FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRIDGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New York 11-2934195
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK 11932
(Address of Principal Executive Offices) (Zip Code)
Bridge Bancorp, Inc. Equity Incentive Plan
(Full title of the Plan)
Incentive Compensation Committee
Bridge Bancorp, Inc.
2200 Montauk Highway
Bridgehampton, New York 11932
(Name and address of agent for service)
(516) 537-1000
Telephone number, including area code, of agent for service
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------
Title of Proposed
Securities Proposed maximum Amount of
to be Amount to be maximum offering aggregate offering registration
registered registered price per share price fee
- ------------------------------------------------------------------------------------------
Common 144,000 $68 $8,745,552 $2,579.94
Stock par
value $5.00
per share
Represents maximum number of shares available for issuance under the Plan.
Estimated solely for the purpose of calculating the registration fee.
Calculation is based upon 14,400 shares granted in 1997 at the option exercise
price per share of $20.33 and 15,000 shares granted in 1998 at the option
exercise price per share of $44.00. The price per share for the 114,600
remaining shares has been calculated in accordance with Rule 457 (h) under the
Securities Act of 1933 and is based upon the average of the bid and asked price
per share of $68.00 as of April 22, 1998.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10KSB for the fiscal year ended
December 31, 1997 (the "1997 Form 10-KSB");
(2) Proxy Statement dated April 1, 1996 for the Annual Meeting of
Stockholders held on April 30, 1996.
(3) The description of Bridge Bancorp, Inc. Common Stock set forth in the
Registrant's statement filed on Form 10, dated April 27, 1990, and the amendment
thereto filed October 15, 1990.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
According to the New York Business Corporation Law (the "BCL") Sections 719-727,
a New York corporation may indemnify an officer or director provided that the
person seeking indemnification acted in good faith for a purpose he or she
reasonably believed to be in the best interest of the corporation, and, in the
case of a criminal proceeding, in addition if he or she had no reasonable
grounds for believing that the conduct was unlawful.
The provisions of the BCL are non-exclusive and, within certain limitations, the
BCL permits a New York corporation to grant broader indemnification provisions
than those contained in the BCL. Article II of the Registrant's certificate of
incorporation provides that a director shall not be personally liable to the
Registrant or its shareholders for monetary damages because of his breach as a
director unless:
(A) such liability is based upon a judgement or other final adjudication
adverse to him which establishes:
(1) that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law;
(2) that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled; or
(3) that his acts violated Section 719 of the BCL; or
(B) such liability is for any act or omission preceding the adoption of
Article II of the certificate of incorporation.
The Certificate of Incorporation states that if the BCL is amended to authorize
the further elimination or limitation of the liability of directors, the
liability of a director of the Registrant, in addition to the limitation on
personal liability provided for therein, shall be further limited to the fullest
extent permitted by the amended BCL.
Article V of the Registrant's By-laws provides that any person who was, is, or
is threatened to be made a party to any action or proceeding by reason of the
fact that he is or was a director or officer of the Registrant or any other
entity at the request of the Registrant, shall be indemnified by the Registrant
against all judgements and fees unless prohibited by applicable law. Any
indemnification provided for in Article V of the Registrant's By-laws shall be
authorized in any manner provided by applicable law or, in the absence of such
law by the Board of Directors or, in certain instances, the shareholders, upon a
finding that there has been no judgement or other final adjudication adverse to
the director or officer which establishes that his acts were committed in bad
faith, the result of active and deliberate dishonesty or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
As permitted by the BCL, directors' and officers' liability insurance has also
been obtained by the Registrant, the effect of which is to indemnify the
directors and officers of the Registrant against certain damages and expenses
because of certain claims made against them caused by their negligent act, error
or omission.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
Exhibit
Number Description
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Registrant's amended Form 10, File No. 0-18546,
filed October 15, 1990)
4.2 By-laws of the Registrant (incorporated by reference to
Registrant's amended Form 10 File No. 0-18546, filed October 15,
1990)
5.1 Opinion of Goetz & Mady-Grove
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Goetz & Mady-Grove (included in Exhibit 5.1)
24.1 Powers of Attorney (see the signature page to this Form S-8
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 to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement.
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.
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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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) - (g) Not Applicable
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(i) - (j) Not Applicable
Board of Directors Goetz & Mady-Grove
Bridge Bancorp. Inc. Attorneys at Law
2200 Montauk Highway 100 Jericho Quadrangle
P.O. Box 3005 Suite 333
Bridgehampton, New York 11932 Jericho, New York 11753
April 24, 1998
Re: Bridge Bancorp, Inc. Registration Statement of Form S-8
Gentlemen:
We have acted as special counsel to Bridge Bancorp, Inc., a New York
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8, which is being filed by the Company with the
Securities and Exchange Commission (the " Commission") on the date hereof (the
"Registration Statement"), relating to the registration and issuance by the
Company of an aggregate of up to 144,000 shares of common stock, par value $5.00
per share (the "Common Stock"), of the Company pursuant to the Company's Equity
Incentive Plan (the "Plan").
This opinion is being delivered in accordance with the requirements of Item
601 (b) (5) of Regulation S-B under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Plan, (iii) the form of certificate to be used to represent
the shares of Common Stock, (iv) the Certificate of Incorporation and By-Laws of
the Company, as amended to date, (v) resolutions adopted by the Board of
Directors of the Company relating to, among other things, the Plan, the
Registration Statement and related matters, and (vi) such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements or representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the State of New York, and
we do not express any opinion as to the law of any other jurisdiction other than
the laws of the United States of America to the extent specifically referred to
herein.
Based upon and subject to the foregoing, and assuming the due execution and
delivery of certificates representing the shares of Common Stock in the form
examined by us, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Plan, when issued in accordance with the
terms of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Goetz & Mady-Grove
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made part of this
Registration Statement on Form S-8 of Bridge Bancorp, Inc.
/s/ Arthur Andersen LLP
New York, New York
April 24, 1998
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
authorizes any agent for service named in this Registration Statement to file
one or more amendments (including without limitation, post-effective amendments)
to this Registration Statement, which amendments may make such changes in this
Registration Statement as such agent for service deems appropriate, and the
Registrant and each such person hereby appoints any such agent for service as
attorney-in-fact to execute in the name and on behalf of the Registrant and each
such person, individually and in each capacity stated below, any such amendments
to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Suffolk, State of New York , on
Bridge Bancorp, Inc.
By /s/ Thomas J. Tobin
------------------------------
Thomas J. Tobin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Name Title
/s/ Thomas J. Tobin
- ------------------------------- President and Chief Executive Officer
Thomas J. Tobin
/s/ Raymond Wesnofske
- ------------------------------- Chairman of the Board
Raymond Wesnofske
/s/ Thomas E. Halsey
- ------------------------------- Director
Thomas E. Halsey
/s/ Marcia Z. Hefter
- ------------------------------- Director
Marcia Z. Hefter
/s/ R. Timothy Maran
- ------------------------------- Director
R. Timothy Maran
/s/ Albert E. McCoy
- ------------------------------- Director
Albert E. McCoy
/s/ Walter A. Preische, Jr.
- ------------------------------- Director
Walter A. Preische, Jr.
/s/ Lawrence H. Strickland
- ------------------------------- Vice Chairman
Lawrence H. Strickland