As filed with the Securities and Exchange Commission on September 27, 2005
Registration No. 333-122406
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARKE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
65-1241959
(IRS Employer Identification Number)
601 Delsea Drive
Washington Township, New Jersey 08080
(856) 256-2500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Vito S. Pantilione, President and Chief Executive Officer
Parke Bancorp, Inc.
601 Delsea Drive
Washington Township, New Jersey 08080
(856) 256-2500
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies To:
John J. Spidi, Esq.
Daniel J. MacTough, Esq.
Malizia Spidi & Fisch, PC
1100 New York Ave., N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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Approximate date of commencement of proposed sale to the public: On an ongoing
basis upon conversion of other outstanding securities on or after the effective
date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated September 27, 2005
Prospectus
PARKE BANCORP, INC.
600,033 Shares of Common Stock
Parke Bancorp, Inc. is offering up to 600,033 shares of common stock on
an ongoing basis upon exercise of our outstanding common stock purchase
warrants, expiring December 31, 2008, to current holders of those outstanding
warrants. This prospectus is being provided only to current holders of those
outstanding warrants.
The exercise price of the warrants is $7.58 per share, as adjusted for
a 10% stock dividend in 2003 and a 20% stock dividend in 2004.
We are the bank holding company of Parke Bank, a New Jersey chartered
commercial bank. Our principal offices are located at 601 Delsea Drive,
Washington Township, New Jersey 08080.
The warrants were issued by Parke Bank in a public offering exempt from
the registration requirements of the Securities Act of 1933 prior to its
reorganization into the holding company form of ownership. The shares of common
stock offered by this prospectus were previously registered in connection with
the reorganization on a Registration Statement on Form S-4, which was declared
effective by the Securities and Exchange Commission on April 7, 2005. This
prospectus is being provided to you to provide you with updated financial
information and in connection with a post-effective amendment to the
registration statement which were are obligated to file with the SEC.
Our common stock is quoted on the NASDAQ Capital Market under the
symbol "PKBK."
The net proceeds will depend upon the number of warrants actually
exercised and cannot be determined at this time. Should all of the warrants be
exercised, the aggregate net proceeds will be approximately $4.6 million.
This investment involves a degree of risk, including the possible loss
of your entire investment. Please read the "Risk Factors" beginning on page 1 of
this prospectus before purchasing our shares.
We are not a bank and the shares are not bank deposits or similar
obligations and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Neither the Securities and Exchange Commission nor any other federal
agency or state securities regulator has approved or disapproved these
securities or determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
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The date of this prospectus is _____________, 2005.
Table of Contents
Page
----
Risk Factors...................................................................1
Forward Looking Statements.....................................................2
Use of Proceeds................................................................2
Determination of Offering Price................................................2
Plan of Distribution...........................................................3
Description of Securities......................................................3
Where You Can Find Additional Information......................................4
Information About Parke Bancorp................................................4
Legal Matters.................................................................5
Experts........................................................................5
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ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are not making offers to sell the securities
covered by this prospectus or soliciting an offer to buy the securities covered
by this prospectus in any jurisdiction where such an offer or sale is not
permitted or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such an offer or
solicitation. The information contained in this prospectus is correct only as of
the date on the front cover of this prospectus. You should not assume that the
information contained in this prospectus is accurate as of any other date.
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RISK FACTORS
You should consider these risk factors, in addition to the other
information in this prospectus, before deciding whether to make an investment in
this stock.
Rising interest rates may hurt our profits.
To be profitable, we have to earn more money in interest we receive on
loans and investments than we pay to our depositors and lenders in interest. If
interest rates rise, our net interest income and the value of our assets could
be reduced if interest paid on interest-bearing liabilities, such as deposits
and borrowings, increases more quickly than interest received on
interest-earning assets, such as loans, other mortgage-related investments and
investment securities. This is most likely to occur if short-term interest rates
increase at a faster rate than long-term interest rates, which would cause
income to go down. In addition, rising interest rates may hurt our income,
because they may reduce the demand for loans and the value of our securities.
If economic conditions deteriorate, our results of operations and financial
condition could be adversely impacted as borrowers' ability to repay loans
declines and the value of the collateral securing our loans decreases.
Our financial results may be adversely affected by changes in
prevailing economic conditions, including decreases in real estate values,
changes in interest rates that cause a decrease in interest rate spreads,
adverse employment conditions, the monetary and fiscal policies of the federal
government and other significant external events. For example, we have a
significant amount of real estate loans. Accordingly, decreases in real estate
values could adversely affect the value of collateral securing our loans.
Adverse changes in the economy may also have a negative effect on the ability of
our borrowers to make timely repayments of their loans. These factors could
expose us to an increased risk of loan defaults and losses and have an adverse
impact on our earnings.
Strong competition within our market area may limit our growth and
profitability.
Competition in the banking and financial services industry is intense.
In our market area, we compete with commercial banks, savings institutions,
mortgage brokerage firms, credit unions, finance companies, mutual funds,
insurance companies, and brokerage and investment banking firms operating
locally and elsewhere. Many of these competitors have substantially greater
resources and lending limits than we do and may offer certain services that we
do not or cannot provide. Our profitability depends upon our continued ability
to successfully compete in our market.
The amount of common stock we control, our certificate of incorporation and
bylaws, and state and federal statutory provisions could discourage hostile
acquisitions of control.
Our board of directors and executive officers beneficially own
approximately 48% of our common stock in the aggregate (including shares they
have the right to acquire beneficial ownership of within 60 days following the
date of this prospectus). This inside ownership together with provisions in our
certificate of incorporation and bylaws may have the effect of discouraging
attempts to acquire us, pursue a proxy contest for control, assume control by a
holder of a large block of common stock and remove our management, all of which
certain stockholders might think are in their best interests. These provisions
include, among other things:
o staggered terms of the members of the board of directors;
o the authorization of 1,000,000 shares of serial preferred stock that could
be issued without stockholder approval on terms or in circumstances that
could deter a future takeover attempt; and
o our certificate of incorporation does not opt out of New Jersey's
Shareholders Protection Act, which, by causing substantial delays before an
acquirer can consummate certain business combinations
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(including a merger), typically either causes any takeover attempt to fail
or enables a target corporation to locate a more favorable acquirer.
Our stock price may decline.
We cannot guarantee that if you exercise your warrants and purchase our
shares in the offering you will be able to sell them at or above the purchase
price you paid upon exercise of your warrants. The trading price of our common
stock is determined by the marketplace, and is influenced by many factors,
including prevailing interest rates, investor perceptions and general industry,
political and economic conditions. Publicly traded stocks, including the stock
of financial institutions, recently have experienced substantial market price
volatility. These market fluctuations might not be related to the operating
performance of particular companies whose shares are traded.
We operate in a highly regulated environment, and we may be adversely affected
by changes in laws and regulations.
Parke Bank, our wholly-owned banking subsidiary, is subject to
extensive regulation, supervision and examination by the New Jersey Department
of Banking and Insurance, its chartering authority, and by the FDIC, its primary
federal regulator. As a bank holding company, we are subject to regulation by
the Federal Reserve Board. This regulation and oversight is intended primarily
for the protection of the depositors of the Bank and not for our shareholders.
Regulatory authorities have extensive discretion in their supervisory and
enforcement activities, including the imposition of restrictions on our
operations, the classification of our assets and determination of the level of
our allowance for loan losses. Any change in this regulation and oversight,
whether in the form of regulatory policy, regulations, legislation or
supervisory action, may have a material impact on our operations.
FORWARD LOOKING STATEMENTS
We may from time to time make written or oral "forward-looking
statements", including statements contained in the our filings with the
Securities and Exchange Commission, in our reports to shareholders and in other
communications by us, which we make in good faith.
These forward-looking statements involve risks and uncertainties, such
as statements of our plans, objectives, expectations, estimates and intentions,
which are subject to change based on various important factors (some of which
are beyond our control). The following factors, among others, could cause our
financial performance to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in these forward-looking
statements: the strength of the United States economy in general and the
strength of the local economies in which Parke Bank conducts operations; the
effects of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System, inflation, interest rates, market and monetary fluctuations; the
timely development of and acceptance of new products and services of Parke Bank
and the perceived overall value of these products and services by users,
including the features, pricing and quality compared to competitors' products
and services; the impact of changes in financial services laws and regulations
(including laws concerning taxes, banking, securities and insurance);
technological changes; changes in consumer spending and saving habits; and our
success at managing the risks resulting from these factors. We caution you that
the listed factors are not exclusive.
USE OF PROCEEDS
The net proceeds will depend upon the number of warrants actually
exercised and cannot be determined at this time. Should all of the warrants be
exercised, the aggregate net proceeds will be approximately $4.6 million. Net
proceeds, if any, from the exercise of the warrants to purchase the shares will
be placed in our general treasury and used for working capital and general
corporate purposes.
DETERMINATION OF OFFERING PRICE
The exercise price of the warrants is $7.58 per share, as adjusted for
a 10% stock dividend in 2003 and a 20% stock dividend in 2004. Although our
common stock is presently traded over the counter and quoted on the
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NASDAQ Capital Market under the symbol "PKBK," at the time of the original
issuance of the warrants, there was no established trading market for any of our
securities. In addition, the warrants were originally offered and sold together
with shares of common stock. Accordingly, the exercise price of the warrants was
not based upon our financial condition or results of operation but on the
marketing factors we considered in connection with our original offering of the
warrants.
PLAN OF DISTRIBUTION
We may issue shares of our common stock to holders of our outstanding
common stock purchase warrants, expiring December 31, 2008, from time to time
prior to the expiration of the warrants upon exercise of all or any portion of
the warrants. Accordingly, we are deemed to be engaged in a distribution of our
shares on an ongoing basis upon conversion of the outstanding warrants. A
warrant may only be exercised by delivering and surrendering to us the warrant
together with the purchase form attached to the warrant duly executed and
accompanied by the purchase price for the shares being acquired upon exercise.
We have not entered into any underwriting agreement in connection with
this distribution, and no broker, dealer or agent are entitled to receive any
compensation in the form of commissions, discounts or concessions from us or any
warrant holder in connection with the exercise of the warrants.
DESCRIPTION OF SECURITIES
General
We are authorized to issue 10,000,000 shares of common stock, par value
$0.10 per share and 1,000,000 shares of serial preferred stock, par value $0.10
per share. Each share of common stock has the same relative rights as, and will
be identical in all respects with, each other share of common stock. The common
stock represents non-withdrawable capital, will not be an account of insurable
type and will not be insured by the Federal Deposit Insurance Corporation or any
other governmental agency. The Board of Directors can, without shareholder
approval, issue additional shares of common stock.
Common Stock
Distributions. We can pay dividends if, as and when declared by our
Board of Directors, subject to compliance with limitations which are imposed by
law. Holders of our common stock will be entitled to receive and share equally
in such dividends as may be declared by the Board of Directors out of funds
legally available for distribution. If we issue preferred stock, the holders of
the preferred stock may have a priority over the holders of the common stock
with respect to dividends.
Voting Rights. The holders of common stock will possess exclusive
voting rights except to the extent that preferred stock is issued in the future
with full or limited voting powers. The holder of common stock will be entitled
to one vote for each share held on all matters subject to shareholder vote and
will not have any right to cumulate votes in the election of directors. Upon
proper exercise of the warrants and payment of the exercise price, the common
stock to be issued in connection with this offering will be validly issued,
fully paid and non-assessable.
Liquidation Rights. In the event of our liquidation, dissolution, or
winding-up, the holders of the common stock generally would be entitled to
receive, after payment of all our debts and liabilities (including all debts and
liabilities of Parke Bank), all of our assets available for distribution. If
preferred stock is issued, the holders of the preferred stock may have a
priority over the holders of the common stock in the event of liquidation or
dissolution.
Preemptive Rights; Redemption. Because the holders of the common stock
do not have any preemptive rights with respect to any shares we may issue, our
Board of Directors may sell shares of capital stock, including both common and
preferred stock, without first offering such shares to existing shareholders.
The common stock will not be subject to any redemption provisions.
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Preferred Stock
We are authorized to issue up to 1,000,000 shares of serial preferred
stock and to fix and state voting powers, designations, preferences, or other
special rights of preferred stock and the qualifications, limitations and
restrictions of those shares as the Board of Directors may determine in its
discretion. Preferred stock may be issued in distinctly designated series, may
be convertible into common stock and may rank prior to the common stock as to
dividends rights, liquidation preferences, or both, and may have full or limited
voting rights. The issuance of preferred stock could adversely affect the voting
and other rights of holders of common stock.
The authorized but unissued shares of preferred stock and the
authorized but unissued and unreserved shares of common stock will be available
for issuance in future mergers or acquisitions, in future public offerings or
private placements. Except as otherwise required to approve the transaction in
which the additional authorized shares of preferred stock would be issued, no
shareholder approval generally would be required for the issuance of these
shares.
Transfer Agent
Our transfer agent is Registrar and Transfer Company, Cranford, New
Jersey.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement under the
Securities Act of 1933 with respect to the common stock offered by this
prospectus. As permitted by the rules and regulations of the SEC, this
prospectus does not contain all the information contained in the registration
statement. In addition, we file annual, quarterly and current reports and other
information with the SEC. This information can be examined without charge at the
public reference facilities of the SEC located at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the SEC's public reference rooms. This information also is
available to the public from commercial document retrieval services and at the
Internet site maintained by the SEC at http://www.sec.gov.
We also maintain an Internet site at http://www.parkebank.com.
INFORMATION ABOUT PARKE BANCORP
This prospectus is accompanied by a copy of the Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004, filed by Parke Bank with the
Federal Deposit Insurance Corporation (the "FDIC") and a copy of our Quarterly
Report on Form 10-QSB for the quarterly period ended June 30, 2005, filed with
the SEC.
Information Incorporated by Reference
The following documents we have filed with the FDIC or the SEC are
incorporated by reference and made part of this prospectus:
1. Annual Report on Form 10-KSB for the year ended December 31, 2004.
2. Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 2005.
3. Quarterly Report on Form 10-QSB for the quarterly period ended June
30, 2005.
We will provide without cost a copy of any or all these filings upon
your request in writing to our mailing address, P.O. Box 40, Sewell, New Jersey
08080, or by calling our Chief Financial Officer at (856) 256-2500.
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LEGAL MATTERS
The validity of the securities offered by this prospectus will be
passed upon for us by Malizia Spidi & Fisch, PC, Washington, D.C.
EXPERTS
The consolidated financial statements of Parke Bank and its subsidiary
at December 31, 2004 and 2003 and for each of the years in the two year period
ended December 31, 2004 have been incorporated by reference in this prospectus
and the registration of which this is part have been audited by McGladrey &
Pullen, LLP, an independent registered public accounting firm, and are included
in reliance upon the report of McGladrey & Pullen, LLP appearing elsewhere and
upon their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the Registrant in connection with the
issuance and distribution of the securities being registered hereby are as
follows:
SEC Registration Fee.......................................$ -0-*
Blue Sky Fees.............................................. 5,000 **
Printing and Mailing Expenses.............................. 5,000 **
Accounting Fees............................................ 3,000 **
Legal Fees and Expenses.................................... 20,000 **
Miscellaneous Expenses..................................... 3,000 **
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Total......................................................$
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* Paid in connection with the Registrant's Registration Statement
on Form S-4, File No. 333-122406.
** Estimated.
Item 15. Indemnification of Directors and Officers.
In accordance with the New Jersey Business Corporation Act, Article
XVIII of the Registrant's certificate of incorporation provides as follows. In
addition, under a directors' and officers' liability insurance policy, directors
and officers of the Registrant are insured against certain liabilities,
including certain liabilities under the Securities Act of 1933, as amended.
ARTICLE XVIII
Indemnification
--------------------
A. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative, arbitrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation or of any constituent corporation
absorbed by the Corporation in a consolidation or merger, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, sole proprietorship, trust or
other enterprise, against expenses (including attorneys' fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding to the full extent
permissible under New Jersey law.
B. Advance Payment. The Corporation may pay in advance any expenses
(including attorneys' fees) which may become subject to indemnification under
Section A of this Article XVIII if the person receiving the payment undertakes
in writing to repay the same if it is ultimately determined that he or she is
not entitled to indemnification by the Corporation under New Jersey law.
C. Nonexclusive. The indemnification and advancement of expenses
provided by Sections A and B of this Article XVIII or otherwise granted pursuant
to New Jersey law shall not be exclusive of any other rights to which a person
may be entitled by law, bylaw, agreement, vote of stockholders, or disinterested
directors, or otherwise.
D. Continuation. The indemnification and advance payment provided by
Sections A and B shall continue as to a person who has ceased to hold a position
named in paragraph A of this Article XVIII and shall inure to his or her heirs,
executors and administrators. In addition, any repeal or modification of this
Article XVIII by the stockholders of the Corporation shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise with respect to any act or omission occurring before such repeal or
modification is effective.
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E. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who holds or who has held any position named in Section A
of this Article XVIII, against any liability incurred by him or her in any such
position, or arising out of his or her status as such, whether or not the
Corporation would have power to indemnify him or her against such liability
under this Article and New Jersey law.
F. Savings Clause. If this Article XVIII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, including an action by or in the right of the
Corporation to the full extent permitted by any applicable portion of this
Article XVIII that shall not have been invalidated and to the full extent
permitted by applicable law.
Item 16. Exhibits.
Filed herewith, unless otherwise noted:
3.1 Certificate of incorporation*
3.2 Bylaws*
4.1 Common stock certificate*
4.2 Common stock purchase warrant *
5.1 Opinion of Malizia Spidi & Fisch, PC *
21.1 Subsidiaries *
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Malizia Spidi & Fisch, PC
24.1 Power of Attorney*
-----------
* Previously filed.
Item 17. 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;
(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;
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(2) That, for purposes of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offering 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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 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.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective.
(2) For purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus as
a new registration statement for the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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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-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the township of Washington, county of Gloucester, state of New
Jersey, on September 27, 2005.
PARKE BANCORP, INC.
By: /s/Vito S. Pantilione
-------------------------------------
Vito S. Pantilione
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on September
27, 2005 in the capacities indicated.
/s/Celestino R. Pennoni * /s/Vito S. Pantilione
--------------------------------------------- -------------------------------------
Celestino R. Pennoni Vito S. Pantilione
Director, Chairman of the Board President and Chief Executive Officer
(Principal Executive Officer)
/s/Ernest D. Huggard /s/Daniel J. Dalton *
--------------------------------------------- -------------------------------------
Ernest D. Huggard Daniel J. Dalton
Senior Vice President/Chief Financial Officer Director
(Principal Financial and Accounting Officer)
/s/Fred G. Choate *
---------------------------------------------
Fred G. Choate
Director
* By: /s/Vito S. Pantilione
------------------------------------
Vito S. Pantilione
Attorney-in-fact
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EXHIBIT INDEX
PARKE BANCORP, INC.
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FILED SEPTEMBER 27, 2005
Exhibit Number Description
-------------- -----------------------------------------------------------------------------------------------
3.1 Certificate of incorporation [Previously filed as Exhibit 3(i) to Registration Statement
No. 333-122406, filed January 1, 2005.]
3.2 Bylaws [Previously filed as Exhibit 3(ii) to Registration Statement No. 333-122406,
filed January 1, 2005.]
4.1 Common stock certificate [Previously filed as Exhibit 4.1 to Registration Statement
No. 333-122406, filed January 1, 2005.]
4.2 Common stock purchase warrant [Previously filed as Exhibit 4.2 to Registration Statement
No. 333-122406, filed January 1, 2005.]
5.1 Opinion of Malizia Spidi & Fisch, PC [Previously filed as Exhibit 5 to Registration Statement
No. 333-122406, filed January 1, 2005.]
21.1 Subsidiaries [Previously filed as Exhibit 21 to Registration Statement No. 333-122406,
filed January 1, 2005.]
23.1 Consent of McGladrey & Pullen, LLP *
23.2 Consent of Malizia Spidi & Fisch, PC *
24.1 Power of attorney [Previously filed, set forth on the signature page to Registration Statement
No. 333-122406, filed January 1, 2005.]
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* Filed herewith
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