-----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, C2BxX3GyqAIy74ObippUmosbi7FYdJfKZlRb3GEYVijUFdaFJyhcu52zv9tp3VkD F4taWNLA0EugPr2dUZsK6w== 0000755933-06-000016.txt : 20060421 0000755933-06-000016.hdr.sgml : 20060421 20060421104153 ACCESSION NUMBER: 0000755933-06-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 EFFECTIVENESS DATE: 20060421 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133451 FILM NUMBER: 06771508 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 S-8 1 s82005osip.txt S-8 FOR 2005 OMNIBUS STOCK PLAN - ------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on April 21, 2006 Registration Statement No. [ ] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERCHANGE FINANCIAL SERVICES CORPORATION (Exact name of Registrant as Specified in Its Charter) New Jersey 22-2553159 (State of Incorporation) (I.R.S. Employer Identification No.) Park 80 West / Plaza Two Saddle Brook, New Jersey 07663 (201) 703-2265 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 2005 OMNIBUS STOCK AND INCENTIVE PLAN FOR INTERCHANGE FINANCIAL SERVICES CORPORATION (Full Title of the Plan) ------------------------ Charles T. Field Senior Vice President and Chief Financial Officer INTERCHANGE FINANCIAL SERVICES CORPORATION Park 80 West / Plaza Two Saddle Brook, New Jersey 07663 (201) 703-2265 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copy to: Peter D. Hutcheon, Esq. Norris, McLaughlin & Marcus, P.A. 721 Route 202/206 P.O. Box 1018 Somerville, NJ 08876-1018 (908)-722-0700 CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Proposed Amount Maximum Proposed Maximum Title of Securities to be Offering Price Aggregate Offering Amount of to be Registered Registered(1) Per Share (2) Price (3) Registration Fees - ------------------------------------- ----------------- ---------------- -------------------- ----------------- Common Stock, no par value per share 1,500,000 shares $22.29 $33,435,000 $3,578.00 - ------------------------------------- ----------------- ---------------- -------------------- -----------------
(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 pursuant to the employee benefit plan(s) described herein. (2) Based upon the last reported sale price on The Nasdaq Stock Market, Inc. National Market System on April 19, 2006. (3) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the product resulting from multiplying 1,500,000, the number of shares registered by this Registration Statement, by $22.29 per share, the last reported sale price on The Nasdaq Stock Market, Inc. National Market System on April 19, 2006. TABLE OF CONTENTS Item 1. Plan Information...................................................I-1 Item 2. Registrant Information and Employee Plan Annual Information........I-1 Item 3. Incorporation of Documents by Reference...........................II-1 Item 4. Description of Securities.........................................II-1 Item 5. Interests of Named Experts and Counsel............................II-1 Item 6. Indemnification of Directors and Officers.........................II-1 Item 7. Exemption from Registration Claimed...............................II-2 Item 8. Exhibits .........................................................II-2 Item 9. Undertakings......................................................II-2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Plan Annual Information Not required to be filed with the Commission. Note: The document containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such document need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Interchange Financial Services Corporation (the "Company") with the Commission are also incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2005; (b) All other reports filed after December 31, 2005 by the Company under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (c) The description of the Company's Common Stock, no par value, set forth in the Company's Registration Statement on Form 8-A (SEC File No, 000-15601), filed with the Commission on January 16, 2001, and any amendments thereto. In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder 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 date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement 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 subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any 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 Not applicable. Item 6. Indemnification of Directors and Officers Section 14A:3-5 of the New Jersey Business Corporation Act (the "NJBCA") gives the Company power to indemnify each of its directors and officers against expenses and liabilities in connection with any proceeding involving him by reason of his being or having been a director or officer if (a) he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and (b) with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. However, in a proceeding by or in the right of the Company, there shall be no indemnification in respect of any liabilities or expenses if the officer or director shall have been adjudged liable to the Company unless the court in such proceeding determines he is entitled to indemnity for such liabilities and/or expenses. Furthermore, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to such director or officer establishes that his acts or omissions (a) were in breach of his duty of loyalty to the Company and its stockholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The NJBCA defines an act or omission in breach of a person's duty of loyalty as an act or omission which that person knows or believes to be contrary to the best interests of the Company or its stockholders in connection with a matter in which he has a material conflict of interest. If a director or officer is successful in a proceeding, the statute mandates that the Company indemnify him against expenses. The By-Laws provide that the Company shall indemnify each officer and director of the Company (and each officer and director of another entity who was serving at the request of the Company) who is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, II-1 administrative, or investigative, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit or proceeding, to the fullest extent permitted by law. The By-Laws also provide that costs in defending any action, suit or proceeding referred to above may be paid by the Company in advance of the final disposition thereof under certain circumstances. Item 7. Exemption from Registration Claimed Not Applicable Item 8. Exhibits 4(a) 2005 Omnibus Stock and Incentive Plan for Interchange Financial Services Corporation, incorporated herein by reference to Appendix A attached to the Company's definitive proxy statement with respect to its 2005 Annual Meeting of Shareholders, filed with the Commission on March 30, 2005. *5 Opinion of Norris, McLaughlin & Marcus, P.A. *23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Norris, McLaughlin & Marcus, P.A. (included in Exhibit 5) 24 Power of Attorney (included on signature page) _____________________________________________________________________ *Filed herewith Item 9. Undertakings The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)1(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. II-2 Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (Rule 239.11 of this chapter) or Form S-3 (Rule 239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB. 2. That, for the 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 a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. The undersigned Registrant 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of such issue. II-3 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 Borough of Saddle River, State of New Jersey on the 21st day of April, 2006. INTERCHANGE FINANCIAL SERVICES CORPORATION By: /s/ Charles T. Field ___________________________ Charles T. Field Senior Vice President and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles T. Field his true and lawful attorney-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and 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 Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact, or his 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 by the following persons in the capacities and on the dates indicated below. - ------------------------------------- ----------------------------------- ----------------------------------- Name Position with Company Date - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Anthony S. Abbate President and Chief Executive ________________________ Anthony S. Abbate Officer April 21, 2006 (Principal Executive Officer) - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Charles T. Field Chief Financial Officer ________________________ Charles T. Field (Principal Financial Officer and April 21, 2006 Principal Accounting Officer) - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Anthony D. Andora Chairman of the Board ________________________ Anthony D. Andora and Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Gerald A. Calabrese, Jr. ________________________ Gerald A. Calabrese, Jr. Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Donald L. Correll ________________________ Donald L. Correll Director April 21, 2006 - ------------------------------------- ----------------------------------- -----------------------------------
II-4 /s/ Anthony R. Coscia ________________________ Anthony R. Coscia Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ John J. Eccleston ________________________ John J. Eccleston Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ David R. Ficca ________________________ David R. Ficca Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ James E. Healey ________________________ James E. Healey Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Nicholas R. Marcalus ________________________ Nicholas R. Marcalus Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Eleanore S. Nissley ________________________ Eleanore S. Nissley Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Jeremiah F. O'Connor ________________________ Jeremiah F. O'Connor Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ Robert P. Rittereiser ________________________ Robert P. Rittereiser Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ John A. Schepisi ________________________ John A. Schepisi Director April 21, 2006 - ------------------------------------- ----------------------------------- ----------------------------------- /s/ William Schuber ________________________ William Schuber Director April 21, 2006 - ------------------------------------- ----------------------------------- -----------------------------------
II-5 EX-5 2 legalopinion.txt LEGAL OPINION OF NORRIS MCLAUGHLIN ON S-8 NORRIS MCLAUGHLIN & MARCUS, PA ATTORNEYS AT LAW RICHARD A. NORRIS EDWARD A. HOGAN MARK A MONTANA KERRY J. ROAD MAILING ADDRESS: G. ROBERT MARCUS STUART J FREEDMAN CHRISTA HILDEBRAND 1 JEFFREY M. CASALETTO P.O. BOX 1018 WILLIAM A DREIER DAVID R. STRICKLER DAVID. T. HARMON 1 ANDREA S. GLASER SOMERVILLE, NJ 08876-1018 PETER D. HUTCHEON ROBERT C. GABRIELSKI JEANNE HAMBURG 1 STEFANIE R. MCNAMARA (908) 722-0700 JOEL N. JACOBSON PATRICK T. COLLINS JERRY S. D'ANIELLO MARK D. MARIN (908) 722-0755 FACSMILE RICHARD J. SCHACHTER* GARY N. MARKS JERALYN L. LAWRENCE JOSEPH M. MURPHY, JR. J. ANTHONY MANGER MICHAEL F. CHAZKEL SCOTT M. BAACH DEANNA L. KOESTEL HAND DELIVERY: WALTER G. REINHARD LAWRENCE N. LAVIGNE ANNMARIE SIMEONE JENNIFER C. HOWELL 721 ROUTE 202-206 VICTOR S. ELGORT DOUGLAS R. BROWN LINDA A. TANCS KEITH D. MCDONALD BRIDGEWATER, NJ 08807 KENNETH D. MESKIN MARTHA N. DONOVAN DAVID S. BLATTEIS MELISSA A. PENA __________________ KEVIN T. O'BRIEN CHARLES W. MILLER, III __________________ GLENN L. STEIN 875 THIRD AVENUE M. KAREN THOMPSON* ROBERT MAHONEY JEREMY I. SILBERMAN JANINE N. MATTON 18TH FLOOR IRA S. NOVAK NICHOLAS F. PELLITTA CHARLES A. BRUDER WILLIAM J. BENEDUCE NEW YORK, NY 10022 EDWARD G. SPONZILLI* JOHN N. VANARTHOS HAEKYOUNG SUH KEYA DENNER WILLIAM R. ROBINSON MICHAEL K. LIGORANO FERNANDO M. PINGUELO JENNIFER J. MARINELLI WWW.NMMLAW.COM CARL G. WEISENFELD FRANK T. ARAPS THEODORE J. KORTH JIGNESH J. SHAH INFO@NMMLAW.COM E-MAIL THEODORE MARGOLIS DANIEL R. GUADALUPE RACHEL A. WINGERTER __________________ JAMES J. SHRAGER MARION K. LITTMAN CHRISTINE M. SELLITTI OF COUNSEL JOSEPH J. FLEISCHMAN TIMOTHY P. MCKEOWN ALYSSA A. VERDERAMI SERLE I. MOSOFF 3 MERITAS LAW FIRMS WORLDWIDE STEPHEN M. OFFEN STEVEN A. KARG PADRAIG P. FLANAGAN MICHELE S. MARCUS JOHN J. EAGAN DAVID C. ROBERTS MARGARET S. O'BRIEN CERTIFIED BY THE SUPREME JAMES H. LASKEY ALISON L. GALER ROBERT L. SCHMIDT COURT OF NEW JERSEY AS A MICHAEL J. STANTON ANDREW N. PARFOMAK CHRISTOPHER STEVENSON CIVIL TRIAL ATTORNEY KURT G. BRISCO 2 RIKKI L. FIELD JOHN A. JAKUB 1 NY BAR ONLY WILLIAM C. GERSTENZANG 1 DAVY E. ZONERAICH PATRICK T. MOTTOLA 2 MD BAR ONLY BRUCE S. LONDA 1 MARGARET R. FLOOD ELIZABETH L. ABDELMASIEH 3 PA BAR ONLY
April 21, 2006 Interchange Financial Services Corporation Park 80 West - Plaza Two Saddle Brook, New Jersey 07663 Gentlemen: We refer to the proposed registration for issue and sale by Interchange Financial Services Corporation (the "Company") from time to time of 1,500,000 shares of the Company's Common Stock, no par value (the "Shares") to participants in the Interchange Financial Services Corporation 2005 Omnibus Stock and Incentive Plan for Interchange Financial Services Corporation (the "Plan"). We have examined copies of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, (the "Act") which the Company proposes to file with the Securities and Exchange Commission with respect to the Plan and Shares. We have also examined such corporate records, certificates of public officials or corporate officers and agents, and other documents we have deemed necessary in order to enable us to render the opinion set forth below. Based on the foregoing examination, it is our opinion that the Shares are validly authorized and, assuming: (a) the Shares will be validly authorized on the dates of issuance thereof; (b) the above-mentioned Registration Statement on Form S-8 becomes effective under the Act and remains effective at the time of issuance of the Shares; (c) the Shares will be issued pursuant to the exercise of stock options or under the terms of awards duly granted under the Plan, and the consideration payable for such Shares, if any, under the terms of the Plan and the options or awards made thereunder, will be paid by the recipient, (d) due execution and delivery by the Company of stock certificates NORRIS MCLAUGHLIN & MARCUS, PA Interchange Financial Services Corporation April 21, 2006 Page 2 evidencing the Shares; and (e) no change occurs in the applicable laws or pertinent facts, the Shares so issuable will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above-mentioned registration statement. In giving this consent we do not hereby admit that we are within the category of persons whose consent is required under Section 7(b) of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, NORRIS, MCLAUGHLIN & MARCUS, P.A. By: /s/ Douglas R. Brown -------------------------- Douglas R. Brown, Esq. EX-23 3 consentofdeloitte.txt CONSENT OF DELOITTE & TOUCHE, AUDITORS CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 13, 2006, relating to the financial statements of Interchange Financial Services Corporation, and management's report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Interchange Financial Services Corporation for the year ended December 31, 2005. /s/Deloitte & Touche LLP - ------------------------- New York, New York April 21, 2006 -----END PRIVACY-ENHANCED MESSAGE-----