SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
LINCOLN PARK BANCORP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO] LINCOLN PARK BANCORP
March 27, 2006
Dear Stockholder:
We cordially invite you to attend the 2006 Annual Meeting of
Stockholders of Lincoln Park Bancorp, the parent company of Lincoln Park Savings
Bank. The Annual Meeting will be held at the Lincoln Park PAL Community Center,
located at 10 Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m.,
local time, on April 20, 2006.
The enclosed Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
During the Annual Meeting, we will also report on the operations of Lincoln Park
Bancorp. Directors and officers of Lincoln Park Bancorp will be present to
respond to any questions that stockholders may have. Also enclosed for your
review is our 2005 Annual Report to Stockholders, which contains detailed
information concerning the activities and operating performance of Lincoln Park
Bancorp.
The business to be conducted at the Annual Meeting includes the election
of two directors, and the ratification of the appointment of Beard Miller
Company LLP as the independent registered public accounting firm for Lincoln
Park Bancorp for the fiscal year ending December 31, 2006.
The Board of Directors of Lincoln Park Bancorp has determined that
approval of the matters to be considered at the Annual Meeting are in the best
interests of Lincoln Park Bancorp and its stockholders. For the reasons set
forth in the Proxy Statement, the Board of Directors unanimously recommends a
vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date and
return the enclosed proxy card as soon as possible, even if you currently plan
to attend the Annual Meeting. This will not prevent you from voting in person,
but will assure that your vote is counted if you are unable to attend the Annual
Meeting. Your vote is important, regardless of the number of shares that you
own.
Sincerely,
/s/ Donald S. Hom
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Donald S. Hom
President and Chief Executive Officer
LINCOLN PARK BANCORP
31 BOONTON TURNPIKE
LINCOLN PARK, NEW JERSEY 07035
(973) 694-0330
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be held on April 20, 2006
Notice is hereby given that the 2006 Annual Meeting of Stockholders (the
"Annual Meeting") of Lincoln Park Bancorp will be held at the Lincoln Park PAL
Community Center, located at 10 Boonton Turnpike, Lincoln Park, New Jersey
07035, on April 20, 2006, at 10:00 a.m., local time.
A proxy card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors of Lincoln Park Bancorp;
2. The ratification of the appointment of Beard Miller Company LLP
as the independent registered public accounting firm for Lincoln
Park Bancorp for the fiscal year ending December 31, 2006; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors of Lincoln Park Bancorp is not
aware of any other business to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting
on the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on March 17,
2006, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF LINCOLN PARK BANCORP A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT
BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE
NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Nancy M. Shaw
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Nancy M. Shaw
Secretary
Lincoln Park, New Jersey
March 27, 2006
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE LINCOLN PARK BANCORP THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
LINCOLN PARK BANCORP
31 BOONTON TURNPIKE
LINCOLN PARK, NEW JERSEY 07035
(973) 694-0330
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 2006
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Lincoln Park Bancorp ("Lincoln
Park Bancorp" or the "Company") to be used at the 2006 Annual Meeting of
Stockholders (the "Annual Meeting") of Lincoln Park Bancorp, which will be held
at the Lincoln Park PAL Community Center, located at 10 Boonton Turnpike,
Lincoln Park, New Jersey 07035, at 10:00 a.m., local time, on April 20, 2006,
and all adjournments of the Annual Meeting. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about March 27, 2006.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
Lincoln Park Bancorp will be voted in accordance with the directions given
thereon. WHERE NO INSTRUCTIONS ARE INDICATED, VALIDLY EXECUTED PROXIES WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Proxies may be revoked by sending written notice of revocation to the
Secretary of Lincoln Park Bancorp, Nancy M. Shaw, at the address of Lincoln Park
Bancorp shown above, by returning a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person. The presence at the Annual
Meeting of any stockholder who had given a proxy shall not revoke such proxy
unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of Lincoln Park
Bancorp prior to the voting of such proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of Lincoln Park Bancorp's common stock, par value
$0.01 per share, as of the close of business on March 17, 2006 are entitled to
one vote for each share then held. As of March 17, 2006, there were 1,851,500
shares of common stock issued and outstanding. The presence in person or by
proxy of a majority of the outstanding shares of common stock entitled to vote
is necessary to constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted for purposes of determining that a quorum is
present. Our mutual holding company, Lincoln Park Bancorp, MHC, owns 999,810
shares, or 54.0% of Lincoln Park Bancorp's outstanding common stock and intends
to vote FOR each of the proposals set forth in this Proxy Statement.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote FOR the election of the
nominees proposed by the Board of Directors, or to WITHHOLD authority to vote
for the nominees being proposed. Directors are elected by a plurality of votes
cast, without regard to either broker non-votes, or proxies as to which the
authority to vote for the nominee being proposed is withheld.
As to the ratification of Beard Miller Company LLP as Lincoln Park
Bancorp's independent registered public accounting firm, by checking the
appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote
AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The
affirmative vote of holders of a majority of the votes cast at the Annual
Meeting in person or by proxy is required for the ratification of Beard Miller
Company LLP as the independent registered public accounting firm for the fiscal
year ending December 31, 2006. The ratification of this matter shall be
determined by a majority of the votes cast at the Annual Meeting, without regard
to broker non-votes or proxies marked "ABSTAIN".
Management of Lincoln Park Bancorp anticipates that Lincoln Park
Bancorp, MHC, the majority stockholder of Lincoln Park Bancorp, will vote all of
its shares of common stock in favor of all the matters set forth above. If
Lincoln Park Bancorp, MHC votes all of its shares in favor of each proposal, the
approval of the election of the director nominees and the ratification of Beard
Miller Company LLP would be assured. As of March 17, 2006, Lincoln Park Bancorp,
MHC held 999,810 shares of common stock and persons other than Lincoln Park
Bancorp, MHC held 851,690 shares of common stock.
Proxies solicited hereby will be returned to Lincoln Park Bancorp and
will be tabulated by an Inspector of Election designated by Lincoln Park
Bancorp's Board of Directors.
Persons and groups who beneficially own in excess of 5% of the common
stock of Lincoln Park Bancorp are required to file certain reports with the
Securities and Exchange Commission regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. The following table sets forth, as
of March 17, 2006, the shares of common stock beneficially owned by each person
who was the beneficial owner of more than 5% of the outstanding shares of common
stock of Lincoln Park Bancorp, as well as shares beneficially owned in the
aggregate by Lincoln Park Bancorp, MHC and all directors and executive officers
as a group.
AMOUNT OF SHARES
OWNED AND NATURE PERCENT OF SHARES
NAME AND ADDRESS OF OF BENEFICIAL OF COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP (1) OUTSTANDING
-------------------- ----------------- -----------------
Lincoln Park Bancorp, MHC 999,810 54.0%
31 Boonton Turnpike
Lincoln Park, New Jersey 07035
Lincoln Park Bancorp, MHC, 1,052,816 56.9%
and all of Lincoln Park Bancorp's and
Lincoln Park Savings Bank's (the "Bank")
directors and executive officers as a group
(9 directors and officers) (2)
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(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner for purposes of this table, of
any shares of common stock if he has shared voting or investment power with
respect to such security, or has a right to acquire beneficial ownership at
any time within 60 days from the date as of which beneficial ownership is
being determined. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to dispose
or direct the disposition of shares, and includes all shares held directly
as well as by spouses and minor children, in trust and other indirect
ownership, over which shares the named individuals effectively exercise
sole or shared voting or investment power.
(2) Includes shares of common stock held by Lincoln Park Bancorp, MHC. Lincoln
Park Bancorp's and Lincoln Park Savings Bank's executive officers and
directors beneficially owned 53,006 shares of common stock, or 2.8% of the
outstanding shares of common stock. Includes 767 shares of common stock
allocated to the accounts of executive officers under the Lincoln Park
Savings Bank Employee Stock Ownership Plan (the "ESOP") and excludes the
remaining 33,301 shares of common stock, or 1.8% of the common stock
outstanding, owned by the ESOP for the benefit of employees. Includes
shares of restricted stock awarded under the 2005 Lincoln Park Bancorp
Stock-Based Incentive Plan (the "2005 Plan"), whether or not vested. Does
not include options to purchase shares of common stock awarded under the
2005 Plan, since none of such options vest within 60 days of March 17,
2006.
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PROPOSAL I - ELECTION OF DIRECTORS
Lincoln Park Bancorp's Board of Directors currently consists of five
members. Lincoln Park Bancorp's bylaws provide that approximately one-third of
the directors are to be elected annually. Directors of Lincoln Park Bancorp are
generally elected to serve for a three-year period, or a shorter period if the
director is elected to fill a vacancy, and until their respective successors
shall have been elected and shall qualify. Two directors will be elected at the
Annual Meeting and will serve until their successors have been elected and
qualified. The nominating committee of Lincoln Park Bancorp has nominated David
G. Baker and John F. Feeney to each serve as a director for a three-year term.
The nominees are currently members of the Board of Directors.
The table below sets forth certain information regarding the composition
of Lincoln Park Bancorp's Board of Directors as of March 17, 2006, including the
terms of office of board members. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to the nominee) will be voted at the Annual Meeting for the election
of the nominees identified below. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why either of the nominees might be unable to
serve, if elected. Except as indicated herein, there are no arrangements or
understandings between the nominees and any other person pursuant to which such
nominee was selected. The table below also sets forth certain information
regarding executive officers who are not Directors. The Board of Directors
recommends a vote "FOR" each nominee to serve as a director until his term
expires.
SHARES OF COMMON
POSITIONS STOCK
HELD WITH LINCOLN PARK DIRECTOR CURRENT TERM BENEFICIALLY PERCENT
NAME (1) AGE(2) BANCORP SINCE (3) TO EXPIRE OWNED (4) OF CLASS
-------------------------- ------- ---------------------- --------- ------------ ---------------- ----------
NOMINEES:
David G. Baker 50 Director 2002 2006 6,521(5) *
John F. Feeney 66 Director 1971 2006 5,721(6) *
DIRECTORS CONTINUING IN OFFICE:
William H. Weisbrod 53 Vice Chairman of the 1982 2007 8,721(7) *
Board
Edith M. Perrotti 66 Director 1996 2007 7,771(8) *
Stanford Stoller 60 Chairman of the Board 2001 2008 7,721(9) *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
Donald S. Hom 51 President and Chief
Executive Officer N/A N/A 9,285(10) *
Nandini S. Mallya 53 Vice President and
Treasurer N/A N/A 2,855(11) *
Nancy M. Shaw 47 Vice President and
Corporate Secretary N/A N/A 2,179(12) *
Deborah Corvelli Shahin 48 Vice President and
Assistant Secretary N/A N/A 2,232(13) *
All directors and
executive officers as a
group (9 persons) 53,006(14) 2.8%
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* Less than 1%.
(1) The mailing address for each person listed is 31 Boonton Turnpike, Lincoln
Park, New Jersey 07035.
(2) As of December 31, 2005.
(3) Reflects initial appointment to the Board of Directors of Lincoln Park
Savings and Loan Association, the predecessor to Lincoln Park Savings Bank.
Each director of Lincoln Park Bancorp is also a director of Lincoln Park
Savings Bank and Lincoln Park Bancorp, MHC, which owns the majority of the
issued and outstanding shares of common stock of Lincoln Park Bancorp.
(4) See definition of "beneficial ownership" in the table in "Voting Securities
and Principal Holders Thereof."
(5) Includes 2,721 unvested shares of restricted stock.
(6) Includes 2,721 unvested shares of restricted stock.
(7) Includes 2,721 unvested shares of restricted stock.
(8) Includes 2,721 unvested shares of restricted stock.
(9) Includes 2,721 unvested shares of restricted stock.
(10) Includes 1,500 unvested shares of restricted stock and 285 shares allocated
under the ESOP for Mr. Hom.
(11) Includes 500 shares of common stock held by a member of Ms. Mallya's
family, 1,200 unvested shares of restricted stock and 155 shares allocated
under the ESOP for Ms. Mallya.
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(12) Includes 25 shares of common stock held by a member of Ms. Shaw's family,
1,200 unvested shares of restricted stock and 179 shares allocated under
the ESOP for Ms. Shaw.
(13) Includes 100 shares of common stock held by Ms. Shahin as custodian, 1,200
unvested shares of restricted stock and 148 shares allocated under the ESOP
for Ms. Shahin.
(14) Includes 767 shares of common stock allocated to the accounts of executive
officers under the ESOP and excludes the remaining 33,301 shares of common
stock, or 1.8% of the common stock outstanding, owned by the ESOP for the
benefit of employees. Under the terms of the ESOP, shares of common stock
allocated to the account of employees are voted in accordance with
instructions of the respective employees. Unallocated shares of common
stock are voted by the trustee of the employee stock ownership plan.
The principal occupation during the past five years of each director and
executive officer of Lincoln Park Bancorp is set forth below. All directors and
executive officers have held their present positions for five years unless
otherwise stated.
DIRECTORS:
STANFORD STOLLER is the Chairman of the Board of Directors. He has been
employed by the IBM Corporation since 1968 in various capacities. He is
currently a Principal Consultant in the Insurance Industry Sector of IBM.
WILLIAM H. WEISBROD is the Vice Chairman of the Board. He has been a
Senior Vice President-Investments with Wachovia Securities, Wayne, New Jersey
office since April 2005. Prior to that time, Mr. Weisbrod was a Senior Vice
President/Financial Consultant with Smith Barney from 1998 to 2005, a Senior
Vice President with Merrill Lynch from 1980 to 1998 and an account executive
with Bache Halsey Stuart Shields from 1975 to 1980.
DAVID G. BAKER is a part owner and an operator of Lincoln Park Hardware,
a family owned hardware store located in Lincoln Park. Mr. Baker has been the
Mayor/Chief Administrative Official of the Borough of Lincoln Park since 1994.
Prior to being elected Mayor, Mr. Baker was elected to the Governing Council
from 1987 to 1994 and appointed to the Board of Adjustment from 1985 to 1986 of
the Borough of Lincoln Park.
JOHN F. FEENEY is a partner in the law firm of Scangarella, Feeney &
Dixon, L.L.P. located in Pompton Plains, New Jersey. Mr. Feeney's law firm
serves as counsel for Lincoln Park Savings and Lincoln Park Bancorp.
EDITH M. PERROTTI is retired. She served as Senior Vice President of
Lincoln Park Savings from 1986 until 1999. Prior to that time, Ms. Perrotti
served for Orange Savings Bank for 27 years in various positions with increasing
levels of responsibilities in branch operations.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
DONALD S. HOM is the President and Chief Executive Officer of Lincoln
Park Savings. Prior to joining Lincoln Park Savings in August 2000, Mr. Hom
served for 23 years as a bank examiner, financial analyst and corporate
activities/applications analyst for the Office of Thrift Supervision and its
predecessor, the Federal Home Loan Bank Board, and the Federal Home Loan Bank of
New York. He is also a member of the Lincoln Park Lions Club and the Pequannock
Valley Rotary Club.
NANDINI S. MALLYA has served as Vice President and Treasurer in charge
of the accounting department of Lincoln Park Savings since March 1997.
Previously, Ms. Mallya worked from 1986 to 1997 in controller and accounting
manager positions for Panasia Bank in Fort Lee, New Jersey, Urban National Bank
in Franklin Lakes, New Jersey and Alexander Hamilton Savings and Loan
Association in Pompton Plains, New Jersey.
NANCY M. SHAW has served as Vice President responsible for lending,
marketing and compliance of Lincoln Park Savings since April 2000. Ms. Shaw was
appointed Corporate Secretary of Lincoln Park Savings in May 2004, and
previously served as Assistant Secretary. Prior to joining Lincoln Park Savings
in April 2000, Ms. Shaw was a Vice President-Consumer Loan Officer with Lakeland
Bank of Oak Ridge, New Jersey and Metropolitan State Bank of Montville, New
Jersey from 1992 to 2000. In addition, Ms. Shaw served in various lending
positions in two other banks from 1978 to 1992.
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DEBORAH CORVELLI SHAHIN has been employed by Lincoln Park Savings in
various capacities since 1981. She has served as Vice President responsible for
operations, security and compliance and Assistant Secretary of Lincoln Park
Savings since 1986.
BOARD INDEPENDENCE
The Board of Directors consists of a majority of "independent directors"
within the meaning of the Nasdaq corporate governance listing standards. The
Board of Directors of Lincoln Park Bancorp has determined that directors Baker,
Feeney, Perrotti, Stoller and Weisbrod are each "independent" within the meaning
of the Nasdaq corporate governance listing standards (except that Mr. Feeney is
not considered independent for purposes of the Audit Committee). The Board of
Directors has adopted a policy that the independent directors of the board shall
meet in executive sessions periodically, which meetings may be held in
conjunction with regularly scheduled board meetings.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of Lincoln Park Bancorp is conducted at regular and special
meetings of the full Board of Directors and its standing committees. The Board
of Directors has established audit, compensation and nominating committees. The
Board of Directors of Lincoln Park Bancorp held 11 regular meetings and one
special meeting during the year ended December 31, 2005. No director of Lincoln
Park Bancorp attended fewer than 75% in the aggregate of the total number of
board meetings held and the total number of committee meetings on which he or
she served during fiscal 2005.
AUDIT COMMITTEE. The audit committee consists of directors Perrotti, who
serves as chairman, Baker, Stoller and Weisbrod. The audit committee meets as
needed. The audit committee meets with the internal auditor to review audit
programs and the results of audits of specific areas as well as other regulatory
compliance issues. In addition, the audit committee meets with the independent
certified public accountants on a quarterly basis to discuss the results of
operations and on an annual basis to review the results of the annual audit and
other related matters. Each member of the audit committee is "independent" as
defined in the Nasdaq corporate governance listing standards. Based on its
review of the criteria of an audit committee financial expert under the rules
adopted by the SEC, the Board of Directors does not believe that any member of
the Audit Committee qualifies as an audit committee financial expert. Lincoln
Park Bancorp's Board of Directors has adopted a written charter for the audit
committee. The audit committee of Lincoln Park Bancorp met five times during the
fiscal year ended December 31, 2005.
COMPENSATION COMMITTEE. The Board of Directors has appointed a
compensation committee, which is currently comprised of directors Baker
(Chairman) and Weisbrod. Each member of the compensation committee is considered
"independent" as defined in the Nasdaq corporate governance listing standards.
The compensation committee is responsible for recommending to the full Board the
compensation of the chief executive officer and senior management, reviewing and
administering overall compensation policy, including setting performance
measures and goals, approving benefit programs, establishing compensation of the
Board of Directors and other matters of personnel policy. The compensation
committee of Lincoln Park Bancorp met three times during 2005.
NOMINATING COMMITTEE. The nominating committee of Lincoln Park Bancorp
consists of directors Feeney (Chairman), Baker and Perrotti. Each member of the
nominating committee is considered "independent" as defined in the Nasdaq
corporate governance listing standards. The Board of Directors of Lincoln Park
Bancorp has adopted a written charter for the nominating committee, which is
available on Lincoln Park Bancorp's website at www.lincolnparksavings.com. The
nominating committee of Lincoln Park Bancorp met one time during 2005.
The functions of the nominating committee include the following:
o leading the search for individuals qualified to become members
of the Board of Directors and to select director nominees to be
presented for stockholder approval;
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o developing and recommending to the Board of Directors other
specific criteria not specified in its charter for the selection
of individuals to be considered for election or re-election to
the Board of Directors;
o adopting procedures for the submission of recommendations by
stockholders for nominees for the Board of Directors; and
o annually reviewing the adequacy of its charter and recommending
any proposed changes to the Board of Directors.
The nominating committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service.
Current members of the Board of Directors with skills and experience that are
relevant to Lincoln Park Bancorp's business and who are willing to continue in
service are first considered for re-nomination, balancing the value of
continuity of service by existing members of the Board of Directors with that of
obtaining a new perspective. In addition, the nominating committee is authorized
by its charter to engage a third party to assist in the identification of
director nominees. The nominating committee would seek to identify a candidate
who, at a minimum, satisfies the following criteria:
o the highest personal and professional ethics and integrity and
whose values are compatible with Lincoln Park Bancorp's values;
o experience and achievements that have given them the ability to
exercise and develop good business judgment;
o a willingness to devote the necessary time to the work of the
Board of Directors and its committees, which includes being
available for board and committee meetings;
o a familiarity with the communities in which Lincoln Park Bancorp
operates and/or is actively engaged in community activities;
o involvement in other activities or interests that do not create
a conflict with their responsibilities to Lincoln Park Bancorp
and its stockholders; and
o the capacity and desire to represent the balanced, best
interests of the stockholders of Lincoln Park Bancorp as a
group, and not primarily a special interest group or
constituency.
The nominating committee will also take into account whether a candidate
satisfies the criteria for "independence" under the Nasdaq corporate governance
listing standards.
PROCEDURES FOR THE NOMINATION OF DIRECTORS BY STOCKHOLDERS. The
nominating committee has adopted procedures for the submission of director
nominees by stockholders of Lincoln Park Bancorp. If a determination is made
that an additional candidate is needed for the Board of Directors, the
nominating committee will consider candidates submitted by Lincoln Park
Bancorp's stockholders. Stockholders can submit the names of qualified
candidates for director by writing to the Corporate Secretary of the Company at
31 Boonton Turnpike, Lincoln Park, New Jersey 07035. The secretary must receive
a submission not less than ninety (90) days prior to the date of Lincoln Park
Bancorp's proxy materials for the preceding year's Annual Meeting. The
submission must include the following information:
o a statement that the writer is a stockholder and is proposing a
candidate for consideration by the committee;
o the name and address of the stockholder as they appear on the
Company's books, and number of shares of the Company's common
stock that are owned beneficially by such stockholder (if the
stockholder is not a holder of record, appropriate evidence of
the stockholder's ownership will be required);
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o the name, address and contact information for the candidate, and
the number of shares of common stock of the Company that are
owned by the candidate (if the candidate is not a holder of
record, appropriate evidence of the stockholder's ownership
should be provided);
o a statement of the candidate's business and educational
experience;
o such other information regarding the candidate as would be
required to be included in the proxy statement pursuant to SEC
Regulation 14A;
o a statement detailing any relationship between the candidate and
any customer, supplier or competitor of Lincoln Park Bancorp;
o detailed information about any relationship or understanding
between the proposing stockholder and the candidate; and
o a statement that the candidate is willing to be considered and
willing to serve as a Director if nominated and elected.
A nomination submitted by a stockholder for presentation by the
stockholder at an Annual Meeting of stockholders of Lincoln Park Bancorp must
comply with the procedural and informational requirements described in Lincoln
Park Bancorp's bylaws.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS. A Lincoln Park
Bancorp stockholder who wants to communicate with the Board or with any
individual Director should write to:
Lincoln Park Bancorp
Corporate Secretary
Attention: Board Administration
31 Boonton Turnpike
Lincoln Park, NJ 07035
The letter should indicate that the author is a Lincoln Park Bancorp
stockholder and if shares are not held of record, should include appropriate
evidence of stock ownership. Depending on the subject matter, management will:
o Forward the communication to the Director or Directors to whom
it is addressed;
o Attempt to handle the inquiry directly, for example where it is
a request for information about the company or it is a
stock-related matter; or
o Not forward the communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is unduly
hostile, threatening, illegal or otherwise inappropriate.
At each Board meeting, a member of management shall present a summary of
all communications received since the last meeting that were not forwarded and
make those communications available to the Directors on request.
CODE OF ETHICS
The Board of Directors has adopted a Code of Business Conduct and Ethics
that applies to all of Lincoln Park Bancorp's officers, directors and employees,
and a Code of Ethics for the Chief Executive Officer and Senior Financial
Officers (collectively the "Codes"). The Codes are intended to promote honest
and ethical conduct, full and accurate reporting and compliance with laws. We
have previously filed a copy of the Code of Ethics with the SEC as an exhibit to
our December 31, 2004 annual report on Form 10-KSB. The Codes are available on
Lincoln Park Bancorp's website at www.lincolnparksavings.com. Amendments to and
waivers from the Code of Ethics will also be disclosed on Lincoln Park Bancorp's
website.
7
AUDIT COMMITTEE REPORT
The audit committee of Lincoln Park Bancorp operates under a written
charter adopted by the Board of Directors. The audit committee charter is
available on Lincoln Park Bancorp's website at www.lincolnparksavings.com. The
audit committee of Lincoln Park Bancorp has issued a report which states that it
has:
o reviewed and discussed with management and Lincoln Park
Bancorp's independent registered public accounting firm, Lincoln
Park Bancorp's audited consolidated financial statements for the
fiscal year ended December 31, 2005;
o discussed with the independent registered public accounting firm
the matters required to be discussed by Statement on Auditing
Standards No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as
amended; and
o received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES,
and have discussed with the independent accountants their
independence from Lincoln Park Bancorp.
Based on the review and discussions referred to above, the audit
committee recommended to the Board of Directors of Lincoln Park Bancorp that the
audited consolidated financial statements be included in Lincoln Park Bancorp's
annual report on Form 10-KSB for the fiscal year ended December 31, 2005 and be
filed with the Securities and Exchange Commission. In addition, the audit
committee approved the appointment of Beard Miller Company LLP, as the
independent registered public accounting firm for Lincoln Park Bancorp for the
fiscal year ending December 31, 2006, subject to the ratification of this
appointment by the stockholders of Lincoln Park Bancorp.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that Lincoln Park Bancorp specifically
incorporates this report by reference, and shall not otherwise be deemed filed
under such Acts.
This report has been provided by the audit committee.
Edith M. Perrotti, Chairman
David G. Baker
Stanford Stoller
William H. Weisbrod
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The common stock of Lincoln Park Bancorp is registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended. The officers
and directors of Lincoln Park Bancorp and beneficial owners of greater than 10%
of the common stock of Lincoln Park Bancorp ("10% beneficial owners") are
required to file reports on Forms 3, 4 and 5 with the Securities and Exchange
Commission disclosing beneficial ownership and changes in beneficial ownership
of the common stock of Lincoln Park Bancorp. Securities and Exchange Commission
rules require disclosure in a company's annual Proxy Statement and annual report
on Form 10-KSB of the failure of an officer, director or 10% beneficial owner of
the common stock to file a Form 3, 4 or 5 on a timely basis. Based on Lincoln
Park Bancorp's review of such ownership reports, no officer, director or 10%
beneficial owner of Lincoln Park Bancorp failed to file such ownership reports
on a timely basis for the fiscal year ended December 31, 2005.
8
EXECUTIVE COMPENSATION
Lincoln Park Bancorp has not paid any compensation to its executive
officers since its formation. However, Lincoln Park Bancorp does reimburse
Lincoln Park Savings Bank for services performed on behalf of Lincoln Park
Bancorp by its officers. Lincoln Park Bancorp does not presently anticipate
paying any compensation to such persons until it becomes actively involved in
the operation or acquisition of businesses other than Lincoln Park Savings Bank.
The following table sets forth for the fiscal years ended December 31,
2005, 2004 and 2003, certain information as to the total remuneration paid by
Lincoln Park Savings Bank to Mr. Hom (sometimes herein referred to as the "Named
Executive Officer"), who serves as President and Chief Executive Officer. No
other executive officers earned in excess of $100,000 during fiscal 2005, 2004
or 2003.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- ---------
OHTER ALL
ANNUAL RESTRICTED OTHER
NAME AND SALARY COMPENSATION STOCK OPTION/ LTIP COMPENSATION
PRINCIPAL POSITION FISCAL ($) BONUS ($) (1) AWARDS ($) SARS (#) PAYOUTS ($)
-------------------- -------- -------- --------- ------------ ----------- ---------- --------- ------------
Donald S. Hom 2005 $110,000 $2,000 -- $13,500(2) 10,000(3) $ -- $ 2,565(4)
President and Chief 2004 106,000 9,539 -- -- -- -- 6,700(4)
Executive Officer 2003 103,000 5,000 -- -- -- -- 7,100(4)
--------------------------------------------------------------
(1) Lincoln Park Savings Bank provides certain of its executive officers with
non-cash benefits and perquisites. Management believes that the aggregate
value of these benefits for fiscal 2005, 2004 and 2003, respectively, did
not, in the case of the named executive officer, exceed $50,000 or 10% of
the aggregate salary and annual bonus reported for him in the Summary
Compensation Table.
(2) Represents awards of restricted stock under the 2005 Plan with a market
value of $8.90 per share on December 22, 2005, the date of grant. Mr. Hom
received an award for 1,500 shares, which award vests in equal installments
at a rate of one-seventh per year, commencing on December 22, 2006.
(3) On December 22, 2005, pursuant to the 2005 Plan, Mr. Hom was awarded
options to purchase 10,000 shares of common stock. Such options vest in
equal installments at a rate of one-seventh per year, commencing on
December 22, 2006. The exercise price of such options is $8.90 per share,
the fair market value of the underlying shares on December 22, 2005, the
date of grant.
(4) In 2005, represents the value of 285 shares allocated under the ESOP for
Mr. Hom, and in 2004 and 2003 represents profit sharing contribution under
Lincoln Park Savings Bank's profit sharing plan.
DIRECTORS COMPENSATION
Members of the Board of Directors of Lincoln Park Bancorp do not receive
separate compensation for their service on the Board of Directors of Lincoln
Park Bancorp. Members of the audit committee, compensation committee, and
executive committee of Lincoln Park Bancorp receive $500 per committee meeting
attended.
For the fiscal year ended December 31, 2005, members of Lincoln Park
Savings Bank's Board of Directors received a fee of $1,000 for each board
meeting, subject to forfeiture of a portion of board fees of any director who is
absent from more than six meetings.
STOCK BENEFIT PLANS. Following stockholder approval of the 2005 Plan at
the Company's special meeting of stockholders in December 2005, each member of
the Board of Directors received awards pursuant to the 2005 Plan. For additional
information regarding awards to directors under such plan, see "Stock-Based
Incentive Plan."
EMPLOYEE STOCK OWNERSHIP PLAN
In connection with its reorganization and stock offering, Lincoln Park
Savings Bank adopted the Lincoln Park Savings Bank Employee Stock Ownership Plan
("ESOP") for eligible employees of Lincoln Park Bancorp and any subsidiary,
including Lincoln Park Savings Bank. Employees of Lincoln Park Bancorp and
Lincoln Park Savings Bank who have attained age 21 and who have been credited
with at least 1,000 hours of service during a twelve month period are eligible
to participate in the ESOP.
9
The ESOP borrowed funds from Lincoln Park Bancorp to purchase 34,068
shares of the common stock of Lincoln Park Bancorp. The shares of common stock
were purchased with proceeds of a $387,193 loan from Lincoln Park Bancorp. The
loan to the ESOP bears interest at prime and will be repaid principally from
Lincoln Park Savings Bank's contributions to the ESOP over a period of twenty
years. The collateral for the loan is the shares of common stock of Lincoln Park
Bancorp purchased by the ESOP. Shares purchased by the ESOP are held in a
suspense account and are released to participants' accounts as debt service
payments are made. Shares released from the ESOP are allocated to each eligible
participant's ESOP account based on the ratio of each such participant's
compensation to the total compensation of all eligible participants. Forfeitures
are reallocated among remaining participating employees and may reduce any
amount Lincoln Park Bancorp might otherwise have contributed to the ESOP. A
participant vests in 100% of his or her account balance after seven years of
credited service. In the case of a "change in control," as defined in the ESOP,
which triggers a termination of the ESOP, participants will become immediately
fully vested in their account balances. Benefits are payable upon retirement or
other separation from service. Lincoln Park Bancorp's contributions to the ESOP
are not fixed, so benefits payable under the ESOP cannot be estimated.
STOCK-BASED INCENTIVE PLAN
The Board of Directors has adopted the 2005 Lincoln Park Bancorp
Stock-Based Incentive Plan, to provide officers, employees and directors of the
Company or the Bank with additional incentives to share in the growth and
performance of the Company. The 2005 Plan was approved by stockholders on
December 22, 2005.
The 2005 Plan authorizes the issuance of up to 127,012 shares of Company
common stock pursuant to grants of incentive and non-statutory stock options,
reload options or restricted stock awards, provided that no more than 36,289
shares may be issued as restricted stock awards, and no more than 90,723 shares
may be issued pursuant to exercise of stock options.
Employees and outside directors of the Company or its subsidiaries are
eligible to receive awards under the 2005 Plan.
The 2005 Plan provides for awards in the form of stock options, reload
options ("Reload Options"), limited stock appreciation rights ("Limited Rights")
and restricted stock awards. Stock options granted under the 2005 Plan may be
either "Incentive Stock Options" as defined under Section 422 of the Code or
stock options not intended to qualify as such ("non-statutory stock options"). A
Limited Right gives the option holder the right, upon a change in control of the
Company or the Bank, to receive the excess of the market value of the shares
represented by the Limited Rights on the date exercised over the exercise price.
The Limited Rights are generally subject to the same terms and conditions as the
stock options. The Reload Options entitle the option holder, who has delivered
shares that he or she owns as payment of the exercise price for option stock, to
a new option to acquire additional shares equal in amount to the shares he or
she has traded in. Reload Options may also be granted to replace option shares
retained by the employer for payment of the option holder's withholding tax. The
option price at which additional shares of stock can be purchased by the option
holder through the exercise of a Reload Option is equal to the market value of
the previously owned stock at the time it was surrendered. The option period
during which the Reload Option may be exercised expires at the same time as that
of the original option that the holder has exercised.
Pursuant to the 2005 Plan, options to purchase 6,804 shares were granted
to each non-employee director of the Company (5 persons), and options to
purchase 10,000 shares were awarded to Donald S. Hom. All such options were
granted with an exercise price of $8.90 per share, the fair market value of the
underlying shares on the date of the award.
Pursuant to the 2005 Plan, 2,721 shares of restricted stock were awarded
to each non-employee director, and 1,500 shares of restricted stock were awarded
to Donald S. Hom. The market value per share of the Common Stock was $8.90 on
the date of the grant, and as of such date the aggregate value of the 2,721
shares awarded to each outside director was $24,217, and the 1,500 shares
awarded to Donald S. Hom was $13,350. Awards to non-employee directors vest in
equal installments at a rate of 20% per year commencing on December 22, 2006.
Awards to named executive officers vest at a rate of one-seventh per year,
commencing on December 22, 2006. Awards will be 100% vested upon termination of
employment due to death or disability, or following a change of control. The
10
total value of such shares awarded to all named executive officers and directors
at December 31, 2005 was $135,945.
Set forth below is certain information regarding options granted to the
named executive officer during 2005.
====================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
====================================================================================================================
PERCENT OF TOTAL
OPTIONS GRANTED TO
NAME OPTIONS GRANTED EMPLOYEES IN FY 2005 EXERCISE PRICE EXPIRATION DATE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Donald S. Hom 10,000 30.8% $8.90 12/22/2015
======================== ====================== ====================== ====================== ======================
No options were exercised by the named executive officer during 2005.
The following table sets forth information concerning options outstanding to the
named executive officer at December 31, 2005.
====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
====================================================================================================================
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NAME SHARES ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS AT
UPON EXERCISE REALIZED FISCAL YEAR-END FISCAL YEAR-END (1)
------------------------- --------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---------------------------- ---------------- ----------------- ------------------------- --------------------------
Donald S. Hom -- -- --/10,000 $ --/$ 1,000
============================ ================ ================= ========================= ==========================
---------------
(1) Based on a market value of $9.00 per share at December 31, 2005 and an
exercise price of $8.90.
Set forth below is information as of December 31, 2005 regarding equity
compensation plans. Other than the ESOP, the Company does not have any equity
compensation plans that were not approved by its stockholders.
====================================================================================================================
NUMBER OF SECURITIES TO BE
ISSUED UPON EXERCISE OF NUMBER OF SECURITIES
OUTSTANDING OPTIONS WEIGHTED AVERAGE REMAINING AVAILABLE FOR
PLAN AND RIGHTS EXERCISE PRICE ISSUANCE UNDER PLAN
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by stockholders................. 85,225(1) $8.90(2) 41,787(3)
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by stockholders........ -- -- --
--------------------------------------------------------------------------------------------------------------------
Total..................... 85,225(1) $8.90(2) 41,787(3)
====================================================================================================================
-------------
(1) Includes 18,705 shares of restricted stock and 66,520 options to purchase
shares of common stock awarded under the 2005 Plan.
(2) Relates to 66,520 outstanding stock options.
(3) Includes 17,584 shares of restricted stock available for future issuance
and 24,203 options to purchase shares of common stock under the 2005 Plan.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
In the ordinary course of business, Lincoln Park Savings makes loans
available to its directors, officers and employees. These loans are made in the
ordinary course of business on substantially the same terms (other than interest
rates on loans to employees), including collateral, as comparable loans to other
borrowers. Management believes that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features. Federal
regulations permit executive officers and directors to participate in loan
programs that are available to other employees, as long as the director or
executive officer is not given preferential treatment compared to other
participating employees. Loans made to directors or executive officers,
including any modification of such loans, must be approved by a majority of
independent disinterested members of the board of directors. The interest rate
on loans to directors and officers is the same as that offered to other
borrowers.
11
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PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
--------------------------------------------------------------------------------
Lincoln Park Bancorp's independent registered public accounting firm for
the year ended December 31, 2005 was Beard Miller Company LLP ("Beard Miller"),
as the successor to Radics & Co., LLC. The audit committee of Lincoln Park
Bancorp has approved the engagement of Beard Miller to be Lincoln Park Bancorp's
independent registered public accounting firm for the fiscal year ending
December 31, 2006, subject to the ratification of the engagement by Lincoln Park
Bancorp's stockholders.
At the Annual Meeting, the stockholders of Lincoln Park Bancorp will
consider and vote on the ratification of the engagement of Beard Miller for
Lincoln Park Bancorp's fiscal year ending December 31, 2006. A representative of
Beard Miller is expected to attend the Annual Meeting to respond to appropriate
questions and to make a statement if he or she so desires.
Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Beard Miller and its predecessor, Radics &
Co., LLC, during the fiscal years ended December 31, 2005 and 2004.
The aggregate fees included in the audit category were fees billed for
the fiscal years for the audit of Lincoln Park Bancorp's and/or Lincoln Park
Savings Bank's annual financial statements and for other services noted. The
aggregate fees included in each of the other categories were fees billed in the
noted fiscal years.
2005 2004
---------- ----------
Audit Fees $ 56,000 $ 124,000
Audit-Related Fees $ -- $ --
Tax Fees $ 6,000 $ 5,000
All Other Fees $ -- $ --
AUDIT FEES. Audit fees of $56,000 in fiscal 2005 included $31,000 of
fees for the audit of the consolidated financial statements of Lincoln Park
Savings and Lincoln Park Bancorp. Audit fees of $124,000 in fiscal 2004 included
$29,000 of fees for the audit of the consolidated financial statements of
Lincoln Park Savings and $95,000 of fees relating to Lincoln Park Bancorp's
initial public offering.
AUDIT-RELATED FEES. Lincoln Park Bancorp did not incur any audit-related
fees in fiscal 2005 or 2004.
TAX FEES. Tax fees of $6,000 in fiscal year 2005 and $5,000 in fiscal
year 2004 were for services related to tax compliance and tax planning.
ALL OTHER FEES. Lincoln Park Bancorp did not incur any other fees in
fiscal year 2005 or 2004.
The audit committee has considered whether the provision of non-audit
services, which relate primarily to tax consulting services rendered, is
compatible with maintaining the independence of Beard Miller. The audit
committee concluded that performing such services does not affect the
independence of Beard Miller in performing its function as the independent
registered public accounting firm of Lincoln Park Bancorp.
The audit committee's policy is to pre-approve all audit and non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. The audit committee has delegated pre-approval authority to its
chairman when expedition of services is necessary. The independent registered
public accounting firm and management are required to periodically report to the
full audit committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this
pre-approval, and the fees for the services performed to date. All of the audit
fees, audit related fees and other fees paid in 2005 were approved per the Audit
Committee's pre-approval policies. However, none of the audit fees, audit
related fees and other fees paid in 2004 were approved per the Audit Committee's
pre-approval policies (which had not been implemented at the time such fees were
paid).
12
In order to ratify the selection of Beard Miller as the independent
registered public accounting firm for the fiscal year ending December 31, 2006,
the proposal must receive at least a majority of the votes cast, without regard
to broker non-votes, either in person or by proxy, in favor of such
ratification. The audit committee of the Board of Directors recommends a vote
"FOR" the ratification of Beard Miller as the independent registered public
accounting firm for the fiscal year ending December 31, 2006.
--------------------------------------------------------------------------------
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
--------------------------------------------------------------------------------
The bylaws of Lincoln Park Bancorp provide an advance notice procedure
for certain business, or nominations to the Board of Directors, to be brought
before an Annual Meeting. For business to be properly brought before an Annual
Meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of Lincoln Park Bancorp. To be timely a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of Lincoln Park Bancorp no later than five days
before the date of the meeting. The chairman of an Annual Meeting may, if the
facts warrant, determine and declare to the meeting that certain business was
not properly brought before the meeting in accordance with the provisions of
Lincoln Park Bancorp's bylaws, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. This provision is not a limitation on any other
applicable laws and regulations.
--------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in Lincoln Park Bancorp's proxy
materials for Lincoln Park Bancorp's 2007 Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be received at Lincoln
Park Bancorp's executive office, 31 Boonton Turnpike, Lincoln Park, New Jersey
07035, no later than November 28, 2006. Any such proposals shall be subject to
the requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that the holders of the proxies will act in accordance with their best
judgment.
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by Lincoln Park
Bancorp. Lincoln Park Bancorp will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of common stock. In addition to
solicitations by mail, directors, officers and regular employees of Lincoln Park
Bancorp may solicit proxies personally or by telegraph or telephone without
additional compensation. Lincoln Park Bancorp's 2005 Annual Report to
Stockholders has been mailed to all stockholders of record as of March 17, 2006.
Any stockholder who has not received a copy of such annual report may obtain a
copy by writing Lincoln Park Bancorp at the address below. Such annual report is
not to be treated as a part of the proxy solicitation material nor as having
been incorporated herein by reference.
A COPY OF LINCOLN PARK BANCORP'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2005, WILL BE FURNISHED WITHOUT CHARGE TO
13
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO NANCY
M. SHAW, SECRETARY, LINCOLN PARK BANCORP, 31 BOONTON TURNPIKE, LINCOLN PARK, NEW
JERSEY 07035, OR CALL (973) 694-0330.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Nancy M. Shaw
-----------------
Nancy M. Shaw
Secretary
Lincoln Park, New Jersey
March 27, 2006
14
REVOCABLE PROXY
LINCOLN PARK BANCORP
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 2006
The undersigned hereby appoints Edith M. Perrotti and Stanford Stoller,
with full powers of substitution to act as attorneys and proxies for the
undersigned to vote all shares of common stock of Lincoln Park Bancorp (the
"Company") that the undersigned is entitled to vote at the 2006 Annual Meeting
of Stockholders ("Meeting") to be held at the Lincoln Park PAL Community Center,
located at 10 Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m.,
local time, on April 20, 2006. The proxy holders are authorized to cast all
votes to which the undersigned is entitled as follows:
VOTE FOR ALL
FOR WITHHELD EXCEPT
--- -------- ------
1. The election as director of the nominees [ ] [ ] [ ]
listed below (except as marked to the
contrary below) for a three-year term:
David G. Baker
John F. Feeney
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR
ANY INDIVIDUAL NOMINEE, MARK "FOR ALL
EXCEPT" AND WRITE THAT NOMINEE'S NAME ON
THE SPACE PROVIDED.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of [ ] [ ] [ ]
Beard Miller Company LLP as the
independent registered public accounting
firm for the Company for the fiscal year
ending December 31, 2006
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE-LISTED
PROPOSALS.
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later dated proxy prior to a vote
being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of notice of the Meeting, a proxy statement dated March
27, 2006, and an annual report to stockholders.
Dated: ____________, 2006 [ ] Check Box if You Plan to Attend Meeting
_________________________________ ___________________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________________ ___________________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
--------------------------------------------------------------------------------
PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
--------------------------------------------------------------------------------