Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 November 2019 - 11:00PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 1, 2019.
Registration
No. 333-20793
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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
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22-3351447
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(State
or other jurisdiction
of
incorporation or organization)
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(IRS
Employer
Identification
Number)
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630 Godwin
Avenue, Midland Park, New Jersey 07432
(Address of Principal
Executive Offices, Zip Code)
Stewardship
Financial Corporation
1995 Stock
Option Plan
1995 Stock
Option Plan for Non-Employee Directors,
1995 Employee
Stock Purchase Plan
Stock Bonus
Plan
(Full Title of
Plan)
Paul Van Ostenbridge
President and Chief
Executive Officer
Registrant
Financial Corporation
630 Godwin
Avenue, Midland Park, New Jersey 07432
(201) 444-7100
(Name, address
and telephone number of agent for service)
With
a copy to:
Michele F.
Vaillant, Esq.
McCarter &
English, LLP
Four Gateway
Center
100 Mulberry
Street
Newark, New
Jersey 07102
Tel. (973)
622-4444
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Emerging
growth company o
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY
NOTE
This
Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the “Registration Statement”)
filed with the Securities and Exchange Commission on January 31, 1997 by Stewardship Financial Corporation, a New Jersey corporation
(“Stewardship”):
Registration
Statement on Form S-8, File No. 333-20793, registering 80,000 Shares of Common Stock, no par value (the “Common Stock”),
for issuance under the Stewardship Financial corporation 1995 Stock Option Plan, 1995 Stock Option Plan for Non-Employee
Directors, 1995 Employee Stock Purchase Plan and Stock Bonus Plan.
Pursuant
to the Agreement and Plan of Merger, dated as of June 6, 2019, by and between Stewardship, Columbia Financial, Inc., a Delaware
corporation (“Columbia”) and Broadway Acquisition, Inc., a New Jersey Corporation (“Merger Sub”), Merger
Sub will merge with and into Stewardship so that Stewardship is the surviving corporation and a wholly-owned subsidiary of Columbia
(the “First-Step Merger”) and immediately thereafter, Stewardship, as the surviving corporation in the First-Step
Merger will merge with and into Columbia, with Columbia being the surviving corporation (the “Second-Step Merger”
and, together with the First-Step Merger, the “Merger”), in each case upon the filing of a certificate of merger with
the Department of the Treasury of the State of New Jersey. The First-Step Merger will become effective at 12:01 a.m. on November
1, 2019. The Second-Step Merger will become effective at 12:02 a.m. on November 1, 2019.
At
the effective time of the First-Step Merger, each issued and outstanding share of Stewardship Common Stock will be converted into
and become a right to receive from Columbia $15.75 in cash, without interest. Each share of Stewardship Common Stock held as treasury
stock of Stewardship or held directly or indirectly by Columbia, will be canceled, retired and cease to exist, and no exchange
or payment will be made with respect thereto. At the effective time of the Second-Step Merger, any Stewardship Common Stock issued
and outstanding immediately prior to such time shall be cancelled and shall cease to exist and no merger consideration or other
consideration shall be delivered in exchange therefor.
As
a result of the Merger, Stewardship has terminated all offerings of securities pursuant to the Registration Statement. In accordance
with the undertaking made by Stewardship in the Registration Statement to remove from registration by means of a post-effective
amendment any of its securities being registered under the Registration Statement that remain unsold at the termination of the
offering, Stewardship hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of
Stewardship Common Stock originally reserved for issuance under the plans covered by the Registration Statement and registered
under the Registration Statement that remain unsold or unissued as of the date hereof.
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 November 1, 2019.
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STEWARDSHIP
FINANCIAL CORPORATION
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By:
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/s/ Paul Van Ostenbridge
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Paul Van Ostenbridge,
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President and Chief Executive Officer
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(Principal Executive Officer)
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No other person is required to sign
this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act.
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