As filed with the Securities and Exchange Commission on April 21, 2004
Registration Statement No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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1st COLONIAL BANCORP, INC.
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(Exact Name of Small Business Issuer in Its Charter)
Pennsylvania 6711 01-0715542
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(State or Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
1040 Haddon Avenue, Collingswood New Jersey 08108
(856) 858-1100
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(Address and Telephone Number of Principal Executive Offices)
1040 Haddon Avenue, Collingswood New Jersey 08108
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(Address of Principal Place of Business or Intended Principal Place of Business)
1040 Haddon Avenue, Collingswood New Jersey 08108
Attn: Gerard M. Banmiller
President and Chief Executive Officer
(856) 858-1100
(Name, Address, and Telephone Number of Agent for Service)
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With copies of communication to:
Edward C. Hogan, Esquire Robert A. Schwartz, Esquire
Stevens & Lee Windels Marx Lane and Mittendorf, LLP
1415 Route 70 East 120 Albany Street Plaza
Suite 506 New Brunswick, NJ 08901
Cherry Hill, New Jersey 08034 (732) 846-7600
(856) 857-4004
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [ X] 333-113779
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 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. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to Amount to Offering Price Aggregate Offering Amount of
be Registered Be Registered Per Share Price Registration Fee
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Common Stock, no par value 138,000 $10.00 $1,380,000 $174.85
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and
Exchange Commission ("SEC") pursuant to Rule 462(b) under the Securities Act of
1933, as amended, for the sole purpose of registering additional shares of the
same class as were included in Registration Statement on Form SB-2 (File No.
333-113779) filed by 1st Colonial Bancorp, Inc. and declared effective on April
20, 2004 (the "Initial Registration Statement"). The contents of the Initial
Registration Statement are incorporated herein by reference into this
Registration Statement.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form SB-2 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Collingswood, State of New Jersey on April 21,
2004.
1st COLONIAL BANCORP, INC.
By: /s/ Gerard M. Banmiller
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Gerard M. Banmiller
President and Chief Executive Officer
In accordance with 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 stated.
Signature Title Date
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/s/ Gerard M. Banmiller President and Chief Executive April 21, 2004
------------------------- Officer
Gerard M. Banmiller
/s/ Robert C. Faix Senior Vice President and April 21, 2004
------------------------- Chief Financial Officer
Robert C. Faix (Principal Financial and
Accounting Officer)
* Chairman of the Board April 21, 2004
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Linda M. Rohrer
* Director April 21, 2004
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Mary R. Burke
* Director April 21, 2004
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Thomas A. Clark
* Director April 21, 2004
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Letitia G. Colombi
* Director April 21, 2004
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Gerald J. DeFelicis
* Director April 21, 2004
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John J. Donnelly IV
* Director April 21, 2004
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Eduardo F. Enriquez
Signature Title Date
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* Director April 21, 2004
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Michael C. Haydinger
* Director April 21, 2004
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Harrison Melstein
* Director April 21, 2004
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Stanley H. Molotsky
* By his signature set forth below, the undersigned, pursuant to duly authorized
powers of attorney filed with the Securities and Exchange Commission, has signed
this registration statement on behalf of the persons indicated.
By: /s/ Gerard M. Banmiller
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Gerard M Banmiller
Attorney-in fact
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBITS
NUMBER
5.1 Opinion of Stevens & Lee re: Legality of Shares Being Registered.
23.1 Consent of Stevens & Lee (included in Exhibit 5.1).
23.2 Consent of KPMG LLP