As filed with the Securities and Exchange Commission on September 9, 2005
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Parke Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 65-1241959
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Delsea Drive
Washington Township, New Jersey 08080
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(Address of principal executive offices)
Parke Bancorp, Inc. 2003 Stock Option Plan
Parke Bancorp, Inc. 2002 Employee Equity Incentive Plan
Parke Bancorp, Inc. 2002 Stock Option Plan for Vito S. Pantilione
Parke Bancorp, Inc. 1999 Non-Qualified Stock Option Plan
Parke Bancorp, Inc. 1999 Stock Option Plan for Vito S. Pantilione
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(Full Title of the Plans)
Ernest D. Huggard
Chief Financial Officer
601 Delsea Drive
Washington Township, New Jersey 08080
(856) 256-2500
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value per share 140,407 shares $10.84 $1,522,012 $179.14
Common Stock
$0.10 par value per share 43,473 shares $19.50 $ 847,723 $99.78
(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Parke Bancorp, Inc. 2003 Stock Option Plan consists of
98,174 shares, under the Parke Bancorp, Inc. 2002 Employee Equity Incentive
Plan consists of 8,184 shares, under the 2002 Stock Option Plan for Vito S.
Pantilione consists of 7,874 shares, under the 1999 Stock Option Plan for
Vito S. Pantilione consists of 39,600 shares, and consists of 30,048 shares
under the Parke Bancorp, Inc. 1999 Non-Qualified Stock Option Plan are
being registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number of
additional shares may be offered and issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. An aggregate of 183,880 shares are being registered hereby, of
which 140,407 shares are under option at a weighted average exercise price
of $10.84 per share ($1,522,012 in the aggregate). The remainder of such
shares 43,473 shares, consisting of 43,473 unawarded options under the 2003
Stock Option Plan are being registered based upon the average of the high
and low selling prices of the Common Stock of the Registrant as reported on
the NASDAQ Small Cap Market on September 7, 2005 of $19.50 per share
($847,723 in the aggregate), for a total offering of $2,369,735.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 183,880
shares of Parke Bancorp, Inc. (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common Stock") issuable to employees and officers of
the Registrant or its subsidiaries as compensation for services in accordance
with the Parke Bancorp, Inc. 2003 Stock Option Plan under which 98,174 shares
are issuable, the Parke Bancorp, Inc. 2002 Employee Equity Incentive Plan under
which 8,184 shares are issuable, the Park Bancorp, Inc. 2002 Stock Option Plan
for Vito S. Pantilione under which 7,874 shares are issuable, the Parke Bancorp,
Inc. 1999 Stock Option Plan for Vito S. Pantilione under which 39,600 share are
issuable, and the Parke Bancorp, Inc. 1999 Non-Qualified Stock Option Plan under
which 30,048 shares are issuable (together, the "Plans"). Documents containing
the information required by Part I of this Registration Statement will be sent
or given to participants in the Plan as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on June 1, 2005 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2005, as filed with the Commission;
(b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
June 30, 2005, as filed with the Commission;
(c) Form 8-K, filed on July 20, 2005; and
(d) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-K12G3, as filed with the Commission
on June 1, 2005
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
2
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Section 14A:3-5 of the New Jersey Business Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
Article XVII of the Certificate of Incorporation of the Company
requires indemnification of directors, officers, employees or agents of the
Company to the full extent permissible under New Jersey law.
The registrant believes that these provisions assist the registrant in,
among other things, attracting and retaining qualified persons to serve the
registrant and its subsidiaries. However, a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders to sue on behalf of the registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the registrant to an indemnified party.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person against such liability
under the provisions of the Certificate of Incorporation.
Additionally, the Company has in force two directors and officers
liability policies for claims directly against directors and officers and for
claims where the Company is required to indemnify directors and officers. A
policy is underwritten by Zurich North America Surety and Financial Enterprises
with a $5,000,000 aggregate limit of liability and an aggregate deductible of
$25,000. A policy is underwritten by Fidelity and Deposit Company of Maryland
with a $5,000,000 aggregate limit of liability and an aggregate deductible of
$50,000.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable
3
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
4
(d) Insofar as indemnification for liabilities arising under the 1933
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 1933 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 expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington Township in the State of New Jersey, on the 6th day of
September 2005.
PARKE BANCORP, INC.
By: /s/Vito S. Pantilione
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Vito S. Pantilione
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Parke Bancorp, Inc., do
hereby severally constitute and appoint Vito S. Pantilione as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Vito S. Pantilione may
deem necessary or advisable to enable Parke Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the registrant, including specifically, but
not limited to, power and authority to sign, for any of us in our names in the
capacities indicated below, the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Vito S. Pantilione shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
/s/Celestino R. Pennoni /s/Vito S. Pantilione
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Celestino R. Pennoni Vito S. Pantilione
Chairman President and Chief Executive Officer
(Principal Executive Officer)
Date: September 6, 2005 Date: September 6, 2005
/s/Ernest D. Huggard /s/Daniel J. Dalton
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Ernest D. Huggard Daniel J. Dalton
Senior Vice President and Chief Financial Director
Officer
(Chief Financial and Accounting Officer)
Date: September 6, 2005 Date: September 6, 2005
/s/Fred G. Choate
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Fred G. Choate
Director
Date: September 6, 2005
INDEX TO EXHIBITS
Exhibit Description
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4.1 Parke Bancorp, Inc. 2003 Stock Option Plan
4.2 Parke Bancorp, Inc. 2002 Employee Equity Incentive Plan
4.3 Parke Bancorp, Inc. 2002 Stock Option Plan for Vito S.
Pantilione
4.4 Parke Bancorp, Inc. 1999 Non-Qualified Stock Option Plan
4.5 Parke Bancorp, Inc. 1999 Stock Option Plan for Vito S.
Pantilione
4.6 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.7 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein