press release declaring a 3-for-2 stock split and a quarterly cash dividend. A copy of that release is furnished as Exhibit 99.1 to this Report. The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Item 9.01. Exhibits (c) Exhibits. 3.1 Restated Articles of Incorporation, as amended 99.1 Press Release dated January 19, 2005 of the Registrant. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 29, 2005 Interchange Financial Services Corporation By: /s/ Charles T. Field -------------------------------- Name: Charles T. Field Title: SVP & Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1 Restated Articles of Incorporation, as amended 99.1 Press Release dated January 19, 2005, of the Registrant. EX-3.(I) 2 exhibit3_1.txt AMENDED AND RESTATED ARTICLES OF INCORPORATION INTERCHANGE FINANCIAL SERVICES CORPORATION __________________________________________ CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Interchange Financial Services Corporation, organized under the laws of the State of New Jersey, to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock in connection with a division of its outstanding shares of Common Stock in accordance with N.J.S.A. 14A:7-15.1(3), hereby certifies: FIRST: The name of the Corporation is Interchange Financial Services ------ Corporation. SECOND: The Board of Directors, at a meeting duly called and held on ------- January 18, 2005, authorized and approved a 3 for 2 division of all its issued and outstanding shares of Common Stock, no par value, effective February 2, 2005 and distributable to shareholders of record as of the close of business on February 17, 2005. As of the close of business on February 17, 2005 there were approximately 12,759,928 shares of Common Stock, no par value issued and outstanding which are divided into approximately 19,139,892 shares of Common Stock, no par value. THIRD: To increase the number of authorized shares of the Corporation ------ from 22,500,000 to 33,750,000, Article V of the Corporation's Certificate of Incorporation is amended to delete the first paragraph thereof and replace it with a paragraph reading as follows: "ARTICLE V CAPITAL STOCK The Corporation is authorized to issue 33,750,000 shares of common stock, all of which are without nominal or par value, as the Board of Directors may determine. The Corporation is also authorized to issue 1,000,000 shares of preferred stock, all of 1 which are without nominal or par value, as the Board of Directors may determine." Except as set forth in the foregoing amendment, all provisions of the Corporation's Certificate of Incorporation shall continue in full force and effect. FOURTH: The amendment described in Article THIRD will not adversely ------- ----- affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the share division described in Article SECOND exceeding ------ the percentage of authorized shares that was unissued before division of shares. FIFTH: The within amendment to the Certificate of Incorporation was ------ adopted by the Board of Directors of the Corporation at a meeting duly called and held on January 18, 2005 in accordance with N.J.S.A. 14A:7-15.1(2). -------- SIXTH: The foregoing amendment to the Corporation's Certificate of ------ Incorporation shall become effective on February 2, 2005 or the date on which this Certificate of Amendment is filed with the Secretary of State of the State of New Jersey. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this certificate the 12TH day of April, 2005. ---- ATTEST: INTERCHANGE FINANCIAL SERVICES CORPORATION BY: /s/ Nicholas Marcalus BY: /s/ Charles T. Field _____________________ ____________________ Nicholas Marcalus Charles T. Field Secretary Senior Vice President & CFO 2 RESTATED CERTIFICATE OF INCORPORATION _____________________________________ OF __ INTERCHANGE FINANCIAL SERVICES CORPORATION __________________________________________ The above-named Corporation hereby submits for filing this Restated Certificate of Incorporation pursuant to the provisions of N.J.S.A. 14:9-5: 1. The Corporation's initial Certificate of Incorporation was filed on October 15, 1984 and was subsequently amended on various dates. This Restated Certificate of Incorporation restates and integrates in a single Certificate the provisions of the Corporation's Certificate of Incorporation as heretofore amended but does not contain any substantive amendments. 2. This Restated Certificate of Incorporation provides as follows: ARTICLE I _________ CORPORATE NAME The name of the Corporation is Interchange Financial Services Corporation (hereinafter referred to as the "Corporation"). ARTICLE II __________ CURRENT REGISTERED OFFICE AND CURRENT REGISTERED AGENT The address of the Corporation's current registered office is c/o Andora & Romano, L.L.C., 15 Essex Road, Paramus, New Jersey 07652. The name of the Corporation's current registered agent at that address is Anthony D. Andora, Esq. ARTICLE III ___________ BOARD OF DIRECTORS Number of Directors; Classification. The number of directors of the Corporation shall be not less than 5 nor more than 15 persons. The exact number of directors within such minimum and maximum limitations shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors. Directors shall be classified with respect to the time for which they hold office into three classes as nearly equal in number as possible. At each annual meeting thereafter, the successors of the class of directors who term expires in that year shall be elected to hold office for a term of three years and thereafter until their successors are elected and qualified. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the number of directors may be filled by the Board of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other cause may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board, or by a sole remaining director. Any director elected by the Board in accordance with the preceding sentence shall hold office until the next annual meeting of shareholders and thereafter until his successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Removal. Any director, or the entire Board of Directors, may be removed at any time by the shareholders, with or without cause, but only by the affirmative vote of the holders of at least 80% of the shares of the Corporation entitled to vote for the election of directors generally. The Board of Directors may remove any director for cause or suspend a director pending a final determination that cause exists for removal, but , in either case, only by a majority vote of the entire Board. Amendment, Repeal, etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 80% of the shares of the Corporation entitled to vote therein shall be required to amend or repeal any provision in Article III of this Certificate. The current Board of Directors of the Corporation is as follows: Name of Director Address ________________ _______ Anthony S. Abbate 6 Robin Hood Court Montvale, NJ 07645 Anthony D. Andora, Esq. 211 Sagamore Lane Franklin Lakes, NJ 07417 Donald L. Correll 746 Wooded Trail Franklin Lakes, NJ 07417 Anthony Coscia 35 Cypress Avenue North Caldwell, NJ 07006 John J. Eccleston 32 Devereux Drive Manchester, NJ 08759 David Ficca 296 Feather Lane Franklin Lakes, NJ 07417 James E. Healey 5 Briarwood Court Woodcliff Lake, NJ 07677 Nicholas R. Marcalus 101 Barrister Court Wyckoff, NJ 07481 Eleanore S. Nissley 145 Phelps Road Ridgewood, NJ 07450 Jeremiah F. O'Connor 150 River Road - Apt. 4E Edgewater, NJ 07020 Robert P. Rittereiser 766 Butternut Drive Franklin Lakes, NJ 07417 Benjamin Rosenzweig 49 East 37th Street Paterson, NJ 07517 ARTICLE IV __________ CORPORATE PURPOSE The purpose for which the Corporation is organized is to engage in any activities for which corporations may be organized under the New Jersey Business Corporation Act, subject to any restrictions which may be imposed from time to time by the Laws of the United States or the State or New Jersey with regard to the activities of a bank holding company. ARTICLE V _________ CAPITAL STOCK The Corporation is authorized to issue 33,750,000 shares of common stock, all of which are without nominal or par value, as the Board of Directors may determine. The Corporation is also authorized to issue 1,000,000 shares of preferred stock, all of which are without nominal or par value, as the Board of Directors may determine. The Board of Directors may, at any time or from time to time, (a) divide any or all of the preferred shares into series: (b) determine for any series established by the Board its designation, number of shares, and relative rights, preferences, and limitations; (c) increase the number of shares of any series established by the Board, as long as the number, together with the number of shares of all series of preferred shares, does not exceed number of those shares authorized pursuant to this certificate of incorporation; (d) decrease the number of shares of any series established by the Board to a number not less than the number of shares of that series then outstanding; (e) change the designation, number of shares, relative rights, preferences, or limitations of the shares of any series established by the Board, no shares of which have been issued; and (f) cause to be executed and filed without further approval of the shareholders of this Corporation, any amendment or amendments to this certificate of incorporation as may be required to accomplish any of these amendments. In particular, but without limiting the generality of the above authority, the Board of Directors shall have authority to determine the following concerning any series of preferred stock established by the Board: 1. The dividend rate or rates on shares of the series, any restrictions, limitations, or conditions on the payment of the dividends, whether dividends shall be cumulative and, if so, the date or dates from which dividends shall cumulate, and the dates on which dividends, if declared, shall be payable. 2. Whether the shares of the series shall be redeemable and, if so, the time or times, the price or prices, the required notice or notices, and the other terms and conditions on which the shares may be redeemed. 3. The rights of the holders of shares of the series in the event of liquidation, dissolution, or winding up of the Corporation. 4. Whether the shares of the series shall be convertible into shares of any class, classes, or series, and, if convertible, the price, prices, rate, or rates of conversion, any method of adjusting these prices or rates, and any other terms and conditions on which the shares shall be convertible. 5. The extent of any voting powers of the shares of the series. ARTICLE VI __________ INDEMNIFICATION The Corporation shall indemnify its officers, directors, employees, and agents and former officers, directors, employees, and agents, and any other person 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 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 stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity, and shall inure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power to purchase and maintain insurance on behalf of any persons enumerated above against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 80% of the shares of the Corporation entitled to vote thereon shall be required to amend or repeal any provision in Article III of this Certificate. ARTICLE VII ___________ Section 1. Vote Required For Certain Business Combinations. A. Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or by this Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article VII: (i) Any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Shareholder (as hereinafter defined) or (b) any other corporation or other person (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Shareholder; or (ii) Any plan of exchange for all outstanding shares of the Corporation or any Subsidiary or for any class of either with (a) any Interested Shareholder or (b) any other corporation or other person (whether or not itself and Interested Shareholder) which is, or after such plan of exchange would be an Affiliate of an Interested Shareholder; or (iii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $2,000,000 or more; or (iv) The issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $2,000,000 or more; or (v) The adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or (vi) Any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its subsidiaries or any other transaction(whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder; shall require the affirmative vote of the holders of at least 80% of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law, by this Certificate of Incorporation, or otherwise. B. Definition of "Business Combination". The term "Business Combination" as used in this Article VII shall mean any transaction which is referred to in any one or more of clauses (i) through (vi) of paragraph A of this Section 1. Section 2. When Higher Vote is Not Required. The provisions of Section 1 of this Article VII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law and any other provision of this Certificate of Incorporation, if either the conditions in paragraph A or all of the conditions in paragraph B are met: A Approval by Continuing Directors. The Business Combinations _ __________________________________ shall have been approved by a majority of the Continuing Directors (as hereinafter defined). B Price and Procedure Requirements. All of the following _ ____________________________________ conditions shall have been met: (i) The aggregate of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest of the following: (a) (If applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date"); or (2) in the transaction in which it became an Interested Shareholder, whichever is higher; (b) The Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such latter date is referred to in this Article as the "Determination Date"), whichever is higher; and (c) (If applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to paragraph B(i)(b) above, multiplied by the ratio of (1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it within the two-year period immediately prior to the Announcement Date to (2) the Fair Market Value per share of Common Stock on the first day in such two-year period upon which the Interested Shareholder acquired any shares of Common Stock. (ii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of such class of Voting Stock. If the Interested Shareholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. (iii) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (a) except as approved by a majority of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding Preferred Stock; (b) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock except as necessary to reflect any division of the Common Stock, except as approved by a majority of the Continuing Directors, and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (c) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder. (iv) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. (v) A proxy or information statement describing the proposed Business Combination, and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). Section 3. Certain Definitions. For the purpose of this Article VII: A. A "person" shall mean individual, firm, corporation or other entity. B. "Interested Shareholder" shall mean any person (other than the Corporation, any Subsidiary or any individual who is a Director of the Corporation on the date this Certificate of Incorporation is adopted and any Affiliate or Associate of such Director) who or which: (i) is the beneficial owner, directly or indirectly, of more than 10% of the outstanding shares of Voting Stock; or (ii) is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or (iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. C. A person shall be "beneficial owner" of any Voting Stock: (i) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly" or (ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. D. For the purposes of determining whether a person is an Interested Shareholder pursuant to paragraph B of this Section 3, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph C of this Section 3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. E. "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Act of 1934, as in effect on September 1, 1984. F. "Subsidiary" means any corporation of which a majority or any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Shareholder set forth in paragraph B of this Section 3, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. G. "Continuing Director" means any member of the Board of Directors of the Corporation (the "Board") who was on the Board when this Article VII was adopted and any subsequent member of the Board who is unaffiliated with the Interested Shareholder and was a member of the Board prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director who is unaffiliated with the Interested Shareholder and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board. H. "Fair Market Value" means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stock or if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith. I. In the event of any Business Combination in which the Corporation survives, the phrase "other consideration to be received" as used in paragraphs B(i) and (ii) of Section 2 of this Article VII, shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. Section 4. Powers of the Board of Directors. The Directors of the Corporation shall have the power and duty to determine for the purposes of this Article VII, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B) the number of shares of Voting Stock beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another and (D) whether the assets which are the subject of any Business Combination has, an aggregate Fair Market Value of $2,000,000 or more. Section 5. No Effect on Fiduciary Obligations on Interested Shareholders. Nothing contained in this Article VII shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law. Section 6. Amendment, Repeal, etc. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of 80% or more of the shares of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal this Article VII of this Certificate of Incorporation. ARTICLE VIII ____________ SHAREHOLDER ACTION: SPECIAL MEETINGS Any action required or permitted to be taken by the shareholders of the Corporation shall be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders unless all the shareholders entitled to vote thereon consent thereto in writing. Special meetings of shareholders of the corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, or by the Chairman of the Board, the President, or the Executive Committee of the Board of Directors. Notwithstanding anything contained in the Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the shares of the corporation entitled to vote thereon shall be required to amend or repeal this Article VIII. ARTICLE IX LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS 1. Except to the extent prohibited by law, 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, provided that such provision 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 after approval by the shareholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director and/or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as to amended. Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation or otherwise shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification. ARTICLE X _________ This Restated Certificate of Incorporation shall become effective upon filing. INTERCHANGE FINANCIAL SERVICES CORPORATION Attest: /s/ Benjamin Rosenzweig By: /s/ Anthony S. Abbate ______________________________ ____________________________ Benjamin Rosenzweig, Secretary Anthony S. Abbate, President I HEREBY CERTIFY that the within Restated Certificate of Incorporation of Interchange Financial Services Corporation was adopted by the Board of Directors of the Corporation at a regular meeting held on the 14th day of November 2002. INTERCHANGE FINANCIAL SERVICES CORPORATION By: /s/ Benjamin Rosenzweig -------------------------------- Benjamin Rosenzweig, Secretary EX-99 3 dividendpressrelease1q05.txt PRESS RELEASE DATED JANUARY 19, 2005 FOR IMMEDIATE RELEASE INTERCHANGE FINANCIAL SERVICES CORPORATION INCREASES QUARTERLY CASH DIVIDEND AND DECLARES 3-FOR-2 STOCK SPLIT Saddle Brook, N. J., January 19, 2005 - On January 18, 2005, Interchange Financial Services Corporation ("Interchange"), the holding company for Interchange Bank, declared a 3-for-2 stock split. The stock split will be payable on February 18, 2005 to holders of record as of February 2, 2005. In addition, Interchange increased its quarterly dividend 8% to $0.135 per common share on a pre-split basis. The first quarter dividend will be payable on February 18, 2005, to holders of record as of January 31, 2005. Going forward, the dividend, adjusted for the stock split, will be $0.09 per quarter. Anthony Abbate, president and CEO of the Corporation, stated, "The stock split is important to creating additional liquidity for shareholders and potential investors in the Company. As investors recognize the value of Interchange, it is critical that the amount of float available be adequate to enable any interested investors to acquire Interchange stock. I am also pleased to announce that this is the 11th consecutive yearly increase in our quarterly dividend rate." About Interchange Headquartered in Saddle Brook, NJ, Interchange Bank is one of Bergen County's largest independent commercial banks and a wholly owned subsidiary of Interchange Financial Services Corporation (Nasdaq:IFCJ). A thought leader in the industry, the Bank was among the first to implement a broad range of innovative services, including 24-hour, 7-day-a-week online banking and bill paying services, online stock trading, and the ability to apply for a loan online with an instant credit decision. Mutual funds and annuities are offered by ICBA Financial Services, through the Bank's investment department. With $1.5 billion in assets and 29 branches, the Bank focuses its efforts on the local communities from which it derives deposits and generates loans. Through Interchange Bank's subsidiary, Interchange Capital Company, L.L.C., cost effective equipment leasing solutions are available to small- and middle market companies. For additional information, please visit the company's Web site at www.interchangebank.com. CONTACT: Keating & Co. Lauren Mackiel, 973-966-1100, lmackiel@keatingco.com SOURCE: Interchange Financial Services Corporation "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Interchange Financial's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year. ### -----END PRIVACY-ENHANCED MESSAGE-----