Securities Registration: Employee Benefit Plan (s-8)
26 Juin 2020 - 7:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 26, 2020
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
1ST CONSTITUTION BANCORP
(Exact name of registrant as specified in
its charter)
New Jersey
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22-3665653
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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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2650 Route 130
P.O. Box 634
Cranbury, New Jersey 08512
(Address, including zip code, of registrant’s
principal executive offices)
1st CONSTITUTION BANCORP 2020 DIRECTORS
STOCK PLAN
(Full title of the Plan)
Mr. Robert F. Mangano
President and Chief Executive Officer
1st Constitution Bancorp
2650 Route 130
P.O. Box 634
Cranbury, New Jersey 08512
(609) 655-4500
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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With a Copy to:
Scott Warren Goodman, Esq.
Day Pitney LLP
One Jefferson Road
Parsippany, New Jersey 07054
(973) 966-6300
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company x
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Emerging growth company ¨
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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
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount of
registration fee
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Common Stock, no par
value per share
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62,129 shares
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$12.41
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$771,020.89
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$100.08
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__________________________
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(1)
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Represents shares that are or may become available for issuance under the 1st Constitution Bancorp
2020 Directors Stock Plan (the “Plan”), consisting of (x) 60,000 newly authorized shares available for issuance under
the Plan, and (y) 2,129 shares that were available for issuance under the 1st Constitution Bancorp 2015 Directors Stock Plan immediately
prior to the filing of this Registration Statement on Form S-8, which shares have become available for issuance under the Plan.
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Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminable
number of shares of common stock that may be issuable pursuant to the anti-dilution provisions contained in the Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the
high and low prices of the common stock of the Registrant as reported on June 24, 2020 on the Nasdaq Global Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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ITEM 1.
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Plan Information.*
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Not filed with this Registration Statement.
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ITEM 2.
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Registrant Information and Employee Plan Annual Information.*
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Not filed with this Registration Statement.
* All information required by Part I to
be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8 as promulgated by the
Securities and Exchange Commission (the “Commission”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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ITEM 3.
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Incorporation of Documents by Reference.
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The following documents
filed by 1st Constitution Bancorp (the “Company”) with the Commission are incorporated by reference in this Registration
Statement:
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1.
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 16,
2020.
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2.
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Portions of the Company’s definitive proxy statement on Schedule 14A filed with the Commission
on April 16, 2020 that are incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December
31, 2020.
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3.
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The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with
the Commission on May 11, 2020.
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4.
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The Company’s Current Reports on Form 8-K filed with the Commission on January 17, 2020,
January 31, 2020, March 13, 2020, May 4, 2020, May 22, 2020 and June 17, 2020.
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5.
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The description of the Company’s common stock, no par value per share, set forth in the Registration
Statement on Form S-4 (File No. 333-191841) originally filed by the Company with the Commission on October 22, 2013, and any amendment
or report filed for the purpose of updating such description.
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In addition, all other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are hereby incorporated herein by reference and are deemed a part hereof from
the date of filing of such documents. Any statement contained herein or 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 or is deemed to be 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.
Notwithstanding the
foregoing, no document, or portion thereof or exhibit to a document, that is “furnished” to the Commission, including
under Item 2.02 or 7.01 of Form 8-K, prior to, on or subsequent to the date hereof, shall be incorporated herein by reference.
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ITEM 4.
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Description of Securities.
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Not applicable.
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ITEM 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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ITEM 6.
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Indemnification of Directors and Officers.
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Limitation of Liability of Directors
and Officers. The Company’s certificate of incorporation contains provisions that may limit the liability of any director
or officer of the Company to the Company or its shareholders for damages for an alleged breach of any duty owed to the Company
or its shareholders. This limitation will not relieve an officer or director from liability based on any act or omission (i) in
breach of such person’s duty of loyalty to the Company or its shareholders; (ii) not in good faith or involving a knowing
violation of law; or (iii) resulting in receipt by such officer or director of an improper personal benefit. These provisions are
explicitly permitted by Section 14A:2-7(3) of the New Jersey Business Corporation Act.
Indemnification of Directors, Officers,
Employees and Agents. The Company’s certificate of incorporation provides that the Company will indemnify to the full
extent from time to time permitted by law, any person made, or threatened to be made, a party to, or a witness or other participant
in, any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative, arbitrative, legislative,
investigative or of any other kind, by reason of the fact that such person is or was a director, officer, employee or other agent
of the Company or any subsidiary of the Company or serves or served any other enterprise at the request of the Company against
expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding and any appeal therein. The Federal Deposit Insurance Act generally prohibits indemnification
of a holding company’s directors and officers for any penalty or judgment resulting from any administrative or civil action
instituted by a federal banking agency.
Section 14A:3-5 of the New Jersey Business
Corporation Act empowers a corporation to indemnify a corporate agent against its expenses and liabilities incurred in connection
with any proceeding (other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate
agent if (a) the agent acted in good faith and in a manner that the agent reasonably believed to be in or not opposed to the best
interests of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe
its conduct was unlawful. For purposes of the New Jersey Business Corporation Act, the term “corporate agent” includes
any present or former director, officer, employee or agent of the corporation, and a person serving as a “corporate agent”
for any other enterprise at the request of the corporation.
With respect to any derivative action,
the Company is empowered to indemnify a corporate agent against its expenses (but not its liabilities) incurred in connection with
any proceeding involving the corporate agent by reason of the agent being or having been a corporate agent if the agent acted in
good faith and in a manner that the agent reasonably believed to be in or not opposed to the best interests of the Company. However,
only the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with
respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.
The Company may indemnify a corporate agent
in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the
board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by
independent legal counsel if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel to
make the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory
indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim,
issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification
is permissive or mandatory, the agent may apply to a court to grant the agent the requested indemnification. In advance of the
final disposition of a proceeding, the corporation may pay an agent’s expenses if the agent agrees to repay the expenses
if it is ultimately determined that the agent is not entitled to indemnification.
Insurance. The Company maintains
insurance policies insuring the Company’s directors and officers against liability for wrongful acts or omissions arising
out of their positions as directors and officers, subject to certain limitations.
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ITEM 7.
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Exemption from Registration Claimed.
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Not applicable.
(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, as amended (the “Securities Act”);
(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;
(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 reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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 the 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 the purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act 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
Commission such indemnification is against public policy as expressed in the Securities 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 Securities 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 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 Town of Cranbury, State of New Jersey, on June 26, 2020.
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1st CONSTITUTION BANCORP
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Date: June 26, 2020
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By:
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/s/ Robert F. Mangano
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Robert F. Mangano
President and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert F. Mangano, Stephen J. Gilhooly
and Frank Lawatsch, Jr., Esq. as attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign on his
or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including
post-effective amendments) to this Registration Statement and any registration statements filed by the Registrant pursuant to Rule
462(b) of the Securities Act of 1933, as amended, relating thereto and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature
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Capacity
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Date
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/s/ Robert F. Mangano
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President, Chief Executive Officer and Director
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June 26, 2020
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Robert F. Mangano
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(Principal Executive Officer)
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/s/ Charles S. Crow, III
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Chairman of the Board
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June 26, 2020
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Charles S. Crow, III
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/s/ William M. Rue
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Director
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June 26, 2020
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William M. Rue
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/s/ Edwin J. Pisani
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Director
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June 26, 2020
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Edwin J. Pisani
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/s/ Antonio L. Cruz
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Director
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June 26, 2020
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Antonio L. Cruz
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/s/ Roy D. Tartaglia
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Director
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June 26, 2020
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Roy D. Tartaglia
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/s/ J. Lynne Cannon
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Director
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June 26, 2020
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J. Lynne Cannon
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/s/ James G. Aaron
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Director
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June 26, 2020
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James G. Aaron
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/s/ Carmen M. Penta
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Director
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June 26, 2020
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Carmen M. Penta
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/s/ William J. Barrett
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Director
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June 26, 2020
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William J. Barrett
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/s/ Raymond R. Ciccone
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Director
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June 26, 2020
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Raymond R. Ciccone
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/s/ Stephen J. Gilhooly
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Senior Vice President, Treasurer and
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June 26, 2020
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Stephen J. Gilhooly
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Chief Financial Officer
(Principal Financial Officer)
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/s/ Naqi A. Naqvi
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Senior Vice President and Chief Accounting Officer
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June 26, 2020
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Naqi A. Naqvi
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(Principal Accounting Officer)
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