As filed with the Securities and Exchange Commission
on May 30, 2008
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 24, 1998
Registration No. 333-65675
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
---------------------
FORM S-3
PRE-EFFECTIVE
AMENDMENT
NO. 4
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 its Charter)
DELAWARE
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(State
New Jersey
(State or otherOther Jurisdiction of incorporationIncorporation or 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
(908) 730-7630
(Address, Including Zip Code, and telephone number, including
area code,Telephone Number, Including Area Code, of angentRegistrant'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 code, 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
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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.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. [ ]
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 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 untilRule 413(b) under the registrant shall
fileSecurities Act, check the following box. [ ]
Indicated by check mark whether the registration is a further amendment which specifically states that thislarge accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See the 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 |
___________
(1) Estimated solely for the purpose of determining the registration statement shall thereafter become effectivefee, in accordance with Section 8(a) ofRule 457 under the Securities Act of 1933, or untilbased upon the registration statement shall become
effectiveaverage of the reported high and low sales prices of the Common Stock report on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
PROSPECTUS
- ----------Nasdaq on May 28, 2008.
UNITY BANCORP, INC.
UP TO __ SHARES OF COMMON STOCK
We are a New Jersey based bank holding company. Our bank, First Community
Bank, is headquartered in Clinton, New Jersey. These
DIVIDEND REINVESTMENT PLAN
WITH OPTIONAL CASH INVESTMENT
Common Stock
(no par value)
This Prospectus relates to shares of common stock, are
owned byno 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 are being sold by First Colonial Securities Group, Inc.a cash purchase component. The common stock is listeddividend 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 NASDAQ National Marketopen market or from the legally authorized but unissued shares of Common Stock held by the Company. The purchase price for shares obtained under the symbol
"UNTY"Plan will be based upon the market price of the Common Stock.
Each participant in the Plan should recognize that neither the Company nor Registrar and Transfer Company, the Warrants are listed ontransfer agent administering the AmericanPlan for the Company, can provide any assurance that shares of Common Stock Exchangepurchased under the symbol "UBI.WS".
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BEFORE PURCHASING THE COMMON STOCK, YOU SHOULD READ THE RISK FACTORS BEGINNING
ON PAGE 3.
NeitherPlan will, at any time, be worth more or less than their purchase price.
The Plan does not represent a change in the SEC nor any state securities commission has approveddividend policy of the common
stock orCompany, 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 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.
FIRST COLONIAL SECURITIES GROUP, INC.
Prospectus be retained for future reference.
The date of this Prospectus is __________, 1998.
TABLEMay 30, 2008.
INCORPORATION OF CONTENTS
PAGE
Information Incorporated by
Reference ........................ 3
Risk Factors ........................ 3
CERTAIN DOCUMENTS BY REFERENCE
The Company ......................... 5
Selected Financial Data ............. 5
Recent Developments ................. 7
Use of Proceeds ..................... 7
Plan of Distribution ................ 7
Warrant and Transfer Agent .......... 8
Legal Matters ....................... 8
Experts ............................. 8
Where You Can Find Additional
Information ....................... 9
INFORMATION INCORPORATED BY REFERENCE
We have incorporatedhereby incorporates by reference into this Prospectus the following documents weheretofore filed with the Securities and Exchange Commission under the Securities Exchange Act of
1934:
o(the “Commission”): (i) the audited financial statements of Unity Bancorp, Inc. as of and for the years ended December 31, 2006 and 2007 included in the Company's Annual Report on Form l0-KSB10-K and the unaudited financial statements as of and for the fiscal year ended
December 31, 1997
o (ii) the Proxy Statement for the 1998 Annual Meeting of
Shareholders,
o (iii) the Quarterly Reports on Form 10-QSB for the quartersthree months ended March 31, June 30,2007 and September 30, 1998
o (iv) Current Reports2008 included in the Company's Quarterly Report on Form 8-K filed on July 28, September
1510-Q; and September 24, 1998 and
o (v)(ii) 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.
ToProspectus and to be a part hereof from 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
document willherein 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 document willby 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:
POSSIBLE EARNINGS DILUTION DUE TO THE ISSUANCE OF COMMON STOCK UPON THE EXERCISE
OF WARRANTS
We issued 558,789 shares of Common Stock upon the exercise of our
outstanding common stock purchase warrants. We had 3,097,332 shares of common
stock outstanding at September 30, 1998. Depending upon our ability to invest
the additional capital received upon the issuance of these shares, these
additional shares could cause dilution to our future per share earnings.
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, the bank's primary regulators. These regulations
impose a varietyFederal Deposit Insurance Corporation. The principal source of restrictions on the bank's payment of dividends to us.
3
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 may be adversely
affectedfunds for dividend payments by the ability of computer systems we own and use to read entries for
the Year 2000. Many computer systems currently in use are unable to distinguish
between the Year 2000 and 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
entries for the Year 2000. Although we are in the process of making sure our
computers and those of our service bureau can correctly process entries for the
Year 2000, we can give you no assurances that we will be fully successful. The
failure of our computers to fully process entries for the year 2000 could
adversely affect our future results of operations, impeding our ability to
calculate payments, interest due, service loans and perform other necessary
functions.
RISKS ASSOCIATED WITH THE BANKING INDUSTRY:
COMPETITION
The banking industry within the state of New JerseyCompany is highly competitive.
The bank's principal market area is served by branch offices of large commercial
banks and thrift institutions. A number of these institutions have substantially
greater resources than we do to expend upon advertising and marketing, and their
substantially greater capitalization enables them to make much larger loans. Our
success depends a great deal upon our judgment that large and mid-size financial
institutions do not adequately serve small businesses in 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 compete as "hometown"
institutions. Most of these new institutions have focused their marketing
efforts on the smaller end of the small business market we serve.
LENDING RISKS
The risk of nonpayment (or deferred or delayed payment) of loans is
inherent in commercial banking. Such non payment, or delayed or deferred payment
of loans to 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 allowance for
loan losses created through charges against earnings. As of September 30, 1998,
the bank's allowance for loan losses was $1.6 million. The bank's marketing
focus on small to medium-size businesses may result in the assumptiondividends paid by the Bank to the Company. The amount of certain lending risksdividends 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 question 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 obtaining 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 shares of Common Stock credited to participants' accounts under the Plan will also be reinvested for the participants, thereby compounding their investments. All shares of Common Stock purchased pursuant to the Plan will be purchased either directly from the Company, in which case the shares will be issued by the Company out of its 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 five (5) business days preceding the Dividend Payment Date. The market price will be the closing price for the Common 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 differentnot 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 greatermoney 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 those
which would30 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 Common Stock will then be completed as soon as possible.
8.HOW WILL PURCHASES UNDER THE PLAN BE MADE?
All purchases of Common Stock under the Plan will be made, at the discretion of the Company, either directly from the Company and issued out of the 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 loans madeall shares of Common Stock that are registered to larger companies. We seeka 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 minimize our
credit risk exposure through credit controls which include evaluation of
potential borrowers, available collateral, liquidity and cash flow. However,
there can be reinvested.
13.ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
There are no assurance that such proceduresadditional fees or expenses charged to stockholders who participate in the Plan. The Company will actually reduce loan losses.
SUPERVISION AND REGULATIONpay all administrative fees connected with a stockholder's participation in the Plan. The federal and state laws and regulations applicableonly cost to our operations
give regulatory authorities extensive discretion in connection with their
supervisory and enforcement responsibilities, and generally have been
promulgateda participant is a termination fee if the participant decides to protect depositors andwithdraw from the deposit insurance funds and not forPlan. (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 purpose of protecting stockholders. These laws and regulations can
materially affect our future business. Laws and regulations now affecting us may
be changedPlan at any time and for any reason. The participant must give R&T written notice of withdrawal from the interpretationPlan 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 total number of whole shares credited to such lawsparticipant's account under the Plan and regulationsa check for any fraction of a share of Common Stock, or a check for the total 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 bank regulatory authorities is also subjectnotice in writing mailed to change. We can givethe 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 assurance
that future changes in laws and regulations or changes in their interpretationvoting instructions are received will not adversely effect ourbe voted.
16.WHO INTERPRETS THE PLAN?
R&T, as transfer agent for the business.
4
UNITY BANCORP, INC.
Unity Bancorp, Inc. is a New Jersey business corporationCompany, will interpret the Plan. The terms, conditions, and a holding
company for First Community 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 resources of the Bank. At
September 30, 1998, we had consolidated total assets of $238.5 million and
shareholders' equity of $21.7 million.
The Bank is a New Jersey state-chartered bank which commenced business in
1991. The Bank currently operates from its main office in Clinton, New Jersey
and from six branch offices located in Flemington, North Plainfield,
Springfield, Scotch Plains, Union and Linden, New Jersey . The deposits of the
Bank are insured by the Bank Insurance Fund of the FDIC up to applicable limits.
The operations of the BankPlan are subject togoverned by the supervision and regulationlaws of the State of New Jersey DepartmentJersey.
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 BankingCommon Stock are purchased for the participant under the Plan. The statement will show the total number of whole and Insurance andfractional shares in the FDIC.
We lend funds to individuals and businesses for personal and commercial
purposes. We emphasizeparticipant's account as of a certain date, as well as the origination of loans with adjustable rates of
interest tied to our Prime Rate, with _____% of our loan portfolio consisting of
adjustable rate loans and _____% consisting of fixed rate loans. 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%amount of the principal of a loan to a qualified
business may be guaranteed bymost recent dividend, any optional cash payments concurrently invested, 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 goods and other consumer goods. The Board of Directors
believes that our competitive interest rates and superior service (which
includes, among other things, convenience, 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.
SELECTED FINANCIAL DATA
On April 24, 1998 the Board of Directors of the Company declared a three
for two stock split payable June 1, 1998 to shareholders of record as of May 15,
1998. On November 23, 1998, the Board of Directors declared a 5% stock dividend
payable January 8, 1999 to shareholders of record on December 21, 1998. To give
effect for this stock split and the stock dividend, previously reported share
and per share information included in the Company's Annual Report on Form 10-KSB
incorporated by reference in this Registration Statement are adjusted as shown
in the following table:
AS REPORTED AS ADJUSTED
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YEAR ENDED
DECEMBER 31, 1997:
Basic earnings per share............... $1.02 $0.65
Diluted earnings per share............. 1.01 0.64
Weighted average number of
shares outstanding, basic............. 1,977,604 3,114,726
Weighted average number of
shares outstanding, diluted........... 1,999,180 3,148,709
Outstanding shares at December 31...... 1,985,485 3,127,139
YEAR ENDED
DECEMBER 31, 1996:
Basic earnings per share............... 0.74 0.47
Diluted earnings per share............. 0.73 0.46
Weighted average number of
shares outstanding, basic............. 1,419,855 2,236,272
Weighted average number of
shares outstanding, diluted........... 1,429,262 2,251,088
Outstanding shares at December 3....... 1,964,113 3,093,478
YEAR ENDED
DECEMBER 31, 1995
Basic earnings per share............... 0.83 0.53
Diluted earnings per share............. 0.83 0.53
Weighted average number of
shares outstanding, basic............. 1,203,774 1,895,944
Weighted average number of
shares outstanding, diluted........... 1,203,774 1,895,944
5
In addition, to give effect to the 5% stock dividend previously reported,
share and per share information included in our Quarterly Report on Form 10-QSB
incorporated by reference in this Registration Statement are adjusted as shown
in the following table:
AS REPORTED AS ADJUSTED
----------- ------------
NINE MONTHS ENDED
SEPTEMBER 30, 1998:
Basic earnings per share............... $0.54 $0.51
Diluted earnings per share............. $0.50 $0.48
Weighted average number of
shares, basic......................... 3,016,593 3,156,008
Outstanding shares..................... 3,097,332 3,252,199
========= =========
NINE MONTHS ENDED
SEPTEMBER 30, 1997:
Basic earnings per share............... $0.42 $0.40
Diluted earnings per share............. $0.41 $0.39
Weighted average number of
shares, basic......................... 2,962,338 3,110,455
Outstanding shares...................... 1,985,275 3,216,808
========= =========
THREE MONTHS ENDED
SEPTEMBER 30, 1998
Basic earnings per share............... $0.22 $0.21
Diluted earnings per share............. $0.21 $0.20
Weighted average number of
shares, basic......................... 3,058,941 3,178,086
Outstanding shares...................... 3,097,332 3,252,199
========= =========
THREE MONTHS ENDED
SEPTEMBER 30, 1997
Basic earnings per share
Basic earnings per share............... $0.29 $0.18
Diluted earnings per share............. $0.28 $0.18
Weighted average number of
shares, basic......................... 2,966,414 3,114,735
Outstanding shares...................... 1,985,275 3,216,808
========= =========
6
RECENT DEVELOPMENTS
We recently executed long-term leases for eight (8) new branch locations in
Cranford, Kenilworth, Berkeley Heights and Springfield in Union County and New
Brunswick, North Brunswick, South Plainfield and Edison, Middlesex County, New
Jersey. All of these facilities are existing bank branches, which are being
acquired without deposits or loans. The Union County branches are in our
existing trade area, while the Middlesex County branches are an extension of our
trade area. In addition, we have executed a lease for a new branch in Woodbridge
Township, Middlesex County, New Jersey and we are in the process of building a
new branch in Whitehouse, Hunterdon County, New Jersey. We anticipate that these
10 new branches will open in stages from January through July, 1999, increasing
our branch network to 18 offices. The order of the New Jersey Commissioner of
Banking and Insurance approving these branches requires First Community Bank to
maintain a ratio of tier 1 capital to average assets of at least 6% during the
next five (5) years. At September 30, the Bank's tier 1 capital to average asset
ratio was 7.15%. We also anticipate that we will incur a significant increase
in non-interest expense as these branches commence operation.
Effective September 21, 1998, our common stock began trading on the NASDAQ
National Market under the symbol "UNTY". From January 1997 to September 18,
1998, our common stock traded on the American Stock Exchange under the symbol
"UBI". Our warrants are traded on the American Stock Exchange under the symbol
"UBI.WS", and will continue to trade on the American Stock Exchange through
their expiration on December 15, 1998.
We have signed a definitive agreement to acquire Certified Mortgage
Associates, Inc., a Marlboro, New Jersey based mortgage banker. Under the terms
of the Letter of Intent, we are to pay a purchase price of $2.8 million in
shares of our common stock. The actual number of shares of common stock to be
issuedCommon Stock purchased and the price per share. The price per share is the average price of all shares purchased under the Plan for all participants in connection with a given dividend, including shares purchased with any optional cash payments.
Dividends on the accumulated shares and any fees paid on a participant's behalf by the Company will be determinedincluded in an information tax return filed with the Internal Revenue Service. A copy of this return will also be supplied to participants.
18.MAY THE PLAN BE AMENDED, SUPPLEMENTED OR TERMINATED?
The Plan may be amended, supplemented or terminated by R&T or the Company at any time by the closedelivery of the transaction, based upon the
average of the bid and asked price of our common stock in the first 20 trading
days in thewritten notice to each participant at least 30 trading days prior to the closing. Under the termseffective date of the agreement,amendment, supplement or termination. Any amendment or supplement shall be deemed to be accepted by the principlesparticipant unless prior to its effective date, R&T receives written notice of CMA, Mr. Barry Habib, Mr. Craig Frankel and Mr.
Norman Hunter, are to enter into Employment Agreements with us. Iftermination of the transaction had closed on October 30, 1998, we wouldparticipant'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 issued 242,424 shares
of our common stock to the principals of CMA. For the six months ended September
30, 1998, CMA had total revenues of $1.9 million. Consummation of this
transaction is subject to our executing a definitive acquisition agreement and
receipt of all necessary regulatory approvals.
On November 23, we announced that our Board had declared a 5% stock
dividend, payable January 8, 1999 to shareholders of record on December 21,
1998.
USE OF PROCEEDS
The total gross proceeds fromany responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the warrants may rangePlan; nor shall they have any duties, responsibilities or liabilities except as are expressly 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 Plan, 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 zeroR&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 $_______ , depending uponthe 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 cash dividend for that Dividend Payment Date, regardless of whether the cash dividends are actually received or are applied to the purchase of shares of Common 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 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
The Company does not know precisely the number of warrants exercised. The proceedsshares of its Common Stock that it will ultimately sell under the exercise of warrantsPlan or the prices at which those shares will be paid directly to us. We will not receive anysold. The net proceeds from the sale of Common Stock offered pursuant to the common stock by First Colonial, however, wePlan will incur fixed expenses of approximately $50,000 in connection with the exercise of
the warrants, and we are obligated to pay First Colonial a total fee of the
lesser of $150,000 or 3.25% of the purchase price of shares issued upon the
exercise of warrants converted on or after October 14, 1998. We intend to use
the proceedsbe used for general corporate purposes, including without limitation, investments in and to support our continued growth
and expansion both through internal expansion through our newly acquired
branches and the possible acquisition of other financial institutions, although
we do not currently have any agreements or commitments for specific
acquisitions.
PLAN OF DISTRIBUTION
The common stock offered hereby is being sold by First Colonial Securities
Group, Inc. The common stock will be acquired by First Colonial pursuantadvances to the termsBank and any other subsidiaries which the Company may form or acquire.
INDEMNIFICATION
Article Nine of the Company'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 Warrant Conversion Agency Agreement dated ____________, 1998 between
First Colonial Securities Group, Inc. and us (the "Warrant Conversion
Agreement"). Pursuantparty, or is threatened to be made a party, to the termsfull 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 status as corporate directors, officers, employees, or agents whether or not the Company would 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 Warrant Conversion Agreement, First
Colonial will act as conversion agent to facilitate the exercise of warrants and
further to purchase warrants that become available on the open market, exercise
the warrants, and then sell the common stock purchased. First Colonial will
purchase the warrants from time-to-time at the then prevailing market prices on
the American Stock Exchange, where the warrants trade. No specific criteria have
or will be establishedCompany for selecting warrants to purchase since whether and to
the extent any warrants are purchased will depend upon the current market
conditions and the number of sellers of warrants. Because the warrants are
traded on the American Stock Exchange, any holder of a warrant may, through a
registered broker/dealer, enter a sell order and sell their warrants through the
American Stock Exchange to any interested party, which may include First
Colonial. The open market purchases by First Colonial will continue until the
warrant expiration date.
7
We will pay First Colonial a fee of the lesser of $150,000 or 3.25% of the
purchase price of shares issued upon the exercise of warrants converted on or
after October 14,1998, for its services as conversion agent and a
non-accountable expense allowance of $35,000. There are no provisions or
understandings requiring us to reimburse First Colonial in the event that the
value of the common stock falls between the time First Colonial exercises a
warrant and a subsequent resale of the common stock. All risk of market loss is
borne by First Colonial.
First Colonial will receive the net proceeds of the offering of common
stock. Although we will not receive proceeds from the sale of the common stock,
we will receive proceeds upon the exercise of the warrants by the warrant
holders, and we will use the proceeds for general corporate purposes and to
facilitate our plans for expansion.
We have agreed with First Colonial in the Warrant Conversion Agreement that
we will indemnify each other against certain liabilities including certain
liabilitiesarising under the Securities Act, and to contribute to paymentsthe Company has been informed that each
may be required to make in respect thereof.
The foregoing includes a summarythe opinion of the terms ofSecurities and Exchange Commission such indemnification is against public policy as expressed in the Warrant Conversion
AgreementSecurities Act and does not purport to be complete. Reference is, made to a copy of
the Warrant Conversion Agreement that is on file as an exhibit to the
Registration Statement to which this Prospectus is a part.
WARRANT AND TRANSFER AGENT
Our warrant and transfer agent for the warrants and our common stock 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. Certain legal
matters will be passed upon for First Colonial by Klehr, Harrison, Harvey,
Branzberg & Ellers, LLP, Philadelphia, Pennsylvania.
therefore, unenforceable.
EXPERTS
The consolidated balance sheetssheet of the Company as of December 31, 1997 and 19962006, 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, 1997,2006, 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,
1997, 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.
8
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirementsreports.
LEGAL OPINION
The validity of the Exchange Act and
must file reports andshares 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 with the SEC.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, with respector to the common stock offered in
this document. As permitted by the rules and regulations of the SEC, this
document does not contain all the information set forth in the registration
statement. Such information, as well as the information filed under the Exchange
Act, can be examined without charge at the public reference facilities of the
SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
such material can be obtained from the SEC at prescribed rates. The SEC also
maintains an Internet address ("Web site") that contains reports, proxy and
information statements andmake any representations other information regarding registrants, including
us, that file electronically with the SEC. The address for this Web site is
"http://www.sec.gov." The statementsthan those contained in this documentProspectus, 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 contents of any contract or other document filed as an exhibit to the Form S-3
are, of necessity, brief descriptions and are not necessarily complete; each
such statement is qualified by reference to such contract or document.
9
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 date hereof.
UNITY BANCORP, INC. OR FIRST COMMUNITY 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 __________, 199__ 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
UNDERWRITES AND
DIVIDEND REINVESTMENT PLAN
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
UNITY BANCORP, INC.
COMMON STOCK
----------
PROSPECTUS
----------
FIRST COLONIAL
SECURITIES GROUP, INC.
_________________, 1998
10
OPTIONAL CASH INVESTMENT
PART II. II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee ............................... $ 1,678
Accounting FeesOther Expenses of Issuance and Expenses ....................... 3,500Distribution.
| 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 ............................ 35,000
Transfer Agent Fees ................................ 5,000
Miscellaneous Expenses ............................. 4,822
-------
Total ................................................. $50,000
=======
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.
11
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
----------- -----------
1 Warrant Conversion Agency Agreement
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.
24 Powers of Attorney of directors of Unity Bancorp, Inc.
- ------------
* Filed herewith.
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.
12
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.
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.
13
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, as ofon this 2430th day of December, 1998.
May, 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 AmendmentRegistration Statement on Form S-3 has been signed below by the following persons in the capacities indicated on this 2430th day of December, 1998.
May, 2008.
| Name | Title | Date |
| /s/ | Chairman of the Board | May 30, 2008 |
| David D. Dallas | ||
| /s/ | President, CEO and Director | May 30, 2008 |
| James A. Hughes | ||
| /s/ | Chief Financial Officer (principal financial and accounting officer) | May 30, 2008 |
| Alan J. Bedner |
| Name | Title | Date |
| Frank Ali | Director | May 30, 2008 |
| Frank Ali | ||
| /s/Mark S. | 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 30, 2008 |
| Charles S. Loring | ||
| /s/ | Director | May 30, 2008 |
| Peter E. Maricondo | ||
| /s/ | Director | May 30, 2008 |
| Allen Tucker |
Exhibit No. Description
----------- -----------
1 Warrant Conversion Agency Agreement
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).
24 Powers of Attorney of directors of Unity Bancorp, Inc.
- ------------
* Filed herewith.
15
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. |