x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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New
Jersey
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22-3282551
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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64 Old
Highway 22,
Clinton, NJ
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08809
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Common Stock, no par value |
NASDAQ
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(Title
of Each Class)
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(Name
of Exchange on Which
Registered)
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Page
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Part
I
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Item1.
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Business
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a) General
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2
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b) Statistical
information
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7
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Item
1A.
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Risk
Factors
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7
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Item
1B.
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Unresolved
Staff Comments
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11
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Item
2.
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Properties
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11
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Item
3.
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Legal
Proceedings
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12
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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12
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Part
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters
and
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12
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Issuer
Purchases of Equity Securities
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||
Item
6.
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Selected
Financial Data
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13
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and
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13
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Results
of Operations
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Item
7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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13
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Item
8.
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Financial
Statements and Supplementary Data
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13
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and
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14
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Financial
Disclosure
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Item
9A(T).
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Controls
and Procedures
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14
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Item
9B.
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Other
Information - None
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14
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Part
III
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||
Item
10.
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Directors,
Executive Officers and Corporate Governance;
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Compliance
with Section 16(a) of the Exchange Act
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14
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Item
11.
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Executive
Compensation
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14
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management
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And
Related Stockholder Matters
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14
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Item
13.
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Certain
Relationships and Related Transactions and Director
Independence
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15
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Item
14.
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Principal
Accountant Fees and Services
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15
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Part
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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15
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Signatures
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18
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Name,
Age and Position
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Officer
Since
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Principal
Occupation During Past
Five Years
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John
Kauchak, 55,
Chief
Deposit Officer and Executive Vice President of the Company and
Bank
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2002
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Previously,
Mr. Kauchak was the head of Deposit Operations for Unity Bank from 1996 to
2002.
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Michael
F. Downes, 46,
Chief
Lending Officer and Executive Vice President of the Company and
Bank
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2001
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Previously,
Mr. Downes was a Commercial Lending Officer for Unity Bank from 1996 to
2001.
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Alan
J. Bedner, 38,
Chief
Financial Officer and Executive Vice President of the Company and
Bank
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2003
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Previously,
Mr. Bedner was Controller for Unity Bank from 2001 to
2003.
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·
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Audit
Committees;
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·
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certification
of financial statements by the Chief Executive Officer and the Chief
Financial Officer;
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·
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the
forfeiture of bonuses or other incentive-based compensation and profits
from the sale of an issuer’s securities by directors and senior officers
in the twelve-month period following initial publication of any financial
statements that later require
restatement;
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·
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a
prohibition on insider trading during pension plan black-out
periods;
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·
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disclosure
of off-balance sheet transactions;
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·
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a
prohibition on personal loans to officers and directors, unless subject to
Federal Reserve Regulation O;
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·
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expedited
filing requirements for Form 4 statements of changes of beneficial
ownership of securities required to be filed by officers, directors and
10% shareholders;
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·
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disclosure
of whether or not a company has adopted a code of
ethics;
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·
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“real
time” filing of periodic reports;
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·
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auditor
independence; and
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·
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various
increased criminal penalties for violations of securities
laws.
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Annual
Report
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|||||||||||||||
Description of Financial
Data
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Pages
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||||||||||||||
I. |
Distribution
of Assets, Liabilities, and Stockholders' Equity; Interest
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||||||||||||||
Rates
and Interest Differential
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|||||||||||||||
A.
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Analysis
of Net Interest Earnings
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9 | |||||||||||||
B.
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Average
Balance Sheets
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12 | |||||||||||||
C.
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Rate/Volume
Analysis
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14 | |||||||||||||
II.
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Investment
Portfolio
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||||||||||||||
A.
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Book
value of investment securities
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38 | |||||||||||||
B.
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Investment
securities by range of maturity with corresponding average
yields
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38 | |||||||||||||
C.
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Securities
of issuers exceeding ten percent of stockholders' equity
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N/A | |||||||||||||
III.
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Loan
Portfolio
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||||||||||||||
A.
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Types
of loans
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17 | |||||||||||||
B.
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Maturities
and sensitivities of loans to changes in interest rates
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18 | |||||||||||||
C.
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Risk
elements
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||||||||||||||
1 | ) |
Nonaccrual,
past due and restructured loans
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19 | ||||||||||||
2 | ) |
Potential
problem loans
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19 | ||||||||||||
3 | ) |
Foreign
outstandings
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N/A | ||||||||||||
4 | ) |
Loan
concentrations
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18 | ||||||||||||
D.
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Other
interest-bearing assets
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N/A | |||||||||||||
IV.
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Summary
of Loan Loss Experience
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||||||||||||||
A.
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Analysis
of the allowance for loan losses
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20 | |||||||||||||
B.
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Allocation
of the allowance for loan losses
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21 | |||||||||||||
V. |
Deposits
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||||||||||||||
A.
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Average
amount and average rate paid on major categories of
deposits
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12 | |||||||||||||
B.
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Other
categories of deposits
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N/A | |||||||||||||
C.
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Deposits
by foreign depositors in domestic offices
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N/A | |||||||||||||
D.
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Time
deposits of $100,000 or more by remaining maturity
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42 | |||||||||||||
E.
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Time
deposits of $100,000 or more by foreign offices
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N/A | |||||||||||||
VI.
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Return
on Equity and Assets
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57 | |||||||||||||
VII.
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Short-term
Borrowings
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||||||||||||||
A.
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Amounts
outstanding
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42 | |||||||||||||
B.
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Maximum
amount of borrowings in each category outstanding at any
month-end
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42 | |||||||||||||
C.
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Average
amount outstanding
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42 |
·
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telecommunications;
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·
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data
processing;
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·
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automation;
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·
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Internet-based
banking;
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·
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Tele-banking;
and
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·
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debit
cards and so-called "smart cards."
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Location
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Leased
or Owned
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Date
Leased or Acquired
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Lease
Expiration
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2008
Annual Rental Fee
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Clinton,
NJ
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Leased
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1996
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2009
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535,102 |
Colonia,
NJ
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Leased
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1998
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2009
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37,394 |
Flemington,
NJ
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Owned
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2005
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----- | ----- |
Linden,
NJ
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Owned
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1997
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----- | ----- |
Highland
Park, NJ
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Leased
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1999
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2009
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90,609 |
North
Plainfield, NJ
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Owned
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1991
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----- | ----- |
Scotch
Plains, NJ
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Owned
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2004
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----- | ----- |
Springfield,
NJ
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Leased
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1995
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2011
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33,607 |
South
Plainfield, NJ
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Leased
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1999
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2009
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109,223 |
Union,
NJ
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Owned
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2002
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----- | ----- |
Edison,
NJ
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Leased
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1999
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2009
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126,716 |
Whitehouse,
NJ
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Owned
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1998
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----- | ----- |
Phillipsburg,
NJ
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Leased
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2005
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2010
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80,588 |
Middlesex,
NJ
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Owned
|
2007
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----- | ----- |
Forks
Township, PA
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Leased
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2006
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2010
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55,918 |
William
Penn (Easton), PA
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Leased
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2007
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2010
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68,303 |
Great
Neck, NY
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Leased
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2006
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2009
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9,073 |
High
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Low
|
||||||
Year
Ended December 31, 2008:
4th
Quarter
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$ | 4.85 | $ | 2.81 | |||
3rd
Quarter
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6.95 | 4.00 | |||||
2nd
Quarter
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8.00 | 6.48 | |||||
1st
Quarter
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9.25 | 7.50 | |||||
Year
Ended December 31, 2007:
4th
Quarter
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$ | 10.78 | $ | 6.95 | |||
3rd
Quarter
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11.23 | 9.28 | |||||
2nd
Quarter
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11.43 | 10.74 | |||||
1st
Quarter
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13.85 | 10.98 |
Dividend
Declared
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|||
Year Ended December 31,
2008:
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|||
4th
Quarter
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$ | .00 | |
3rd
Quarter
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$ | .00 | |
2nd
Quarter
|
$ | .05 | |
1st
Quarter
|
$ | .05 | |
Year
Ended December 31, 2007:
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|||
4th
Quarter
|
$ | .05 | |
3rd
Quarter
|
$ | .05 | |
2nd
Quarter
|
$ | .05 | |
1st
Quarter
|
$ | .04 |
EQUITY
COMPENSATION PLAN INFORMATION
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||||||||||||
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
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Weighted-average
exercise price of outstanding options, warrants and rights
(b)
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Number
of securities remaining available for issuance under equity compensation
plans (excluding securities reflected in column (a))
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||||||||||
Equity
compensation stock option plans approved by security
holders
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872,274 | $ | 5.94 | 75,984 | ||||||||
Equity
compensation plans approved by security holders
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50,424 | 9.76 | 44,508 | |||||||||
Equity
compensation plans not approved by security holders
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- | - | - | |||||||||
Total
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922,698 | $ | 6.15 | 120,492 |
Exhibit
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Number
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Description of Exhibits
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3(i)
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Certificate
of Incorporation of the Company, as amended (2)
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3(ii)
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Bylaws
of the Company (7)
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4(i)
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Form
of Stock Certificate (7)
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10(i)
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1994
Stock Option Plan for Non-Employee Directors (1)
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10(ii)
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1997
Stock Option Plan (3)
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10(iii)
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1997
Stock Bonus Plan (3)
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10(iv)
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1998
Stock Option Plan (4)
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10(v)
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1999
Stock Option Plan (5)
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10(vi)
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Employment
Agreement dated March 23, 2004 with James A. Hughes (8)
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10(vii)
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Settlement
Agreement and General Release dated December 31, 2003 with Anthony J.
Feraro (8)
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10(ix)
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Retention
Agreement dated March 23, 2004 with Michael F. Downes
(8)
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10(x)
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Retention
Agreement dated March 23, 2004 with Alan J. Bedner (8)
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10(xi)
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Retention
Agreement dated March 23, 2004 with John Kauchak (8)
|
10(xiii)
|
2002
Stock Option Plan (6)
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10(xiv)
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Second
Amendment dated September 19, 2003 to Lease Agreement between Unity Bank
and Clinton Unity Group (8)
|
10(xv)
|
Real
Estate Purchase Agreement dated October 23, 2003 between Unity Bank and
Premiere Development II, LLC (8)
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10(xvi)
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2004
Stock Bonus Plan (9)
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10(xvii)
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2006
Stock Option Plan (10)
|
13
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Portion
of Unity Bancorp. Inc. 2008 Annual Report to
Shareholders
|
21
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Subsidiaries
of the Registrant
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23.1
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Consent
of McGladrey & Pullen, LLP
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31.1
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Certification
of President and Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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31.2
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Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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32.1
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Certification
of President, Chief Executive Officer, and Chief Financial Officer
pursuant to Section 906
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(1)
|
Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Registration Statement on Form S-4 (File No. 33-76392) and incorporated by
reference herein.
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(2)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Current Report on Form 8-K filed on July 22, 2002 and incorporated by
reference herein.
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(3)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Proxy Statement for the Annual Meeting of Shareholders filed on April 4,
1997.
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(4)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Proxy Statement for the Annual Meeting of Shareholders filed on March 30,
1998.
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(5)
|
Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Proxy Statement for the Annual Meeting of Shareholders filed on April 2,
1999.
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(6)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Proxy Statement for the Annual Meeting of Shareholders filed on April 10,
2002.
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(7)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Annual Report on Form 10-K filed March 26,
2003.
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(8)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Annual Report on Form 10-K filed March 26,
2004.
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(9)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Proxy Statement for the Annual Meeting of Shareholders filed on April 15,
2004.
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(10)
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Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Current Report on Form 8-K filed on April 27, 2006 and incorporated by
reference herein.
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/s/
Alan
J. Bedner
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Alan
J. Bedner
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Executive
Vice President and Chief Financial
Officer
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NAME
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TITLE
|
DATE
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/s/
David D. Dallas
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Chairman
of the Board and Director
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March 19,
2009
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David
D. Dallas
|
|
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/s/
James
A. Hughes
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President,
Chief Executive Officer And
Director
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March 19,
2009
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James
A. Hughes
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|
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/s/
Alan
J. Bedner
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Chief
Financial Officer (Principal Financial
and Accounting Officer)
|
March 19,
2009
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Alan
J. Bedner
|
|
|
/s/
Raj
Patel
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Director
|
March 19,
2009
|
Raj
Patel
|
||
/s/
Dr.
Mark S. Brody
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Director
|
March 19,
2009
|
Dr.
Mark S. Brody
|
||
/s/
Robert
H. Dallas, II
|
Director
|
March 19,
2009
|
Robert
H. Dallas, II
|
||
/s/
Peter
E. Maricondo
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Director
|
March 19,
2009
|
Peter
E. Maricondo
|
||
/s/
Wayne
Courtright
|
Director
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March 19,
2009
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Wayne
Courtright
|
||
/s/
Charles
S. Loring
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Director
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March 19,
2009
|
Charles
S. Loring
|
||
/s/
Allen
Tucker
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Director
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March 19,
2009
|
Allen
Tucker
|