As filed with the Securities and Exchange Commission
on _________________, 1999
May 30, 2008
Registration No. 333-
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333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITY BANCORP, INC.
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(Exact name
(Exact Name of Registrant as Specified in Itsits Charter)
DELAWARE
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(State
New Jersey
(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)
Organization)
22-3282551
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(I.R.S.
(I.R.S. Employer Identification Number)
64 OLD HIGHWAYOld Highway 22, CLINTON, NEW JERSEYClinton, New Jersey 08809
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(Address, including zip code,
(908) 730-7630
(Address, Including Zip Code, and telephone number, including
area code,Telephone Number, Including Area Code, of agentRegistrant's Principal Executive Offices)
Alan J. Bedner, Chief Financial Officer
Unity Bancorp, Inc.
64 Old Highway 22
Clinton, New Jersey 08809
(908) 730-7630
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Agent for service)
JOHN TREMBLAY, PRESIDENT
UNITY BANCORP, INC.
64 OLD HIGHWAY 22
CLINTON, NEW JERSEY 07416
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(Name, address, including zip code and telephone number,
including area codes, of agent for service)
WITH A COPY TO
ROBERTService)
with a copy to:
Robert A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKINSchwartz, Esq.
Windels Marx Lane & SPICER
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
Mittendorf, LLC
120 Albany Street Plaza
New Brunswick, New Jersey 08901
(723) 448-2548
Proposed sale will commence as soon as practicable after this registration
statement becomes effective.
(Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
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public)
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
[X]
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
[ ]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_][ ]
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box. [_]
The registrant hereby amends[ ]
If this Form is a post-effective amendment to a registration statement on such datefiled pursuant to General Instruction I.D. filed to register additional securities or dates as may be necessaryadditional classes of securities pursuant to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) ofRule 413(b) under the Securities Act, of 1933 or untilcheck the following box. [ ]
Indicated by check mark whether the registration statement shall become
effective on such date asis a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See the Commission, acting pursuant to said Section 8(a),
may determine.
2
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be registered | Amount to be registered | Proposed maximum offering price per unit | Proposed maximum aggregate offering price | Amount of registration fee (1) |
Common Stock, no par value | 200,000 shares | $7.26 | $1,452,000.00 | $57.06 |
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(1) Estimated solely for the purpose of determining the registration fee, in accordance with Rule 457 under the Securities Act of 1933, based upon the average of the reported high and low sales prices of the Common Stock report on the Nasdaq on May 28, 2008.
UNITY BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
Common Stock
(no par value)
This Prospectus relates to shares of common stock, no par value (the "Common Stock") of Unity Bancorp, Inc. (the "Company") available for purchase under the Unity Bancorp, Inc. Dividend Reinvestment Plan with Option Cash Investment (the "Plan"). The Plan provides each holder of Common Stock with a method of purchasing additional shares of Common Stock without payment of any brokerage commissions or other administrative fees of any kind.
The Plan consists of a dividend reinvestment component and a cash purchase component. The dividend reinvestment component permits a participant in the Plan to use such participant's cash dividends to purchase additional shares of the Common Stock. The cash purchase component allows a participant to make optional cash payments to purchase additional shares of Common Stock.
Shares of Common Stock available under the Plan may be obtained, at the option of the Company, on the open market or from the legally authorized but unissued shares of Common Stock held by the Company. The purchase price for shares obtained under the Plan will be based upon the market price of the Common Stock reported onStock.
Each participant in the NASDAQ National Market as of
____________, 1999.
3
PROSPECTUS
UNITY BANCORP INC.
UP TO 102,459 SHARES OF
COMMON STOCK
(No Par Value)
We are a New Jersey based bank holding company. Our bank, Unity Bank, is
headquartered in Clinton, New Jersey. ThePlan should recognize that neither the Company nor Registrar and Transfer Company, the transfer agent administering the Plan for the Company, can provide any assurance that shares of common stockCommon Stock purchased under the Plan will, at any time, be worth more or less than their purchase price.
The Plan does not represent a change in the dividend policy of the Company, which will continue to depend upon earnings, financial requirements and other factors, and which will be determined by the Company's Board of Directors from time to time. Stockholders who do not wish to participate in the Plan will continue to receive cash dividends as declared. It is suggested that may be
sold pursuant to this Prospectus are ownedbe retained for future reference.
The date of this Prospectus is May 30, 2008.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by certain selling shareholders, and
are not being sold by us.
Our common stock is listed onreference the NASDAQ National Market under the
symbol "UNTY." The last reported sale price of the common stock was $10 1/8
on May 13, 1999. Unity Bancorp, Inc. will not receive any proceeds from
the sale of the common stock. It is anticipated that the selling
shareholders will offer the common stock for resale at prevailing prices on
the NASDAQ National Market from time-to-time. The expenses incurred in
registering the common stockfollowing documents heretofore filed with the Securities and Exchange Commission will be borne by us. All selling(the “Commission”): (i) the audited financial statements of Unity Bancorp, Inc. as of and other expenses incurred byfor the selling
shareholders will be borne byyears ended December 31, 2006 and 2007 included in the selling shareholders.
BEFORE PURCHASING THE COMMON STOCK, YOU SHOULD READ THE RISK FACTORS BEGINNING
ON PAGE 1.
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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE COMMON
STOCK OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
The date of this Prospectus is _____________, 1999.
TABLE OF CONTENTS
INFORMATION INCORPORATED BY REFERENCE .................................... 1
RISK FACTORS.............................................................. 1
UNITY BANCORP, INC........................................................ 3
SELECTED FINANCIAL DATA................................................... 5
RECENT DEVELOPMENTS....................................................... 5
USE OF PROCEEDS........................................................... 5
PLAN OF DISTRIBUTION...................................................... 6
WARRANT AND TRANSFER AGENT................................................ 6
LEGAL MATTERS............................................................. 6
EXPERTS .................................................................. 7
WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.......................... 9
SIGNATURE................................................................. 11
WHERE YOU CAN FIND MORE INFORMATION
We have incorporated by reference into this Prospectus the following
documents we filed with the Commission under the Securities Exchange Act of
1934:
o (i) theCompany's Annual Report on Form l0-KSB10-K and the unaudited financial statements as of and for the fiscal yearthree months ended DecemberMarch 31, 1998,
o2007 and 2008 included in the Company's Quarterly Report on Form 10-Q; and (ii) the Proxy Statement for the 1999 Annual Meeting of
Shareholders,
o (iii) the description of the common stockCompany's Common Stock which is contained in ourthe Company's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment thereto or report
filed under the Exchange Act for the purpose of updating such
description.
8-A.
In addition, anyall documents which we filesubsequently filed by the Company with the Commission underpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering are alsoshall be deemed incorporated by reference into this Prospectus. You may readProspectus and copy any
document we file atto be a part hereof from the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0300 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
To the extent that any information in this Prospectus modifiesdate of filing of such documents. Any statement contained herein or
supersedes information in a document incorporated or deemed to be incorporated by reference the incorporated
documentherein shall be deemed to be modified or superseded for purposes of this Prospectus andto the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated documentby 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 Prospectus.
You
The Company has filed with the Commission a Registration Statement on Form S-3 (together with the exhibits and any amendments thereto, the “Registration Statement”) under the Securities Act of 1933, as amended, of which this Prospectus is a part. This Prospectus does not contain all the information set forth in the Registration Statement, to which reference is hereby made, copies of which may obtainbe obtained from the Commission as specified above.
The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon such person's written or oral request, a copy of any and all of the documents which are incorporated by reference herein except for the(other than exhibits to such documents, unless such exhibits are specifically incorporated by reference herein. Your
requestinto such documents). Such requests should be sentdirected to Kevin Killian, Chief Financial Officer, Unity Bancorp, Inc., 64 Old Highway 22, Clinton, New Jersey 08809.
RISK FACTORS
Prospective investors should consider
THE COMPANY
The Company was organized in February, 1994 by the following risk factors,Board of Directors of Unity Bank (the "Bank"). The Bank is a wholly owned subsidiary of the Company. The Bank is a New Jersey state chartered commercial bank formed in 1991. The offices of the Company and the Bank are located at 64 Old Highway 22, Clinton, New Jersey 08809.
As a bank holding company, the Company is subject to regulation and supervision by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. In addition to other information contained or incorporated by reference herein, in
connection with a decisionthe Federal Reserve, the Bank is subject to purchase our common stock.
RISKS ASSOCIATED WITH THE COMPANY:
1
OUR AGGRESSIVE GROWTH STRATEGY COULD LOWER OUR SHORT TERM PROFITS
Because we are incurring expenses to fund our aggressive growth before
our investments have begun to generate significant income, our short term
profits will likely be lower than they would have been otherwise.
ABILITY TO SUSTAIN GROWTH
Our business plan calls for our continued aggressive growth. For a
variety of reasons, we may not be able to sustain that growth. In the event that
we are unable to sustain our historic growth rate, we will be required to adopt
a new business strategy which may not be as successful as our current strategy
has been. Our ability to continue to rapidly grow depends upon our ability to
locate new branch locations and successfully attract deposits to those
locations, locate sound loan and investment opportunities, and identify and
successfully negotiate with potential acquisition candidates.
SOURCES OF DIVIDENDS ON COMMON STOCK
Our ability to pay dividends on our common stock is dependent upon the
payment of dividends to usregulation by the bank. The ability of the bank to pay dividends
to us is governed by regulations imposed by the New Jersey Department of Banking and Insurance and the FDIC,Federal Deposit Insurance Corporation. The principal source of funds for dividend payments by the bank's primary regulators. These regulations
imposeCompany is dividends paid by the Bank to the Company. The amount of dividends paid by the Bank is limited by state and federal laws and regulations.
The provisions of the Company's Dividend Reinvestment Plan with Option Cash Investment (the "Plan") are presented herein in a varietyquestion and answer format. Those stockholders who do not participate in the Plan will continue to receive cash dividends, if and when declared.
THE PLAN
The Plan provides stockholders with a simple method of restrictionsobtaining additional shares of Common Stock by reinvesting their cash dividends or making optional cash payments without payment of any brokerage commission or administrative commissions or fees. The Plan will be administered by the Company's stock transfer agent, Registrar and Transfer Company.
DESCRIPTION OF THE PLAN
The following provides a description of the Plan in question and answer format.
1.WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide stockholders of the Company with an opportunity to increase their investment in the Common Stock without paying brokerage commissions or other administrative fees of any kind. Stockholders may purchase additional shares of the Common Stock under the Plan.
2.WHO ADMINISTERS THE PLAN?
The Plan is administered by Registrar and Transfer Company ("R&T"), the Company's transfer agent acting as agent for each participant. R&T will apply cash dividends on Common Stock subject to the Plan (including shares held in the participant's name and shares accumulated under the Plan), together with any optional cash payments received from such participant, to the purchase of additional whole and fractional shares of Common Stock for such participant.
Any questions and correspondence concerning the Plan should be directed to: Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016-3572.
Any written correspondence sent to R&T should refer to Unity Bancorp, Inc. or include the bottom portion of a participant's account statement with such correspondence.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All stockholders of record of the Company are eligible to participate in the Plan. Any stockholders whose shares are registered in names other than their own (i.e. the name of a brokerage firm, bank or nominee) must either become stockholders of record by having their shares transferred into their own names. Once a stockholder becomes a registered stockholder of record, he or she will be eligible to participate in the Plan and may do so by completing an authorization card.
4.HOW DOES A STOCKHOLDER ENROLL IN THE PLAN?
Stockholders may enroll in the Plan by completing an authorization card. If R&T receives the signed authorization card at least 20 days prior to the date on which a dividend will be paid ("Dividend Payment Date"), the Plan will become effective for the participant as of that Dividend Payment Date. Otherwise, the Plan will be effective for such participant as of the next Dividend Payment Date. Once a participant has enrolled in the Plan, the participant may begin making optional cash payments immediately. Optional cash payments may only be made during the 30 business day period preceding a Dividend Payment Date.
5.WHAT ARE THE INVESTMENT OPTIONS UNDER THE PLAN AND THE PURCHASE PRICE FOR SHARES UNDER EACH OPTION?
The Plan consists of a dividend reinvestment component and an optional cash purchase component.
DIVIDEND REINVESTMENT COMPONENT. Participants under the Plan may reinvest their cash dividends to purchase additional shares of Common Stock, which will be credited to their accounts. Dividends on the bank's paymentshares of dividendsCommon Stock credited to us. At
March 31, 1999participants' accounts under the bank would have been ablePlan will also be reinvested for the participants, thereby compounding their investments. All shares of Common Stock purchased pursuant to dividend up to $2.2 million to
us under these regulations.
YEAR 2000 AND IMPACT ON OUR COMPUTERS AND OUR OPERATIONS
Our operations and financial results are highly dependent upon our
ability to rapidly and accurately process data through our internal and external
computer systems and processors. Our future performance maythe Plan will be adversely
affectedpurchased either directly from the Company, in which case the shares will be issued by the abilityCompany out of computer systems we own and use to read entriesits legally authorized but unissued shares of Common Stock, or on the open market at then current market prices. The choice of whether shares will be purchased from the Company or on the open market will be determined by the Company in its discretion, based on the best interests of the Company.
The purchase price for Common Stock purchased from the Company will be the average market price of Common Stock for the Year 2000. Many computer systems currently in use are unable to distinguish
betweenfive (5) business days preceding the Year 2000 andDividend Payment Date. The market price will be the Year 1900, causing a variety of processing
difficulties. We use a third-party to process our data. Because of this, it may
be difficult for us to ensure that all data processing functions we use can read
entriesclosing price for the Year 2000. Although weCommon Stock, as reported by the Nasdaq. The purchase price for Common Stock purchased through the Plan on the open market will be R&T's actual purchase price for the Common Stock.
OPTIONAL CASH PURCHASE COMPONENT. Participants may purchase additional shares of Common Stock by sending R&T any amount between $100 and $2,500 per dividend period. These cash payments will be used to purchase additional shares of Common Stock at of current market prices. Optional cash payments must be received by R&T no more than 30 business days and no less than five (5) business days prior to a Dividend Payment Date. Payments that are not received within this period will be returned to a participant.
Payments received from a participant within the above-described time period will be held by R&T and combined with funds from that participant's cash dividend for purchase of Common Stock under the Plan. No interest will be paid on these funds. Optional cash payments should be made by check or money order made payable to R&T. At the discretion of the Company, all shares will be purchased either directly from the Company and issued out of the Company's legally authorized but unissued shares, or purchased on the open market.
The purchase price for Common Stock purchased through optional cash purchases will be the average market price of the Common Stock for the five (5) business days preceding the Dividend Payment Date, if the shares are issued directly from the Company. The average market price will be the closing price for the Common Stock, as reported by the Nasdaq. The purchase price for Common Stock purchased through optional cash purchases on the open market will be R&T's actual purchase price.
6.WHAT ARE THE LIMITS ON OPTIONAL CASH PAYMENTS?
Optional cash payments are limited to a minimum of $100 and a maximum of $2,500 per quarter. No interest will be paid on voluntary cash payments held by R&T prior to their investment. Cash payments must be received by R&T no more than 30 business days and no less than five (5) business days prior to a Dividend Payment Date. Payments that are not received within this period will be returned to the participants.
7.WHEN WILL PURCHASES OF SHARES BE MADE?
R&T will make every reasonable effort to invest all dividends and optional cash payments as promptly after receipt as possible. Participants' funds held by R&T prior to purchase during this period will not bear interest. Investment in the processCommon Stock will then be completed as soon as possible.
8.HOW WILL PURCHASES UNDER THE PLAN BE MADE?
All purchases of making sure our
computersCommon Stock under the Plan will be made, at the discretion of the Company, either directly from the Company and thoseissued out of our service bureau can correctly process entriesthe Company's legally authorized but unissued shares or on the open market.
9.HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO PARTICIPANTS?
For each participant in the Plan, the entire amount of such participant's dividend and any optional cash payment will be used to purchase the Common Stock. If the amount purchased is not equal to an exact whole number of shares, the participant's account will be credited with a fractional share (calculated to four (4) decimal places).
10.WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASES?
The shares of Common Stock purchased under the Plan will be held by R&T in a participant's account without charge. Upon receipt of a written request from a participant, the Company will issue a certificate or certificates representing the whole shares of Common Stock in such participant's account.
11.CAN A PARTICIPANT ADD SHARES TO HIS OR HER ACCOUNT BY TRANSFERRING STOCK CERTIFICATES THAT HE OR SHE POSSES?
Yes. A participant may increase the number of shares held n his account by depositing certificates representing shares of Common Stock with the Plan Administrator. Such certificates must be presented in transferable form and must be accompanied by a written request that the shares be added to the participant's account.
12.WHAT HAPPENS IF A PARTICIPANT SELLS ALL OF THE SHARES FOR WHICH THE PARTICIPANT HAS RECEIVED A CERTIFICATE?
Participation in the Plan will apply to all shares of Common Stock that are registered to a Participant at the time of enrollment, plus all shares of Common Stock that the Participant acquires while his or her authorization remains in effect. If a participant sells all the shares for which he has a certificate, but his participation in the Plan is not terminated, dividends on the shares of Common Stock held in such participant's account under the Plan will continue to be reinvested.
13.ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
There are no additional fees or expenses charged to stockholders who participate in the Plan. The Company will pay all administrative fees connected with a stockholder's participation in the Plan. The only cost to a participant is a termination fee if the participant decides to withdraw from the Plan. (See DESCRIPTION OF THE PLAN--HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN)
14.HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time and for any reason. The participant must give R&T written notice of withdrawal from the Plan at least 30 days before a Dividend Payment Date. The notice should include a termination fee of $3.00. Upon termination, the Company will provide the participant with a certificate for the Year 2000 we can give you no assurances that we will be fully successfully. The
failuretotal number of our computerswhole shares credited to fully process entriessuch participant's account under the Plan and a check for any fraction of a share of Common Stock, or a check for the Year 2000 could
adversely affect our future resultstotal shares held in the Plan valued at the then current market price of the Common Stock. R&T may also terminate a participant's account at any time in its discretion by notice in writing mailed to the participant.
15.HOW WILL A PARTICIPANT'S COMMON STOCK BE VOTED AT MEETINGS OF STOCKHOLDERS?
Each participant will have the sole right to vote any whole shares (but not fractional shares) purchased for such participant's account under the Plan on the record date for a vote. Shares for which no voting instructions are received will not be voted.
16.WHO INTERPRETS THE PLAN?
R&T, as transfer agent for the Company, will interpret the Plan. The terms, conditions, and operations impeding our ability to
calculate payments, interests due, service loans and perform other necessary
functions.
RISKS ASSOCIATED WITH THE BANKING INDUSTRY:
COMPETITION
2
The banking industry withinof the Plan are governed by the laws of the State of New Jersey is highly
competitive.Jersey.
17.WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
R&T will provide each participant with an account statement each time shares of Common Stock are purchased for the participant under the Plan. The bank's principal market area is served by branch offices of
large commercial banks and thrift institutions. Astatement will show the total number of these institutions
have substantially greater resources than we do to expend upon advertisingwhole and marketing, and their substantially greater capitalization enables them to make
much larger loans. Our success dependsfractional shares in the participant's account as of a great deal upon our judgment that large
and mid-size financial institutions do not adequately serve small businesses in
our principal market area and our ability to compete favorably for such
customers. In addition to competition from larger institutions, we also face
competition for individuals and small businesses from recently formed banks
seeking to competecertain date, as "home town" institutions. Most of these new institutions
have focused their marketing efforts onwell as the smaller endamount of the small business
market we serve.
LENDING RISKSmost recent dividend, any optional cash payments concurrently invested, the number of shares of Common Stock purchased and the price per share. The riskprice per share is the average price of nonpayment (or deferred or delayed payment) of loans is
inherent in commercial banking. Such non payment, or delayed or deferred payment
of loans toall shares purchased under the Bank, if they occur, may have a material adverse effect on our
earnings and overall financial condition. Additionally, in compliance with
applicable banking laws and regulations, the bank maintains an allowancePlan for loan losses created through charges against earnings. As of March 31, 1999, the
bank's allowance for loan losses was $1.7 million. The bank's marketing focus on
small to medium-size businesses may result in the assumption by the bank of
certain lending risks that are different from or greater than those which would
apply to loans made to larger companies. We seek to minimize our credit risk
exposure through credit controls which include evaluation of potential
borrowers, available collateral, liquidity and cash flow. However, there can be
no assurance that such procedures will actually reduce loan losses.
SUPERVISION AND REGULATION
The federal and state laws and regulations applicable to our operations
give regulatory authorities extensive discretionall participants in connection with their
supervisorya given dividend, including shares purchased with any optional cash payments.
Dividends on the accumulated shares and enforcement responsibilities, and generally have been
promulgatedany fees paid on a participant's behalf by the Company will be included in an information tax return filed with the Internal Revenue Service. A copy of this return will also be supplied to protect depositors and the deposit insurance funds and not for
the purpose of protecting stockholders. These laws and regulations can
materially affect our future business. Laws and regulations now affecting usparticipants.
18.MAY THE PLAN BE AMENDED, SUPPLEMENTED OR TERMINATED?
The Plan may be changedamended, supplemented or terminated by R&T or the Company at any time andby the interpretationdelivery of such laws and regulations by
bank regulatory authorities is also subjectwritten notice to change. We can give no assurance
that future changes in laws and regulations or changes in their interpretation
will not adversely oureach participant at least 30 days prior to the business.
UNITY BANCORP, INC.
Unity Bancorp, Inc. is a New Jersey business corporation and a holding
company for Unity Bank, which engages in a commercial banking business in
Hunterdon, Middlesex, Morris, Somerset and Union counties, New Jersey. We direct
the policies and coordinate the financial resourceseffective date of the Bank.
3
The bank is a New Jersey state-chartered bank which commenced business
in 1991. The Bank currently operates fromamendment, supplement or termination. Any amendment or supplement shall be deemed to be accepted by the participant unless prior to its main office in Clinton, New Jersey
and from fifteen branch offices located in Berkeley Heights, Colonia, Cranford,
Flemington, Linden, North Plainfield, South Plainfield, Edison, Springfield (2
offices), Scotch Plains, Kenilworth, East Brunswick, Union and Whitehouse, New
Jersey. In addition, the bank expects to open new branches in North Brunswick,
Highland Park, Bound Brook and Flemington during 1999. The depositseffective date, R&T receives written notice of termination of the bankparticipant's account under the Plan.
19.WHAT IS THE RESPONSIBILITY OF THE COMPANY AND R&T UNDER THE PLAN?
Neither the Company nor R&T shall have any responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan; nor shall they have any duties, responsibilities or liabilities except as are insuredexpressly set forth herein; nor shall they be liable for any act done in good faith or for any good faith omission to act; nor shall they have any liability in connection with an inability to purchase shares or with respect to the timing or the price of any purchase.
20.HOW IS A RIGHTS OFFERING, STOCK DIVIDEND, OR STOCK SPLIT HANDLED UNDER THE PLAN?
Any stock dividend or stock split applicable to shares of Common Stock held by a participant under the Bank Insurance FundPlan, whether held in the participant's account or in the participant's own name, will be credited to the participant's account. In the event the Company makes available to stockholders the rights to purchase additional shares or securities, participants under the Plan will receive a subscription warrant for such rights directly from R&T.
21.WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF COMMON STOCK ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For federal income tax purposes, participants in the Plan who have their cash dividends reinvested in Common Stock under the Plan will be treated the same as nonparticipants with respect to the cash dividends on their shares of Common Stock. All participants in the Plan will be treated as having received on each Dividend Payment Date the full amount of the FDIC upcash dividend for that Dividend Payment Date, regardless of whether the cash dividends are actually received or are applied to applicable limits. The
operations of the bank are subject to the supervision and regulation of the New
Jersey Department of Banking and Insurance and the FDIC.
We lend funds to individuals and businesses for personal and commercial
purposes. We emphasize the origination of loans with adjustable rates of
interest tied to our Prime Rate. The interest rates on our adjustable rate loans
are repriced from time-to-time to reflect changes, up or down, in our cost of
funds. In order to be competitive with other established banking institutions in
our trade area, we charge rates which are generally comparable to those charged
by other lenders.
In addition, we have been very active in providing loans to small
businesses through the United States Small Business Administration guaranteed
loan program. Under the SBA program, loans are available to small businesses
which meet certain criteria. Up to 90% of the principal of a loan to a qualified
business may be guaranteed by the United States Government. We sell the
guaranteed portion of our SBA loans into the secondary market and derive premium
income. Our ability to offer SBA loans on an ongoing basis is dependent upon,
among other factors, appropriation of funds by the federal government to the SBA
program. We have been designated a "preferred lender" for the states of New
Jersey, Delaware, New York and Pennsylvania by the SBA. This means that we may
originate SBA guaranteed loans without prior SBA approval, although the
guaranteed portion of this loan will be 80% for loans up to $100,000 and 75% for
loans over $100,000 and up to $1,000,000.
Our commercial loans are generally secured by business assets, personal
guarantees of the principals of closely-held businesses and often by the
personal assets of such principals. The loans are made to small and mid-sized
businesses in our trade area. Federal and state law and regulations restrict how
much any bank may lend to a single customer with the restrictions stated as a
percentage of the bank's primary capital. We believe that we can attract
commercial borrowers by providing competitive rates, superior services, local
decision-making and flexibility in loan structure. The Board of Directors
believes that small and mid-sized businesses are not always of primary
importance to larger banking institutions for commercial lending purposes,
whereas such businesses represent the main portion of our commercial loan
business.
We grant both secured and unsecured personal loans to finance the purchase of automobiles, durable goodsshares of other consumer goods. The BoardCommon Stock under the Plan.
Participants in the Plan who have their cash dividends reinvested in Common Stock will also be treated as if they actually received a cash dividend to the extent and in the amount that any administrative fees are paid by the Company on their behalf. Each participant in the Plan will have a tax basis in the shares of Directors believes that our competitive interest rates and superior service
(which includes, among other things, convenience,
4
personal attention and prompt local decision-making) are important competitive
factors in attracting personal loans from credit-worthy consumers.
We also make residential and commercial real estate loans and, on a
limited basis, construction loans.
Our principal executive offices are located at 64 Old Route 22, Clinton,
New Jersey 08809, and our telephone number is (908) 730-7630.
Common Stock purchased equal to the amount of cash dividends applied to the purchase of such shares of Common Stock plus any administrative fees.
USE OF PROCEEDS
We
The Company does not know precisely the number of shares of its Common Stock that it will not receive anyultimately sell under the Plan or the prices at which those shares will be sold. The net proceeds from the sale of Common Stock offered pursuant to the common stock byPlan will be used for general corporate purposes, including without limitation, investments in and advances to the selling shareholders.
SELLING SHAREHOLDERS
Barry Habib, Norman HunterBank and Craig Frankel areany other subsidiaries which the selling
shareholders. They acquired the sharesCompany may form or acquire.
INDEMNIFICATION
Article Nine of the common stockCompany's Certificate of Incorporation requires the Company to indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Company 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 salefull extent permitted by the New Jersey Business Corporation Act.
The Company's Certificate of Incorporation also provides that the Company may purchase and maintain insurance on behalf of any person or persons enumerated in Article Nine thereof against any liability asserted against or incurred by such person or persons arising out of their company, Certified Mortgage Associates, Inc., tostatus as corporate directors, officers, employees, or agents whether or not the Company in February, 1999. Mr. Habib owns 90,164 shareswould have the power to indemnify them against such liability under the provisions of this article.
With respect to possible indemnification of officers, directors, employees and agents of the common stock, Mr. Frankel
owns 10,246 shares ofCompany for liabilities arising under the common stock and Mr. Hunter owns 2,049 shares of the
common stock.
PLAN OF DISTRIBUTION
The common stock may be sold from time to time by the selling
shareholders in one or more transactions on the NASDAQ market or otherwise.
Alternatively, the selling shareholders may from time to time offer the common
stock through underwriters, dealers or agents. The distribution of the common
stock by the selling shareholders may be effected from time to time in one or
more transactions that may take place in the over-the-counter market including
ordinary broker's transactions, privately negotiated transactions, pledges, or
through sales to one or more broker/dealers for resale of such securities as
principals, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by these
holders in connection with such sales.
Registration of the common stock is being made pursuant to an agreement
between the selling shareholders and us pursuant to which we will pay all
expenses incident to the registration of the common stock. We will not pay,
among other expenses, commissions and discounts of underwriters, dealers or
agents or the fees and expenses of counsel for the selling shareholders. In some
cases,Securities Act, the Company has agreed to indemnifybeen informed that in the selling shareholders against
certain liabilities.
5
There can be no assurance that anyopinion of the selling shareholders will sell
any or all ofSecurities and Exchange Commission such indemnification is against public policy as expressed in the common stock offered by them hereunder.
WARRANT AGENT
Our transfer agent for the common stockSecurities Act and is, FCTC Transfer Services, LLP,
with an office at 111 Wood Avenue South, Suite 206, Iselin, New Jersey.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon for
us by Jamieson, Moore, Peskin & Spicer, Morristown, New Jersey.
therefore, unenforceable.
EXPERTS
The consolidated balance sheetssheet of the Company as of December 31, 1998 and 19972006, and the consolidated statements of income, stockholders'changes in shareholders' equity and cash flows for each of the three years in the two-year period ended December 31, 1998,2006, have been incorporated by reference into our Annual Reportherein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2006 financial statements refers to the Company’s adoption of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” on Form 10-KSBJanuary 1, 2006.
The consolidated balance sheet of the Company as of December 31, 2007, and the consolidated statements of income, changes in stockholders' equity and cash flows for the year then ended, December 31,
1998, which is incorporated by reference intoin this Registration Statement on
Form S-3,registration statement have been audited by Arthur AndersenMcGladrey & Pullen, LLP, independent public accountants, as indicated in their report with respect thereto. The financial
statementsthereto, and are incorporated by referenceincluded herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.
6
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR DOCUMENTS
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. THE AFFAIRS OF reports.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Windels Marx Lane & Mittendorf, LLP, 120 Albany Street Plaza, New Brunswick, New Jersey, 08901.
No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby in any jurisdiction in which, or to any person to whom, such offer or solicitation may not lawfully be made. Neither the delivery of this Prospectus nor any sales made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof.
UNITY BANCORP, INC. OR UNITY BANK MAY CHANGE
AFTER THE DATE OF THIS PROSPECTUS. DELIVERY OF THIS DOCUMENT AND THE SALES OF
SHARES MADE HEREUNDER DOES NOT MEAN OTHERWISE.
----------
UNTIL THE LATER OF __________, 1999 OR 25 DAYS AFTER COMMENCEMENT OF THE
OFFERING, ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITER AND
DIVIDEND REINVESTMENT PLAN
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
UNITY BANCORP, INC.
Up to 102,459 Shares of
COMMON STOCK
----------
PROSPECTUS
----------
__________________, 1999
OPTIONAL CASH INVESTMENT
PART II. II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee ........................... $ 289.00
Accounting FeesOther Expenses of Issuance and Expenses ................... 5,000.00Distribution.
| SEC Registration Fee | $ | 57.06 |
| Legal Fees and Expenses | 1,000.00 | |
| Accounting Fees and Expenses | 25,000.00 | |
| Miscellaneous | 500.00 | |
| Total | $ | 26,557.06 |
Item 15. Indemnification of Directors and Expense ......................... 5,000.00
Transfer Agent Fees ............................ 2,000.00
Miscellaneous Expenses ......................... 7,711.00
----------
Total .......................................... $20,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Officers.
Article NinthNine of the Certificate of Incorporation of the Registrant and Section 145 of the Delaware GeneralNew Jersey Business Corporation Law ("DGCL"Act (the “BCA”) providesprovide that the corporation shall indemnify itsit's present and former officers, directors, employees, and agents and persons serving at its request ("corporate agents") against expenses, including attorney's fees, judgments, fines or amounts paid in settlement, incurred in connection with any pending or threatened civil or criminal proceeding involving the corporate agent by reason of his being or having been a corporate agent if (a) the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful.
With respect to any derivative action, the Registrant is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable for negligence or misconduct.
Under Section 145 of the DGCL,BCA, the Registrant may indemnify a corporate agent in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the Board of Directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel to make the determination; or (iii) by the shareholders.
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Section 145 of the DGCL
The BCA further provides that a corporate agent is entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. In advance of the final disposition of a proceeding, the Registrant may pay an agent's expenses if the agent agrees to repay the expense unless it is ultimately determined he is entitled to indemnification.
Article NinthNine of the Certificate of Incorporation of the Registrant also provides that such indemnification shall not exclude any other rights to indemnification to which a person may otherwise be entitled, and authorizes the corporation to purchase insurance on behalf of any of the persons enumerated against any liability whether or not the corporation would have the power to indemnify him under the provisions of Article Ninth.
Nine.
With respect to possible indemnification of officers, directors, and other corporate agents for liabilities arising under the Securities Act, the Registrant has been informed 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.
ITEM
Item 16. EXHIBITS
Exhibit No. Description
----------- -----------
5 Opinion of Jamieson, Moore, Peskin & Spicer as to the legality
of the securities to be registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Jamieson, Moore, Peskin & Spicer (Included in
Exhibit 5 hereto)Exhibits.
ITEM
| Exhibit No. | Description |
| (5) | Opinion of Windels Marx Lane & Mittendorf, LLP |
| (23)(a) | Consent of Consent of McGladrey & Pullen, LLP |
| (23)(b) | Consent of KPMG LLP |
| (23)(c) | The consent of Windels Marx Lane & Mittendorf, LLP is contained in their opinion filed as Exhibit(5) to this Registration Statement. |
Item 17. UNDERTAKINGS
Undertakings.
The undersigned Registrant hereby undertakes to file during any period in which it offers or sells securities,sales are being made, a post-effective amendment to this registration statementRegistration Statement to include any additional or changed material information onwith respect to the plan of distribution.
distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes 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.
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 treat each post
effective amendment asSection 13(a) or 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 ofrelating to the securities offered therein, and the offering of thesuch securities at that time shall be deemed to be the initial bona fide offering and to file a post effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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.
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thereof.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-3 and has duly caused this AmendmentRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on this 14th30th day of May, 1999.
2008.
UNITY BANCORP, INC.
(Registrant)
By: /s/Robert J. Van Volkenburgh
------------------------------
Robert J. Van Volkenburgh
Chairman of the Board and
Chief Executive Officer
| By: | /s/ James. A. Hughes |
| James A. Hughes | |
| President and CEO | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities indicated on this 14th30th day of May, 1999.
2008.
| Name | Title | Date |
| /s/ | Chairman of the Board | May |
| David D. Dallas | ||
| /s/James A. Hughes | President, CEO and Director | May |
| James A. Hughes | ||
| /s/ | Chief Financial Officer (principal financial and accounting officer) | May |
| Alan J. Bedner |
| Name | Title | Date |
| Frank Ali | Director | May 30, 2008 |
| Frank Ali | ||
| /s/Mark S. Brody | Director | May 30, 2008 |
| Mark S. Brody | ||
| /s/ Wayne Courtright | Director | May 30, 2008 |
| Wayne Courtright | ||
| /s/Robert H. Dallas, II | Director | May 30, 2008 |
| Robert H. Dallas, II | ||
| /s/Charles S. Loring | Director | May |
| Charles S. | ||
| /s/ | Director | May |
| Peter E. Maricondo | ||
| /s/ | Director | May |
| Allen Tucker |
Exhibit Index
| Exhibit No. | Description |
| (5) | Opinion of Windels Marx Lane & Mittendorf, LLP |
| (23)(a) | Consent of Consent of McGladrey & Pullen, LLP |
| (23)(b) | Consent of KPMG LLP |
| (23)(c) | The consent of Windels Marx Lane & Mittendorf, LLP is contained in their opinion filed as Exhibit(5) to this Registration Statement. |