As filed with the Securities and Exchange Commission on June 29, 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STEWARDSHIP FINANCIAL CORPORATION
---------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation or Organization)
22-3351447
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(I.R.S. Employer Identification No.)
630 GODWIN AVENUE, MIDLAND PARK, NEW JERSEY 07432
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(Address of Principal Executive Offices) (Zip Code)
STEWARDSHIP FINANCIAL CORPORATION
2006 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full Title of the Plan)
PAUL VAN OSTENBRIDGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
630 GODWIN AVENUE
MIDLAND PARK, NJ 07432
(201) 444-7100
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(Name, address, telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of
be Registered Registered Share (2) Price (2) Registration Fee
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Common Stock no par 60,000 (1) $13.75 $825,000 $88
value
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(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, and
based upon the average high and low prices of the Registrant's Common Stock on
June 23, 2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005; and
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006; and
(c) the "Description of Registrant's Securities to be Registered"
contained in the Registrant's Registration Statement on Form
8-B, as filed with the Securities and Exchange Commission on
December 10, 1996.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded 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.
Article VII of the Registrant's Certificate of Incorporation requires
the Registrant 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 Registrant as an officer, director, employee or agent of
another corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act.
The Registrant's Certificate of Incorporation also provides that the
Registrant may purchase and maintain insurance on behalf of any person or
persons enumerated in Article VII 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 Registrant 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 Registrant 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit Number Description of Exhibit
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4(a) Provisions of the Certificate of
Incorporation of the Registrant, that define
the rights of the security holders of the
Registrant (incorporated by reference to
Exhibit 3(i) to Registration Statement No.
000-21855 on Form 8-B).
4(b) 2006 Stock Option Plan for Non-Employee
Directors (incorporated by reference to
Exhibit A to Registrant's Definitive Proxy
Statement (Schedule 14A) for the 2006 Annual
Meeting of Shareholders).
5(a) Opinion of McCarter & English, as to the
legality of the
securities to be issued.
23(a) Consent of McCarter & English (included in
the opinion filed as Exhibit 5(a))
23(b) Consent of independent registered public
accounting firm
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
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Section 15 (d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Midland Park, New Jersey, on June 29, 2006.
By: /s/ Paul Van Ostenbridge
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Paul Van Ostenbridge,
President and Chief Executive Officer
(Principal 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 dates indicated.
Name Title Date
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/s/ PAUL VAN OSTENBRIDGE President, Chief Executive Officer and June 29, 2006
------------------------ Director
Paul Van Ostenbridge
/s/ JULIE E. HOLLAND Principal Financial Officer and June 29, 2006
-------------------- Principal Accounting Officer
Julie E. Holland
/s/ HAROLD DYER Director June 29, 2006
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Harold Dyer
/s/ WILLIAM C. HANSE Director June 29, 2006
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William C. Hanse
/s/ ARIE LEEGWATER Director and Chairman of the Board June 29, 2006
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Arie Leegwater
/s/ JOHN L. STEEN Director June 29, 2006
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John L. Steen
/s/ WILLIAM J. VANDER EEMS Director June 29, 2006
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William J. Vander Eems
/s/ HOWARD YEATON Director June 29, 2006
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Howard Yeaton