As filed with the Securities and Exchange Commission on July 10, 2003
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433468
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(State of Incorporation) (I.R.S. Employer Identification No.)
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COMMERCE ATRIUM
1701 Route 70 East
Cherry Hill, NJ 08034
(Address of principal executive offices)
1998 Stock Option Plan for Non-Employee Directors
(Full title of the plans)
Douglas J. Pauls
Senior Vice President and Chief Financial Officer
Commerce Bancorp, Inc.
1701 Route 70 East
Cherry Hill, NJ 08034
856.751.9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of Communications To:
Lawrence R. Wiseman, Esquire
Loretta A. Damron, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
215.569.5500
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Registered Offering Aggregate Amount of
To be Registered (1) Price per Share Offering Price Registration Fee
-------------------------- ------------------------- ------------------------- ----------------------- ---------------------
Common Stock, par value 500,000 $40.32(2) $20,157,500.00 (2) $1,630.74
$1.00 per share
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(1) This registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock dividends or
similar transactions in accordance with Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
based upon the average of high and low prices of Registrant's Common Stock as
reported on the New York Stock Exchange on July 9, 2003.
Rule 429 Legend: The prospectus which will be used in connection with the sale
of the securities covered by this registration statement issued pursuant to the
Commerce Bancorp, Inc. 1998 Stock Option Plan for Non-Employee Directors will
also be used in connection with the sale of securities covered in the
Registration Statement on Form S-8 (Registration No. 333-57497) filed with the
Securities and Exchange Commission ("SEC") on June 23, 1998.
INTRODUCTION
The purpose of this Registration Statement is to register additional
shares of Commerce Bancorp, Inc.'s (the "Registrant" or the "Company") common
stock, par value $1.00 per share ("Common Stock"), for issuance pursuant to the
1998 Stock Option Plan for Non-Employee Directors (the "Plan"), and consists
only of those items required by General Instruction E to Form S-8.
INCORPORATION OF
PREVIOUSLY FILED REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333-57497, filed with the SEC on June 23, 1998, are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which the Company has previously filed with the
Securities and Exchange Commission, are incorporated herein by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Securities and Exchange
Commission on March 31, 2003.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed with the Securities and Exchange
Commission on May 15, 2003.
(c) Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 11, 2003.
(d) Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 29, 2003.
(e) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended December 31, 2002.
(f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4 (File No. 333-16263)
filed with the Commission on November 15, 1996, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereunder have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
For purposes of this Registration Statement, any statement contained herein or
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS
Exhibit Number
5.1 Opinion of Blank Rome LLP
* 10.1 Commerce Bancorp, Inc. 1998 Stock Option Plan for
Non-Employee Directors (A)
23.1 Consent of Blank Rome LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature pages)
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(A) Incorporated by reference from the Company's Registration Statement on
Form S-8 filed June 23, 1998 (Registration No. 333-57497).
* Management contract or compensation plan or arrangement.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
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 Cherry Hill, New Jersey, on the date indicated.
COMMERCE BANCORP, INC.
Date: July 9, 2003 By: /S/VERNON W. HILL, II
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Vernon W. Hill, II
Chairman of the Board and President
Each person whose signature appears below hereby authorizes VERNON W. HILL, II
or ROBERT C. BECK and each of them, as Attorney-in-fact, to file one or more
Amendments, including Post-Effective Amendments, to this Registration Statement,
which Amendments may make such changes as VERNON W. HILL or ROBERT C. BECK deem
appropriate, and each person whose signature appears below, individually and in
each capacity stated below, hereby appoints VERNON W. HILL, II or ROBERT C. BECK
as attorney-in-fact to execute in his name and on his behalf any such Amendments
to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
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/S/VERNON W. HILL, II
------------------------ Chairman of the Board, President July 9, 2003
VERNON W. HILL, II and Director
(principal executive officer)
/S/ROBERT C. BECK Secretary and Director July 9, 2003
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ROBERT C. BECK
/S/DONALD T. DIFRANCESCO Director July 9, 2003
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DONALD T. DIFRANCESCO
/S/JACK R BERSHAD Director July 9, 2003
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JACK R BERSHAD
/S/MORTON N. KERR Director July 9, 2003
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MORTON N. KERR
/S/STEVEN M. LEWIS Director July 9, 2003
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STEVEN M. LEWIS
/S/GEORGE E. NORCROSS, III Director July 9, 2003
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GEORGE E. NORCROSS, III
/S/DANIEL J. RAGONE Director July 9, 2003
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DANIEL J. RAGONE
/S/WILLIAM A. SCHWARTZ JR. Director July 9, 2003
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WILLIAM A. SCHWARTZ JR.
Director July __, 2003
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JOSEPH T. TARQUINI JR.
Director July __, 2003
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FRANK C. VIDEON SR.
/S/DOUGLAS J. PAULS Senior Vice President and Chief July 9, 2003
------------------------ Financial Officer (principal financial
DOUGLAS J. PAULS and accounting officer)
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of Blank Rome LLP
* 10.1 Commerce Bancorp, Inc. 1998 Stock Option Plan for
Non-Employee Directors (A)
23.1 Consent of Blank Rome LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature pages)
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(A) Incorporated by reference from the Company's Registration Statement on
Form S-8 filed June 23, 1998 (Registration No. 333-57497).
* Management contract or compensation plan or arrangement.