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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>As Filed with the
Securities and Exchange Commission on May 26, 2004</B>


<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, DC 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" >


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></DIV>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" >


<P align="center" style="font-size: 24pt"><B>YARDVILLE NATIONAL BANCORP</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>New Jersey</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>22-2670267</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>2465 Kuser Road<BR>
Hamilton, New Jersey 08690</B><BR>
(Address of principal executive offices)



<P align="center" style="font-size: 10pt"><B>YARDVILLE NATIONAL BANCORP 2003 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS</B><BR>
(Full title of the plan)



<P align="center" style="font-size: 10pt"><B>Patrick M. Ryan<BR>
President and Chief Executive Officer<BR>
Yardville National Bancorp<BR>
2465 Kuser Road<BR>
Hamilton, New Jersey 08690</B><BR>
(Name and address of agent for service)



<P align="center" style="font-size: 10pt"><B>(609)&nbsp;585-5100</B><BR>
(Telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt">With copy to:<BR>
<B>Steven J. Feder, Esq.<BR>
Pepper Hamilton LLP<BR>
400 Berwyn Park, 899 Cassatt Road<BR>
Berwyn, PA 19312<BR>
(610)&nbsp;640-7800</B>



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">250,000 </TD>
    <TD nowrap>(1)(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right" nowrap>6,096,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right" nowrap>772.36</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>(1)</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Pursuant to </B><B>Rule 416(b)</B><B> under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this Registration Statement shall be deemed to cover an
indeterminate number of additional shares which may be necessary to adjust
the number of shares reserved for issuance pursuant to the Yardville
National Bancorp 2003 Stock Option Plan for Non-Employee Directors (the
&#147;2003 Plan&#148;) for any future stock split, stock dividend or similar
adjustments of the outstanding Common Stock, no par value, of the
Registrant (the &#147;Common Stock&#148;).</B></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>(2)</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Represents (i)&nbsp;up to 223,000 shares of Common Stock which may be issuable
upon the exercise of options to be granted in the future pursuant to the
2003 Plan, (ii)&nbsp;24,000 shares of Common Stock which are issuable upon the
exercise of options previously granted pursuant to the 2003 Plan, and
(iii)&nbsp;3,000 shares of Common Stock which have been issued upon the
exercise of options previously granted pursuant to the 2003 Plan .</B></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>(3)</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Estimated pursuant to </B><B>Rule 457(c)</B><B> and (h)&nbsp;under the Securities Act solely
for the purpose of calculating the registration fee on the basis of: (i)
the average of the high and low sales prices of shares of Common Stock on
the Nasdaq National Market on May&nbsp;25, 2004 of
$24.96 with respect to the
223,000 shares subject to future grant under the 2003 Plan and the 3,000
shares which have been issued upon the exercise of options previously
granted pursuant to the 2003 Plan, and (ii)&nbsp;the weighted average of the option
exercise price of
$18.96 with respect to outstanding options to purchase
24,000 shares.</B></TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), to register (i)&nbsp;up to 223,000 shares of its no par value
common stock (the &#147;Common Stock&#148;) which may be issuable upon the exercise of
options to be granted in the future pursuant to the Yardville National Bancorp
2003 Stock Option Plan for Non-Employee Directors (the &#147;2003 Plan&#148;), (ii)
24,000 shares of Common Stock which are issuable upon the exercise of options
previously granted pursuant to the 2003 Plan, and (iii)&nbsp;3,000 shares of Common
Stock which have been issued upon the exercise of options previously granted
pursuant to the 2003 Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement also includes a prospectus (the &#147;Reoffer
Prospectus&#148;) prepared in accordance with General Instruction C of Form S-8 and
in accordance with the requirements of Part&nbsp;I of Form S-3. This Reoffer
Prospectus may be used for reofferings or resales on a continuous or delayed
basis in the future of 3,000 shares of Common Stock that constitute &#147;restricted
securities&#148; that have been issued by the Registrant to the selling shareholder
pursuant to the 2003 Plan.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8
will be sent or given to participants in the 2003 Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).
Such documents are not being filed with the Securities and Exchange Commission,
but constitute, along with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in Item&nbsp;3 of
Part&nbsp;II of this Registration Statement, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference to the
information that is incorporated). Requests should be directed to Yardville
National Bancorp, 2465 Kuser Road, Hamilton, New Jersey 08690, Attention:
Secretary; telephone number (609)&nbsp;585-5100.

<P align="left" style="font-size: 10pt">NOTE: The Reoffer Prospectus referred to in the Explanatory Note follows this
page.



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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>3,000 SHARES</B>



<P align="center" style="font-size: 10pt"><IMG src="w97765w9776500.gif" alt="(YNB LOGO)">



<P align="center" style="font-size: 10pt"><B>COMMON STOCK</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to 3,000 shares of our common stock which may be
offered and resold from time to time by the selling shareholder identified on
page 7 of this prospectus. We issued the 3,000 shares to the selling
shareholder upon the exercise of options granted to him under the Yardville
National Bancorp 2003 Stock Option Plan for Non-Employee Directors (the &#147;2003
Plan&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholder, or his pledgees, donees, transferees or other
successors-in-interest, may offer the common stock through public or private
transactions, at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. The selling shareholder will
receive all of the net proceeds from the sale of the shares. We will not
receive any proceeds from the sale of the shares. All costs, expenses and fees
in connection with the registration of the shares offered hereby will be borne
by us. Brokerage commissions and similar selling expenses, if any, attributable
to the sale of shares will be borne by the selling shareholder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the Nasdaq National Market under the symbol
&#147;YANB.&#148; On May 25, 2004, the last sale price of our common stock as reported
by the Nasdaq National Market was $25.34 per share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Investing in our common stock involves significant risks. You should read
the &#147;Risk Factors&#148; section beginning on page 1 of this prospectus before
investing.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Neither the Securities and Exchange Commission nor any state securities
commission or regulatory body has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>These securities are not deposits or accounts or obligations of any bank
and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.</I></B>


<P align="center" style="font-size: 10pt"><B>The date of this
Prospectus is May 26, 2004</B>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV align="left">
<A name="tocpage"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
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<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">ABOUT THIS PROSPECTUS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">i</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">THE COMPANY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">SELLING SHAREHOLDER </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">WHERE YOU CAN FIND MORE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

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<A name="101"></A>
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<P align="center" style="font-size: 10pt"><B>ABOUT THIS PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in this prospectus or
incorporated by reference into this prospectus. We have not authorized any
other person to provide you with different information. The information
contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any
sale of common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, nor shall there be any sale of these shares by any person in
any jurisdiction in which it is unlawful for that person to make such an offer,
solicitation or sale.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sometimes refer to Yardville National Bancorp as &#147;YNB&#148; or the &#147;Company&#148;
and The Yardville National Bank as the &#147;Bank.&#148; To understand this offering
fully, you should read this entire document carefully, including particularly
the &#147;Risk Factors&#148; section, as well as the documents identified in the section
titled &#147;Where You Can Find More Information.&#148;


<P align="center" style="font-size: 10pt">-i-



<P align="center" style="font-size: 10pt">&nbsp;
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<DIV align="left">
<A name="102"></A>
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<P align="center" style="font-size: 10pt"><B>THE COMPANY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a registered financial holding company headquartered in Mercer
County, New Jersey with total assets of $2.57&nbsp;billion, total deposits of $1.61
billion and total stockholders&#146; equity of $152.0&nbsp;million at March&nbsp;31, 2004. We
conduct a general commercial and retail banking business through our principal

operating subsidiary, The Yardville National Bank, which commenced operations
as a commercial bank in 1925. We provide a broad range of lending, deposit and
other financial products and services with an emphasis on commercial real
estate and commercial and industrial lending to small to mid-sized businesses
and individuals. Our existing and target markets are located in the corridor
between New York City and Philadelphia. We currently operate 22 full-service
branches, including 14 branches in our primary market of Mercer County. Over
the past several years, as part of our retail strategy, we have expanded into
the demographically attractive markets of Hunterdon, Somerset and Middlesex
Counties in New Jersey and completed the first branch acquisition in our
history in Mercer County in 2003.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal and executive offices are located at 2465 Kuser Road,
Hamilton, New Jersey 08690. Our telephone number is (609)&nbsp;585-5100 and our
website address is www.ynb.com.

<DIV align="left">
<A name="103"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the risk factors listed below. These risk
factors may cause our future earnings or our financial condition to be less
favorable than we expect. This list includes only the risk factors that we
believe are most important and is not a complete list of risks. Other risks may
be significant, and the risks listed below may affect us to a greater extent
than indicated. You should read this section together with the other
information in this prospectus and the documents that are incorporated into
this prospectus by reference.

<P align="left" style="font-size: 10pt"><I>We may not be able to continue to grow our business, which may adversely impact
our results of operations.</I>


<P align="left" style="font-size: 10pt">During the last five years, our total assets have grown substantially from
$1.12&nbsp;billion at December&nbsp;31, 1999 to $2.43&nbsp;billion at December&nbsp;31, 2003 and
$2.57&nbsp;billion at March&nbsp;31, 2004. Our business strategy calls for continued
expansion, but we do not anticipate growth to continue at this rate. Our
ability to continue to grow depends, in part, upon our ability to open new
branch locations, successfully attract deposits to existing and new branches
and identify favorable loan and investment opportunities. In the event that we
do not continue to grow, our results of operations could be adversely impacted.


<P align="left" style="font-size: 10pt">W<I>e may not be able to manage our growth, which may adversely impact our
financial results.</I>


<P align="left" style="font-size: 10pt">As part of our expansion strategy, we plan to open new branches in our existing
and target markets. However, we may be unable to identify attractive locations
on terms favorable to us or to hire qualified management to operate the new
branches, and the organizational and overhead costs may be greater than we
anticipated. In addition, we may not be able to obtain the regulatory approvals
necessary to open new branches. The new branches may take longer than expected
to reach profitability, and we cannot assure you they will become profitable.
The additional costs of starting new branches may adversely impact our
financial results.


<P align="left" style="font-size: 10pt">Our ability to manage growth successfully will depend on whether we can
continue to fund this growth while maintaining cost controls and asset quality,
as well as on factors beyond our control, such as national and regional
economic conditions and interest rate trends. If we are not able to control
costs and maintain asset quality, such growth could adversely impact our
earnings and financial condition.




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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><I>The Company&#146;s continued pace of growth may require it to raise additional
capital in the future, but that capital may not be available when it is needed.</I>


<P align="left" style="font-size: 10pt">The Company is required by Federal regulatory authorities to maintain adequate
levels of capital to support its operations. The Company anticipates that
existing capital resources will satisfy its capital requirements for the
foreseeable future. However, the Company may at some point need to raise
additional capital to support continued growth. The Company&#146;s ability to raise
additional capital, if needed, will depend on conditions in the capital markets
at that time, which are outside the Company&#146;s control, and on its financial
performance. Accordingly, the Company cannot assure you of its ability to raise
additional capital if needed or on terms acceptable to the Company. If the
Company cannot raise additional capital when needed, the ability to further
expand its operations could be materially impaired.


<P align="left" style="font-size: 10pt"><I>Our exposure to credit risk, because we focus on commercial lending, could
adversely affect our earnings and financial condition.</I>


<P align="left" style="font-size: 10pt">There are certain risks inherent in making loans. These risks include interest
rate changes over the time period in which loans may be repaid, risks resulting
from changes in the economy, risks inherent in dealing with borrowers and, in
the case of a loan backed by collateral, risks resulting from uncertainties
about the future value of the collateral.


<P align="left" style="font-size: 10pt">Commercial loans are generally viewed as having a higher credit risk than
residential real estate or consumer loans because they usually involve larger
loan balances to a single borrower and are more susceptible to a risk of
default during an economic downturn. Commercial and industrial loans and
commercial real estate loans, which comprise our commercial loan portfolio,
were 79.6% of our total loan portfolio at December&nbsp;31, 2003 and 81.2% of our
total loan portfolio at March&nbsp;31, 2004. Construction and development loans,
which are included as part of our commercial real estate loans, were 8.6% of
our total loan portfolio at December&nbsp;31, 2003 and 9.2% of our total loan
portfolio at March&nbsp;31, 2004. Construction financing typically involves a higher
degree of credit risk than commercial mortgage lending. Risk of loss on a
construction loan depends largely on the accuracy of the initial estimate of
the property&#146;s value at completion of construction compared to the estimated
cost (including interest) of construction. If the estimated property value
proves to be inaccurate, the loan may be undersecured.


<P align="left" style="font-size: 10pt">Because our loan portfolio contains a significant number of commercial real
estate loans and commercial and industrial loans with relatively large
balances, the deterioration of one or a few of these loans may cause a
significant increase in nonperforming loans. An increase in nonperforming loans
could cause an increase in the provision for loan losses and an increase in
loan charge offs, which could adversely impact our results of operations and
financial condition.


<P align="left" style="font-size: 10pt"><I>Adverse economic and business conditions in our market area may have an adverse
effect on our earnings.</I>


<P align="left" style="font-size: 10pt">Substantially all of our business is with customers located within Mercer
County and contiguous counties. Generally, we make loans to small to mid-sized
businesses, most of whose success depends on the regional economy. These
businesses generally have fewer financial resources in terms of capital or
borrowing capacity than larger entities. Adverse economic and business
conditions in our market area could reduce our growth rate, affect our
borrowers&#146; ability to repay their loans and, consequently, adversely affect our
financial condition and performance. Further, we place substantial reliance on
real estate as collateral for our loan portfolio. A sharp downturn in real
estate values in our market area could leave many of our loans undersecured. If
we are required to liquidate the collateral to satisfy the debt securing a loan
during a period of reduced real estate values, our earnings could be adversely
affected.




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<P align="left" style="font-size: 10pt"><I>If our allowance for loan losses is not sufficient to cover actual loan losses,
our earnings would decrease.</I>


<P align="left" style="font-size: 10pt">In an attempt to mitigate any loan losses we may incur, we maintain an
allowance for loan losses based on, among other things, national and regional
economic conditions, and historical loss experience and delinquency trends
among loan types. However, we cannot predict loan losses with certainty and we
cannot assure you that charge offs in future periods will not exceed the
allowance for loan losses. In addition, regulatory agencies, as an integral
part of their examination process, review our allowance for loan losses and may
require additions to the allowance based on their judgment about information
available to them at the time of their examination. Factors that require an
increase in our allowance for loan losses could reduce our earnings.


<P align="left" style="font-size: 10pt"><I>Loss of our key personnel or an inability to hire and retain qualified
personnel could adversely affect our business.</I>


<P align="left" style="font-size: 10pt">Our future operating results are substantially dependent on the continued
service of Patrick M. Ryan, our President and Chief Executive Officer, Jay G.
Destribats, our Chairman of the Board, and other key personnel. The loss of the
services of Mr.&nbsp;Ryan would have a negative impact on our business because of
his lending expertise and years of industry experience. In addition, the loss
of the services of Mr.&nbsp;Ryan or Mr.&nbsp;Destribats could have a negative impact on
our business because of their business development skills and community
involvement. Our success also depends on the experience of our branch managers
and our lending officers and on their relationships with the communities they
serve. The loss of these or other key persons could negatively impact our
banking operations. Although we have employment agreements with Mr.&nbsp;Ryan, Mr.
Destribats and our other key personnel, our employees may voluntarily terminate
their employment at any time. We cannot assure you that we will be able to
retain our key personnel or attract the qualified personnel necessary for the
management of our business.


<P align="left" style="font-size: 10pt"><I>Changes in interest rates may adversely affect our earnings and financial
condition.</I>


<P align="left" style="font-size: 10pt">Our net income depends primarily upon our net interest income. Net interest
income is the difference between interest income earned on loans, investments
and other interest-earning assets and the interest expense incurred on deposits
and borrowed funds.


<P align="left" style="font-size: 10pt">Different types of assets and liabilities may react differently, and at
different times, to changes in market interest rates. We expect that we will
periodically experience &#147;gaps&#148; in the interest rate sensitivities of our assets
and liabilities. That means either our interest-bearing liabilities will be
more sensitive to changes in market interest rates than our interest-earning
assets, or vice versa. When interest-bearing liabilities mature or reprice more
quickly than interest-earning assets, an increase in market rates of interest
could reduce our net interest income. Likewise, when interest-earning assets
mature or reprice more quickly than interest-bearing liabilities, falling
interest rates could reduce our net interest income. We are unable to predict
changes in market interest rates, which are affected by many factors beyond our
control, including inflation, recession, unemployment, money supply, domestic
and international events and changes in the United States and other financial
markets.


<P align="left" style="font-size: 10pt"><I>We may not be able to successfully integrate acquisitions, which may adversely
affect our business.</I>


<P align="left" style="font-size: 10pt">We intend to consider future strategic acquisitions, some of which could be
material to us and which may include companies that are substantially
equivalent or larger in size compared to us. We continually explore and conduct
discussions with third parties regarding possible acquisitions. As of the date
of this report, we have not entered into any definitive agreement and we do not
have any definitive plans relating to any specific acquisitions.


<P align="left" style="font-size: 10pt">We will have to integrate any acquisitions into our business. The difficulties
of combining the operations, technologies and personnel of companies we acquire
include coordinating and integrating geographically




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<P align="left" style="font-size: 10pt">separated organizations and integrating personnel with diverse business
backgrounds. We may not be able to effectively manage or integrate the acquired
companies. Further, we may not be successful in implementing appropriate
operational, financial and management systems and controls to achieve the
benefits expected to result from these acquisitions. Our efforts to integrate
these businesses could be affected by a number of factors beyond our control,
such as regulatory developments, general economic conditions and increased
competition. In addition, the process of integrating these businesses could
cause an interruption of, or loss of momentum in, the activities of our
existing business and the loss of key personnel and customers. The diversion of
management&#146;s attention and any delays or difficulties encountered in connection
with the transition and integration of these businesses could negatively impact
our business and results of operations if any of the above adverse effects were
to occur. Further, the benefits that we anticipate from these acquisitions may
not be obtained.


<P align="left" style="font-size: 10pt"><I>Competition from other financial institutions in originating loans and
attracting deposits may adversely affect our profitability.</I>


<P align="left" style="font-size: 10pt">We face substantial competition in originating loans. This competition comes
principally from other banks, savings institutions, mortgage banking companies
and other lenders. Many of our competitors enjoy advantages, including greater
financial resources and higher lending limits, a wider geographic presence,
more accessible branch office locations, the ability to offer a wider array of
services or more favorable pricing alternatives, as well as lower origination
and operating costs. This competition could reduce our net income by decreasing
the number and size of loans that we originate and the interest rates we may
charge on these loans.


<P align="left" style="font-size: 10pt">In attracting deposits, we face substantial competition from other insured
depository institutions such as banks, savings institutions and credit unions,
as well as institutions offering uninsured investment alternatives, including
money market funds. Many of our competitors enjoy advantages, including greater
financial resources, more aggressive marketing campaigns and better brand
recognition and more branch locations. These competitors may offer higher
interest rates than we do, which could decrease the deposits that we attract or
require us to increase our rates to retain existing deposits or attract new
deposits. Increased deposit competition could adversely affect our ability to
generate the funds necessary for lending operations and increase our cost of
funds.


<P align="left" style="font-size: 10pt">We also compete with non-bank providers of financial services, such as
brokerage firms, consumer finance companies, insurance companies and
governmental organizations which may offer more favorable terms. Some of our
non-bank competitors are not subject to the same extensive regulations that
govern our operations. As a result, such non-bank competitors may have
advantages over us in providing certain products and services. This competition
may reduce or limit our margins on banking services, reduce our market share
and adversely affect our earnings and financial condition.


<P align="left" style="font-size: 10pt"><I>Government regulation significantly affects our business.</I>


<P align="left" style="font-size: 10pt">The banking industry is extensively regulated. Banking regulations are intended
primarily to protect depositors, consumers and the Federal Deposit Insurance
funds, not stockholders. We are subject to regulation and supervision by the
Board of Governors of the Federal Reserve System. The Bank is subject to
regulation and supervision by the Office of the Comptroller of the Currency.
Regulatory requirements affect our lending practices, capital structure,
investment practices, dividend policy and growth. The bank regulatory agencies
possess broad authority to prevent or remedy unsafe or unsound practices or
violations of law. We are subject to various regulatory capital requirements,
which involve both quantitative measures of our assets and liabilities and
qualitative judgments by regulators regarding risks and other factors. Failure
to meet minimum capital requirements or comply with other regulations could
result in actions by regulators that could adversely affect our ability to pay
dividends or otherwise adversely impact operations. In addition, changes in
laws, regulations and regulatory practices affecting the banking industry may
limit the manner in which we may conduct our business. Such changes may




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<P align="left" style="font-size: 10pt">adversely affect us, including our ability to offer new products and services,
obtain financing, attract deposits, make loans and achieve satisfactory spreads
and impose additional costs on us. As a public company, we are also subject to
the corporate governance standards set forth in the Sarbanes-Oxley Act of 2002,
as well as any rules or regulations promulgated by the United Stated Securities
and Exchange Commission (the &#147;SEC&#148;) or The Nasdaq Stock Market, Inc.
(&#147;Nasdaq&#148;).


<P align="left" style="font-size: 10pt"><I>We continually encounter technological change, and we may have fewer resources
than many of our competitors to continue to invest in technological
improvements, which could reduce our ability to effectively compete.</I>


<P align="left" style="font-size: 10pt">The financial services industry is undergoing rapid technological changes with
frequent introduction of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, upon our ability to address the needs of our
customers by using technology to provide products and services to enhance
customer convenience, as well as to create additional efficiencies in our
operations. Many of our competitors have substantially greater resources to
invest in technological improvements. We cannot assure you that we will be able
to effectively implement new technology-driven products and services, which
could reduce our ability to effectively compete.


<P align="left" style="font-size: 10pt"><I>Our hardware and software systems are vulnerable to damage that could harm our
business.</I>


<P align="left" style="font-size: 10pt">We rely upon our existing information systems for operating and monitoring all
major aspects of our business, including deposit and loan information, as well
as various internal management functions. These systems and our operations are
vulnerable to damage or interruption from natural disasters, power loss,
network failure, improper operation by our employees, security breaches,
computer viruses or intentional attacks by third parties. Any disruption in the
operation of our information systems could adversely impact our operations,
which may affect our results of operations and financial condition.


<P align="left" style="font-size: 10pt"><I>There is a limited trading market for our common stock; you may not be able to
resell your shares at or above the price you pay for them.</I>


<P align="left" style="font-size: 10pt">Although our common stock is listed for trading on the National Market of
the Nasdaq Stock Market, the trading in our common stock has substantially less
liquidity than many other companies quoted on the Nasdaq National Market. A
public trading market having the desired characteristics of depth, liquidity
and orderliness depends on the presence in the market of willing buyers and
sellers
of our common stock at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control. We cannot provide any assurance that the offering will
increase the volume of trading in our common stock.



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<DIV align="left">
<A name="104"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus and the documents incorporated by reference in this
prospectus contain express and implied statements relating to our future
financial condition, results of operations, plans, objectives, performance, and
business, which are considered forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These may include
statements that relate to, among other things, profitability, liquidity,
adequacy of the allowance for loan losses, plans for growth, interest rate
sensitivity, market risk, regulatory compliance, and financial and other goals.
Although we believe that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, we can give no assurance that
our expectations will be achieved. Actual results may differ materially from
those expected or implied as a result of certain risks and uncertainties,
including, but not limited to, the results of our efforts to implement our
retail strategy, adverse changes in our loan portfolio and the resulting credit
risk-related losses and expenses, interest rate fluctuations and other economic
conditions, continued levels of our loan quality and origination volume, our
ability to attract core deposits, continued relationships with major customers,
competition in product offerings and product pricing, adverse changes in the
economy that could increase credit-related losses and expenses, adverse changes
in the market price of our common stock, compliance with laws, regulatory
requirements and Nasdaq standards, and other risks and uncertainties detailed
from time to time in this report and our other filings with the SEC. The
Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although
forward-looking statements help to provide complete information about
us, readers should keep in mind that forward-looking statements may
not be reliable. Readers are cautioned not to place undue reliance on
the forward-looking statements.
<DIV align="left">
<A name="105"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling shareholder. We will not
receive any of the proceeds from any sale of shares by the selling shareholder.


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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="106"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SELLING SHAREHOLDER</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Kevin Tylus, the sole selling shareholder in this offering, has served
as a director of the Company and the Bank since 1992. The selling shareholder
is, and has been in the past, a customer of and
has had transactions with the Bank, and it is expected that he will
continue to have such transactions in the future. Since May&nbsp;26, 2001, the
selling shareholder has had outstanding loans from the
Bank. None of these loans were past due or on nonaccrual status as of May&nbsp;26,
2004. All deposit accounts, loans, and commitments comprising such
transactions were made in the ordinary course of business of the Bank on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and, in
the opinion of management of the Company and the Bank, did not involve more
than normal risks of collectibility or present other unfavorable features.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth, for the selling shareholder as of May&nbsp;26,
2004, the number of shares of our common stock beneficially owned by the
selling shareholder and the minimum number that may be offered by the selling
shareholder using this prospectus. We prepared this table based on the
information supplied to us by the selling shareholder. Beneficial ownership is
calculated based upon requirements of the SEC and is not necessarily indicative
of beneficial ownership for any other purpose. The table is based on 10,642,662&nbsp;shares of our common stock outstanding as of May&nbsp;26, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), the registration statement of which this prospectus is a
part also covers any additional shares of our common stock which become
issuable in connection with such shares because of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of our common stock. We do not know when or in what amounts
the selling shareholder may offer shares for sale. The selling shareholder may
not sell all or any of the shares offered by this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholder may in the future acquire additional options under
the 2003 Plan, and may acquire shares of Common Stock upon exercise of those
options, and he may sell those additional shares using this prospectus. Because
the selling shareholder may from time to time offer all or some of the shares
pursuant to this offering, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares
that will be held by the selling shareholder after completion of the offering,
we cannot estimate the number of the shares that will be held by the selling
shareholder after completion of the offering. However, for purposes of the
table below, we have assumed that, after completion of the offering, none of
the shares covered by this prospectus as of the date of this prospectus will be
held by the selling shareholder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus may be amended or supplemented from time to time to add
selling shareholders to or delete the names of selling shareholders from the
following list or to otherwise amend or supplement the information in the table
set forth below.


<P align="center" style="font-size: 10pt">-7-
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Common Stock to be</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Prior to May __, 2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>After Offering</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>that may</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>be Offered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">F. Kevin Tylus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">195,668</TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.87</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">192,668</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.87</TD>
    <TD nowrap>%</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes (i)&nbsp;3,000 shares subject to options granted under the 2003 Plan
exercisable within sixty (60)&nbsp;days of May&nbsp;26, 2004, (ii)&nbsp;15,785 shares
held jointly with Mr.&nbsp;Tylus&#146; spouse, (iii)&nbsp;125,408 shares owned by Mr.
Tylus&#146; spouse as to which Mr.&nbsp;Tylus disclaims beneficial ownership, and
(iv)&nbsp;6,660 shares held by Mr.&nbsp;Tylus as custodian for his children.</TD>
</TR>

</TABLE>

<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholder. The term &#147;selling shareholder&#148; includes
partners, pledgees, donees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from the selling shareholder
as a pledge, gift, partnership or similar distribution or other non-sale
related transfer. To the extent required, we may amend and supplement this
prospectus from time to time to describe a specific plan of distribution.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
shareholder may make these sales at prices and under terms then prevailing or
at prices related to the then current market price. The selling shareholder may
also make sales in negotiated transactions, including pursuant to one or more
of the following methods:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the
broker solicits purchasers;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one or more block trades in which the broker-dealer will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an over-the-counter distribution in accordance with the rules of
The Nasdaq National Market;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through brokers pursuant to pre-arranged sales plans intended to
qualify under Rule&nbsp;10b5-1 of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;); and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in privately negotiated transactions.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with distributions of the shares or otherwise, the selling
shareholder may:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell the shares short and redeliver the shares to close out such
short positions;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into option or other transactions with broker-dealers or
other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pledge shares to a broker-dealer or other financial institution,
which, upon a default, they may in turn resell.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling shareholder may sell all or a portion of the
shares that qualify for sale pursuant to Rule&nbsp;144 and 145 of the Securities Act
rather than pursuant to this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the shares may be listed or quoted,
including block trading in negotiated transactions.


<P align="center" style="font-size: 10pt">-8-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Without limiting the foregoing, such brokers may act as dealers by purchasing
any or all of the shares covered by this prospectus, either as agents for
others or as principals for their own accounts, and reselling such shares
pursuant to this prospectus. The selling shareholder may effect such
transactions directly, or indirectly through underwriters, broker-dealers or
agents acting on their behalf. In effecting sales, broker-dealers or agents
engaged by the selling shareholder may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions, discounts or
concessions from the selling shareholder, in amounts to be negotiated
immediately prior to the sale.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In offering the shares covered by this prospectus, the selling
shareholder, and any broker-dealers and any other participating broker-dealers
who execute sales for the selling shareholder, may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act in connection with
these sales. Any profits realized by the selling shareholder and the
compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with the securities laws of certain states, the shares
must be sold in those states only through registered or licensed brokers or
dealers. In addition, in certain states the shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and
is complied with.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the selling shareholder that the anti-manipulation rules
of Regulation&nbsp;M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling shareholder and his affiliates. In
addition, we will make copies of this prospectus available to the selling
shareholder for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling shareholder may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All costs, expenses and fees in connection with the registration of the
shares offered hereby will be borne by us. Brokerage commissions and similar
selling expenses, if any, attributable to the sale of shares will be borne by
the selling shareholder.

<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of our common stock offered by this prospectus
will be passed upon for us by Pepper Hamilton LLP, Philadelphia, Pennsylvania.

<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of YNB and its subsidiaries as of
December&nbsp;31, 2003 and 2002, and for each of the years in the three-year period
ended December&nbsp;31, 2003, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, an independent registered
public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

<DIV align="left">
<A name="110"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Securities and Exchange Commission a registration
statement on Form S-8, of which this prospectus is a part, under the
Securities Act, with respect to the shares of common stock offered pursuant to
this prospectus. As allowed by SEC rules, this prospectus does not contain all
the information you can find in the Registration Statement or the exhibits to
that Registration Statement. Statements contained in this prospectus concerning
the provisions of any document are not necessarily complete. You should refer
to the copies of those documents filed as exhibits to the registration
statement or otherwise filed by us with the Securities and Exchange Commission
for a more complete understanding of the matters involved. Each statement
concerning those documents is qualified in its


<P align="center" style="font-size: 10pt">-9-
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">entirety by such reference.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to the informational requirements of the Exchange Act.
In accordance with the Exchange Act, we file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information that we file with the SEC at the SEC&#146;s public reference room at 450
Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. The SEC maintains a
website at &#147;www.sec.gov&#148; that contains reports, proxy and information
statements, and other information regarding companies that file electronically
with the SEC, including YNB. You may also find copies of reports, proxy and
information statements we file electronically with the SEC
under &#147;Investor Relations&#148; from our internet website at http://www.ynb.com.

<DIV align="left">
<A name="111"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC regulations allow us to &#147;incorporate by reference&#148; information
into this prospectus, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered part of this prospectus.
Information incorporated by reference from earlier documents is superseded by
information set forth herein and information that has been incorporated by
reference from more recent documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by YNB with the SEC are incorporated in this
prospectus by reference:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the fiscal year ended December
31, 2003 filed on March&nbsp;15, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The information required by Part&nbsp;III, Items 10 through 14, of Form
10-K, which is incorporated by reference to our definitive proxy
statement for our 2004 annual meeting of shareholders
filed on May&nbsp;6, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31,
2004, filed on May&nbsp;10, 2004; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Registration Statement on Form 8-A filed on May&nbsp;17, 1995
describing the terms, rights and provisions applicable to the common
stock, including any amendments or reports filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all of the shares of the our common stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You can obtain any of the documents incorporated by reference from the SEC
or the SEC&#146;s Internet web site as described above. Documents incorporated by
reference also are available from us without charge, including any exhibits
specifically incorporated by reference therein. You may obtain documents
incorporated by reference in this prospectus by requesting them in writing or
by telephone from YNB at the following address:


<P align="center" style="font-size: 10pt">-10-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Mr. Stephen F. Carman</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vice President and Treasurer</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Yardville National Bancorp<BR>
2465 Kuser Road</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Hamilton, NJ 08690</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Telephone: (609)&nbsp;585-5100</DIV></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus is dated May&nbsp;26, 2004. You should not assume that the information
contained in this prospectus is accurate as of any date other than that date.


<P align="center" style="font-size: 10pt">-11-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">









<P align="center" style="font-size: 10pt"><B>3,000 SHARES</B>



<P align="center" style="font-size: 10pt"><IMG src="w97765w9776500.gif" alt="(YNB LOGO)">



<P align="center" style="font-size: 10pt"><B>YARDVILLE NATIONAL BANCORP</B>



<P align="center" style="font-size: 10pt"><B>Common Stock</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%">



<P align="center" style="font-size: 10pt"><B>PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%">




<P align="center" style="font-size: 10pt">May 26, 2004









<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Securities and
Exchange Commission (the &#147;Commission) are incorporated in this prospectus by
reference:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the fiscal year
ended December&nbsp;31, 2003 filed on March&nbsp;15, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The information required by Part&nbsp;III, Items 10 through
14, of Form 10-K, which is incorporated by reference to our
definitive proxy statement for our 2004 annual meeting of
shareholders filed on May&nbsp;6, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarter ended
March&nbsp;31, 2004, filed on May&nbsp;10, 2004; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Registration Statement on Form 8-A filed on May&nbsp;17,
1995 describing the terms, rights and provisions applicable to
the common stock, including any amendments or reports filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), prior to the filing of a post-effective amendment to this
registration statement which indicates that all of the shares of the our common
stock offered have been sold or which deregisters all such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You can obtain any of the documents incorporated by reference from the
Commission or the Commission&#146;s Internet website maintained by the Commission at
&#147;www.sec.gov.&#148; Documents incorporated by reference also are available from us
without charge, including any exhibits specifically incorporated by reference
therein. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone from the Company at the following
address:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Mr. Stephen F. Carman</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vice President and Treasurer</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Yardville National Bancorp</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2465 Kuser Road</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Hamilton, NJ 08690</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Telephone: (609)&nbsp;585-5100</DIV></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Statutory Indemnification</I>. We refer you to Section&nbsp;14A:3-5 of the New
Jersey Business Corporation Act, as amended (the &#147;Act&#148;), which sets forth the
extent to which a corporation may indemnify its directors, officers, employees
and agents. More specifically, such law empowers a corporation to indemnify a
corporate agent against his or her expenses and liabilities incurred in
connection with any proceeding (other than a derivative law suit) involving the
corporate agent by reason of his or her being or having been a corporate agent
if (a)&nbsp;the corporate agent acted in good faith or in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and (b)&nbsp;with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his or her conduct was unlawful. For
purposes of such law, the term &#147;corporate agent&#148; means any person who is or was
a director, officer, employee or agent of the indemnifying corporation or of
any constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent. For purposes of this section, &#147;proceeding&#148; means
any pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit, or proceeding, and any appeal therein and any inquiry
or investigation which could lead to such action, suit or proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to any derivative action, the corporation is empowered to
indemnify a corporate agent against his or her expenses (but not his or her
liabilities) incurred in connection with any proceeding involving the corporate
agent by reason of his or her being or having been a corporate agent if the
agent acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation. However, only a
court can empower a corporation to indemnify a corporate agent against expenses
with respect to any claim, issue or matter as to which the agent was adjudged
liable to the corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The corporation may indemnify a corporate agent against his or her
expenses in a specific case under Section&nbsp;14A:3-5(2) of the Act and, unless
ordered by a court, under Section&nbsp;14A:3-5(3) of the Act if a determination is
made by any of the following that the applicable standard of conduct was met by
such corporate agent: (i)&nbsp;the Board of Directors, or a committee thereof,
acting by a majority vote of a quorum consisting of disinterested directors;
(ii)&nbsp;by independent legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make the
determination; or (iii)&nbsp;by the shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A corporate agent is entitled to mandatory indemnification to the extent
that the agent is successful on the merits or otherwise in any proceeding, or
in defense of any claim, issue or matter in the proceeding. If a corporation
fails or refuses to indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant him or her the
requested indemnification. In advance of the final disposition of a
proceeding, the Board of Directors may direct the corporation to pay an agent&#146;s
expenses if the agent agrees to repay the expenses in the event that it is
ultimately determined that he or she is not entitled to indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification and advancement of expenses provided by or granted
pursuant to the statute do not exclude any other rights, including the right to
be indemnified against liabilities and expenses incurred in proceedings by or
in the right of the corporation, to which a corporate agent may be entitled
under a certificate of incorporation, by-law, agreement, vote of shareholders,
or otherwise; provided that no indemnification may be made to or on behalf of a
corporate agent if a judgment or other final


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">adjudication adverse to the corporate agent establishes that his acts or
omissions (a)&nbsp;were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in Section&nbsp;14A:2-7(3) of the Act, (b)&nbsp;were not in good
faith or involved a knowing violation of law or (c)&nbsp;resulted in receipt by the
corporate agent of an improper personal benefit.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification Pursuant to Restated Certificate of Incorporation of the
Registrant. </I>In accordance with the foregoing statutory provision, Article&nbsp;VI
of our Restated Certificate of Incorporation provides as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;The Corporation shall indemnify its officers, directors, employees, and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys&#146;
fees, judgments, fines, and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity; and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall
have the power to purchase and maintain insurance on behalf of any persons
enumerated above against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether or not the
Corporation could have the power to indemnify him against such liability under
the provisions under this Article&nbsp;VI.&#148;


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7.Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as part of this Registration Statement:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yardville National Bancorp 2003 Stock Option Plan for Non-Employee Directors.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Pepper Hamilton LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Pepper Hamilton LLP (included in Exhibit&nbsp;5.1 hereto).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Incorporated by reference to the Company&#146;s Definitive Proxy Statement on
Schedule&nbsp;14A filed on April&nbsp;30, 2003.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes as follows:


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20&nbsp;percent
change in the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i)&nbsp;and (ii)&nbsp;above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or 15(d) of the Securities
Act that are incorporated by reference in this Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby also undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan&#146;s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton Township, State of New Jersey, on May&nbsp;26, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">YARDVILLE NATIONAL BANCORP</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Patrick M. Ryan</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Patrick M. Ryan</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Patrick M. Ryan and Stephen F. Carman,
and each or any of them, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their, his/her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Patrick M. Ryan
<HR size="1" noshade>
Patrick M. Ryan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director, President
and Chief Executive
Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Stephen F. Carman
<HR size="1" noshade>
Stephen F. Carman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President,
Treasurer, Principal
Financial Officer and
Principal Accounting
Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jay G. Destribats
<HR size="1" noshade>
Jay G. Destribats
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Elbert G. Basolis, Jr.
<HR size="1" noshade>
Elbert G. Basolis, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Lorraine Buklad
<HR size="1" noshade>
Lorraine Buklad
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Anthony M. Giampetro, M.D.
<HR size="1" noshade>
Anthony M. Giampetro, M.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Sidney L. Hofing
<HR size="1" noshade>
Sidney L. Hofing
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gilbert W. Lugossy
<HR size="1" noshade>
Gilbert W. Lugossy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Samuel Marrazzo
<HR size="1" noshade>
Samuel Marrazzo

</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Louis R. Matlack, Ph.D.
<HR size="1" noshade>
Louis R. Matlack, Ph.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Martin Tuchman
<HR size="1" noshade>
Martin Tuchman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">F. Kevin Tylus
<HR size="1" noshade>
F. Kevin Tylus
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Christopher S. Vernon
<HR size="1" noshade>
Christopher S. Vernon
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May&nbsp;26, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Document</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Yardville National Bancorp 2003 Stock Option Plan for Non-Employee Directors.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Pepper Hamilton LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Pepper Hamilton LLP (included in Exhibit&nbsp;5.1 hereto).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Incorporated by reference to the Company&#146;s Definitive Proxy Statement on
Schedule&nbsp;14A filed on April&nbsp;30, 2003.





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
</HTML>
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sv8
Table of Contents
As Filed with the
Securities and Exchange Commission on May 26, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YARDVILLE NATIONAL BANCORP
(Exact name of registrant as specified in charter)
New Jersey
22-2670267
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
2465 Kuser Road
Hamilton, New Jersey 08690
(Address of principal executive offices)
YARDVILLE NATIONAL BANCORP 2003 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Patrick M. Ryan
President and Chief Executive Officer
Yardville National Bancorp
2465 Kuser Road
Hamilton, New Jersey 08690
(Name and address of agent for service)
(609) 585-5100
(Telephone number, including area code, of agent for service)
With copy to:
Steven J. Feder, Esq.
Pepper Hamilton LLP
400 Berwyn Park, 899 Cassatt Road
Berwyn, PA 19312
(610) 640-7800
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered
Share
Price
Registration Fee
Common Stock
250,000
(1)(2)
(3
)
$
6,096,000
$
772.36
(1)
Pursuant to
Rule 416(b)
under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminate number of additional shares which may be necessary to adjust
the number of shares reserved for issuance pursuant to the Yardville
National Bancorp 2003 Stock Option Plan for Non-Employee Directors (the
"2003 Plan") for any future stock split, stock dividend or similar
adjustments of the outstanding Common Stock, no par value, of the
Registrant (the "Common Stock").
(2)
Represents (i) up to 223,000 shares of Common Stock which may be issuable
upon the exercise of options to be granted in the future pursuant to the
2003 Plan, (ii) 24,000 shares of Common Stock which are issuable upon the
exercise of options previously granted pursuant to the 2003 Plan, and
(iii) 3,000 shares of Common Stock which have been issued upon the
exercise of options previously granted pursuant to the 2003 Plan .
(3)
Estimated pursuant to
Rule 457(c)
and (h) under the Securities Act solely
for the purpose of calculating the registration fee on the basis of: (i)
the average of the high and low sales prices of shares of Common Stock on
the Nasdaq National Market on May 25, 2004 of
$24.96 with respect to the
223,000 shares subject to future grant under the 2003 Plan and the 3,000
shares which have been issued upon the exercise of options previously
granted pursuant to the 2003 Plan, and (ii) the weighted average of the option
exercise price of
$18.96 with respect to outstanding options to purchase
24,000 shares.
Table of Contents
EXPLANATORY NOTE
The Registrant has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register (i) up to 223,000 shares of its no par value
common stock (the "Common Stock") which may be issuable upon the exercise of
options to be granted in the future pursuant to the Yardville National Bancorp
2003 Stock Option Plan for Non-Employee Directors (the "2003 Plan"), (ii)
24,000 shares of Common Stock which are issuable upon the exercise of options
previously granted pursuant to the 2003 Plan, and (iii) 3,000 shares of Common
Stock which have been issued upon the exercise of options previously granted
pursuant to the 2003 Plan.
This Registration Statement also includes a prospectus (the "Reoffer
Prospectus") prepared in accordance with General Instruction C of Form S-8 and
in accordance with the requirements of Part I of Form S-3. This Reoffer
Prospectus may be used for reofferings or resales on a continuous or delayed
basis in the future of 3,000 shares of Common Stock that constitute "restricted
securities" that have been issued by the Registrant to the selling shareholder
pursuant to the 2003 Plan.
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the 2003 Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Securities and Exchange Commission,
but constitute, along with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in Item 3 of
Part II of this Registration Statement, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference to the
information that is incorporated). Requests should be directed to Yardville
National Bancorp, 2465 Kuser Road, Hamilton, New Jersey 08690, Attention:
Secretary; telephone number (609) 585-5100.
NOTE: The Reoffer Prospectus referred to in the Explanatory Note follows this
page.
-i-
Table of Contents
REOFFER PROSPECTUS
3,000 SHARES
COMMON STOCK
This prospectus relates to 3,000 shares of our common stock which may be
offered and resold from time to time by the selling shareholder identified on
page 7 of this prospectus. We issued the 3,000 shares to the selling
shareholder upon the exercise of options granted to him under the Yardville
National Bancorp 2003 Stock Option Plan for Non-Employee Directors (the "2003
Plan").
The selling shareholder, or his pledgees, donees, transferees or other
successors-in-interest, may offer the common stock through public or private
transactions, at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. The selling shareholder will
receive all of the net proceeds from the sale of the shares. We will not
receive any proceeds from the sale of the shares. All costs, expenses and fees
in connection with the registration of the shares offered hereby will be borne
by us. Brokerage commissions and similar selling expenses, if any, attributable
to the sale of shares will be borne by the selling shareholder.
Our common stock is listed on the Nasdaq National Market under the symbol
"YANB." On May 25, 2004, the last sale price of our common stock as reported
by the Nasdaq National Market was $25.34 per share.
Investing in our common stock involves significant risks. You should read
the "Risk Factors" section beginning on page 1 of this prospectus before
investing.
Neither the Securities and Exchange Commission nor any state securities
commission or regulatory body has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
These securities are not deposits or accounts or obligations of any bank
and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
The date of this
Prospectus is May 26, 2004
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
i
THE COMPANY
1
RISK FACTORS
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
6
USE OF PROCEEDS
6
SELLING SHAREHOLDER
7
PLAN OF DISTRIBUTION
8
LEGAL MATTERS
9
EXPERTS
9
WHERE YOU CAN FIND MORE INFORMATION
9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
10
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus or
incorporated by reference into this prospectus. We have not authorized any
other person to provide you with different information. The information
contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any
sale of common stock.
This prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, nor shall there be any sale of these shares by any person in
any jurisdiction in which it is unlawful for that person to make such an offer,
solicitation or sale.
We sometimes refer to Yardville National Bancorp as "YNB" or the "Company"
and The Yardville National Bank as the "Bank." To understand this offering
fully, you should read this entire document carefully, including particularly
the "Risk Factors" section, as well as the documents identified in the section
titled "Where You Can Find More Information."
-i-
Table of Contents
THE COMPANY
We are a registered financial holding company headquartered in Mercer
County, New Jersey with total assets of $2.57 billion, total deposits of $1.61
billion and total stockholders' equity of $152.0 million at March 31, 2004. We
conduct a general commercial and retail banking business through our principal

operating subsidiary, The Yardville National Bank, which commenced operations
as a commercial bank in 1925. We provide a broad range of lending, deposit and
other financial products and services with an emphasis on commercial real
estate and commercial and industrial lending to small to mid-sized businesses
and individuals. Our existing and target markets are located in the corridor
between New York City and Philadelphia. We currently operate 22 full-service
branches, including 14 branches in our primary market of Mercer County. Over
the past several years, as part of our retail strategy, we have expanded into
the demographically attractive markets of Hunterdon, Somerset and Middlesex
Counties in New Jersey and completed the first branch acquisition in our
history in Mercer County in 2003.
Our principal and executive offices are located at 2465 Kuser Road,
Hamilton, New Jersey 08690. Our telephone number is (609) 585-5100 and our
website address is www.ynb.com.
RISK FACTORS
You should carefully consider the risk factors listed below. These risk
factors may cause our future earnings or our financial condition to be less
favorable than we expect. This list includes only the risk factors that we
believe are most important and is not a complete list of risks. Other risks may
be significant, and the risks listed below may affect us to a greater extent
than indicated. You should read this section together with the other
information in this prospectus and the documents that are incorporated into
this prospectus by reference.
We may not be able to continue to grow our business, which may adversely impact
our results of operations.
During the last five years, our total assets have grown substantially from
$1.12 billion at December 31, 1999 to $2.43 billion at December 31, 2003 and
$2.57 billion at March 31, 2004. Our business strategy calls for continued
expansion, but we do not anticipate growth to continue at this rate. Our
ability to continue to grow depends, in part, upon our ability to open new
branch locations, successfully attract deposits to existing and new branches
and identify favorable loan and investment opportunities. In the event that we
do not continue to grow, our results of operations could be adversely impacted.
W
e may not be able to manage our growth, which may adversely impact our
financial results.
As part of our expansion strategy, we plan to open new branches in our existing
and target markets. However, we may be unable to identify attractive locations
on terms favorable to us or to hire qualified management to operate the new
branches, and the organizational and overhead costs may be greater than we
anticipated. In addition, we may not be able to obtain the regulatory approvals
necessary to open new branches. The new branches may take longer than expected
to reach profitability, and we cannot assure you they will become profitable.
The additional costs of starting new branches may adversely impact our
financial results.
Our ability to manage growth successfully will depend on whether we can
continue to fund this growth while maintaining cost controls and asset quality,
as well as on factors beyond our control, such as national and regional
economic conditions and interest rate trends. If we are not able to control
costs and maintain asset quality, such growth could adversely impact our
earnings and financial condition.
-1-
Table of Contents
The Company's continued pace of growth may require it to raise additional
capital in the future, but that capital may not be available when it is needed.
The Company is required by Federal regulatory authorities to maintain adequate
levels of capital to support its operations. The Company anticipates that
existing capital resources will satisfy its capital requirements for the
foreseeable future. However, the Company may at some point need to raise
additional capital to support continued growth. The Company's ability to raise
additional capital, if needed, will depend on conditions in the capital markets
at that time, which are outside the Company's control, and on its financial
performance. Accordingly, the Company cannot assure you of its ability to raise
additional capital if needed or on terms acceptable to the Company. If the
Company cannot raise additional capital when needed, the ability to further
expand its operations could be materially impaired.
Our exposure to credit risk, because we focus on commercial lending, could
adversely affect our earnings and financial condition.
There are certain risks inherent in making loans. These risks include interest
rate changes over the time period in which loans may be repaid, risks resulting
from changes in the economy, risks inherent in dealing with borrowers and, in
the case of a loan backed by collateral, risks resulting from uncertainties
about the future value of the collateral.
Commercial loans are generally viewed as having a higher credit risk than
residential real estate or consumer loans because they usually involve larger
loan balances to a single borrower and are more susceptible to a risk of
default during an economic downturn. Commercial and industrial loans and
commercial real estate loans, which comprise our commercial loan portfolio,
were 79.6% of our total loan portfolio at December 31, 2003 and 81.2% of our
total loan portfolio at March 31, 2004. Construction and development loans,
which are included as part of our commercial real estate loans, were 8.6% of
our total loan portfolio at December 31, 2003 and 9.2% of our total loan
portfolio at March 31, 2004. Construction financing typically involves a higher
degree of credit risk than commercial mortgage lending. Risk of loss on a
construction loan depends largely on the accuracy of the initial estimate of
the property's value at completion of construction compared to the estimated
cost (including interest) of construction. If the estimated property value
proves to be inaccurate, the loan may be undersecured.
Because our loan portfolio contains a significant number of commercial real
estate loans and commercial and industrial loans with relatively large
balances, the deterioration of one or a few of these loans may cause a
significant increase in nonperforming loans. An increase in nonperforming loans
could cause an increase in the provision for loan losses and an increase in
loan charge offs, which could adversely impact our results of operations and
financial condition.
Adverse economic and business conditions in our market area may have an adverse
effect on our earnings.
Substantially all of our business is with customers located within Mercer
County and contiguous counties. Generally, we make loans to small to mid-sized
businesses, most of whose success depends on the regional economy. These
businesses generally have fewer financial resources in terms of capital or
borrowing capacity than larger entities. Adverse economic and business
conditions in our market area could reduce our growth rate, affect our
borrowers' ability to repay their loans and, consequently, adversely affect our
financial condition and performance. Further, we place substantial reliance on
real estate as collateral for our loan portfolio. A sharp downturn in real
estate values in our market area could leave many of our loans undersecured. If
we are required to liquidate the collateral to satisfy the debt securing a loan
during a period of reduced real estate values, our earnings could be adversely
affected.
-2-
Table of Contents
If our allowance for loan losses is not sufficient to cover actual loan losses,
our earnings would decrease.
In an attempt to mitigate any loan losses we may incur, we maintain an
allowance for loan losses based on, among other things, national and regional
economic conditions, and historical loss experience and delinquency trends
among loan types. However, we cannot predict loan losses with certainty and we
cannot assure you that charge offs in future periods will not exceed the
allowance for loan losses. In addition, regulatory agencies, as an integral
part of their examination process, review our allowance for loan losses and may
require additions to the allowance based on their judgment about information
available to them at the time of their examination. Factors that require an
increase in our allowance for loan losses could reduce our earnings.
Loss of our key personnel or an inability to hire and retain qualified
personnel could adversely affect our business.
Our future operating results are substantially dependent on the continued
service of Patrick M. Ryan, our President and Chief Executive Officer, Jay G.
Destribats, our Chairman of the Board, and other key personnel. The loss of the
services of Mr. Ryan would have a negative impact on our business because of
his lending expertise and years of industry experience. In addition, the loss
of the services of Mr. Ryan or Mr. Destribats could have a negative impact on
our business because of their business development skills and community
involvement. Our success also depends on the experience of our branch managers
and our lending officers and on their relationships with the communities they
serve. The loss of these or other key persons could negatively impact our
banking operations. Although we have employment agreements with Mr. Ryan, Mr.
Destribats and our other key personnel, our employees may voluntarily terminate
their employment at any time. We cannot assure you that we will be able to
retain our key personnel or attract the qualified personnel necessary for the
management of our business.
Changes in interest rates may adversely affect our earnings and financial
condition.
Our net income depends primarily upon our net interest income. Net interest
income is the difference between interest income earned on loans, investments
and other interest-earning assets and the interest expense incurred on deposits
and borrowed funds.
Different types of assets and liabilities may react differently, and at
different times, to changes in market interest rates. We expect that we will
periodically experience "gaps" in the interest rate sensitivities of our assets
and liabilities. That means either our interest-bearing liabilities will be
more sensitive to changes in market interest rates than our interest-earning
assets, or vice versa. When interest-bearing liabilities mature or reprice more
quickly than interest-earning assets, an increase in market rates of interest
could reduce our net interest income. Likewise, when interest-earning assets
mature or reprice more quickly than interest-bearing liabilities, falling
interest rates could reduce our net interest income. We are unable to predict
changes in market interest rates, which are affected by many factors beyond our
control, including inflation, recession, unemployment, money supply, domestic
and international events and changes in the United States and other financial
markets.
We may not be able to successfully integrate acquisitions, which may adversely
affect our business.
We intend to consider future strategic acquisitions, some of which could be
material to us and which may include companies that are substantially
equivalent or larger in size compared to us. We continually explore and conduct
discussions with third parties regarding possible acquisitions. As of the date
of this report, we have not entered into any definitive agreement and we do not
have any definitive plans relating to any specific acquisitions.
We will have to integrate any acquisitions into our business. The difficulties
of combining the operations, technologies and personnel of companies we acquire
include coordinating and integrating geographically
-3-
Table of Contents
separated organizations and integrating personnel with diverse business
backgrounds. We may not be able to effectively manage or integrate the acquired
companies. Further, we may not be successful in implementing appropriate
operational, financial and management systems and controls to achieve the
benefits expected to result from these acquisitions. Our efforts to integrate
these businesses could be affected by a number of factors beyond our control,
such as regulatory developments, general economic conditions and increased
competition. In addition, the process of integrating these businesses could
cause an interruption of, or loss of momentum in, the activities of our
existing business and the loss of key personnel and customers. The diversion of
management's attention and any delays or difficulties encountered in connection
with the transition and integration of these businesses could negatively impact
our business and results of operations if any of the above adverse effects were
to occur. Further, the benefits that we anticipate from these acquisitions may
not be obtained.
Competition from other financial institutions in originating loans and
attracting deposits may adversely affect our profitability.
We face substantial competition in originating loans. This competition comes
principally from other banks, savings institutions, mortgage banking companies
and other lenders. Many of our competitors enjoy advantages, including greater
financial resources and higher lending limits, a wider geographic presence,
more accessible branch office locations, the ability to offer a wider array of
services or more favorable pricing alternatives, as well as lower origination
and operating costs. This competition could reduce our net income by decreasing
the number and size of loans that we originate and the interest rates we may
charge on these loans.
In attracting deposits, we face substantial competition from other insured
depository institutions such as banks, savings institutions and credit unions,
as well as institutions offering uninsured investment alternatives, including
money market funds. Many of our competitors enjoy advantages, including greater
financial resources, more aggressive marketing campaigns and better brand
recognition and more branch locations. These competitors may offer higher
interest rates than we do, which could decrease the deposits that we attract or
require us to increase our rates to retain existing deposits or attract new
deposits. Increased deposit competition could adversely affect our ability to
generate the funds necessary for lending operations and increase our cost of
funds.
We also compete with non-bank providers of financial services, such as
brokerage firms, consumer finance companies, insurance companies and
governmental organizations which may offer more favorable terms. Some of our
non-bank competitors are not subject to the same extensive regulations that
govern our operations. As a result, such non-bank competitors may have
advantages over us in providing certain products and services. This competition
may reduce or limit our margins on banking services, reduce our market share
and adversely affect our earnings and financial condition.
Government regulation significantly affects our business.
The banking industry is extensively regulated. Banking regulations are intended
primarily to protect depositors, consumers and the Federal Deposit Insurance
funds, not stockholders. We are subject to regulation and supervision by the
Board of Governors of the Federal Reserve System. The Bank is subject to
regulation and supervision by the Office of the Comptroller of the Currency.
Regulatory requirements affect our lending practices, capital structure,
investment practices, dividend policy and growth. The bank regulatory agencies
possess broad authority to prevent or remedy unsafe or unsound practices or
violations of law. We are subject to various regulatory capital requirements,
which involve both quantitative measures of our assets and liabilities and
qualitative judgments by regulators regarding risks and other factors. Failure
to meet minimum capital requirements or comply with other regulations could
result in actions by regulators that could adversely affect our ability to pay
dividends or otherwise adversely impact operations. In addition, changes in
laws, regulations and regulatory practices affecting the banking industry may
limit the manner in which we may conduct our business. Such changes may
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adversely affect us, including our ability to offer new products and services,
obtain financing, attract deposits, make loans and achieve satisfactory spreads
and impose additional costs on us. As a public company, we are also subject to
the corporate governance standards set forth in the Sarbanes-Oxley Act of 2002,
as well as any rules or regulations promulgated by the United Stated Securities
and Exchange Commission (the "SEC") or The Nasdaq Stock Market, Inc.
("Nasdaq").
We continually encounter technological change, and we may have fewer resources
than many of our competitors to continue to invest in technological
improvements, which could reduce our ability to effectively compete.
The financial services industry is undergoing rapid technological changes with
frequent introduction of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, upon our ability to address the needs of our
customers by using technology to provide products and services to enhance
customer convenience, as well as to create additional efficiencies in our
operations. Many of our competitors have substantially greater resources to
invest in technological improvements. We cannot assure you that we will be able
to effectively implement new technology-driven products and services, which
could reduce our ability to effectively compete.
Our hardware and software systems are vulnerable to damage that could harm our
business.
We rely upon our existing information systems for operating and monitoring all
major aspects of our business, including deposit and loan information, as well
as various internal management functions. These systems and our operations are
vulnerable to damage or interruption from natural disasters, power loss,
network failure, improper operation by our employees, security breaches,
computer viruses or intentional attacks by third parties. Any disruption in the
operation of our information systems could adversely impact our operations,
which may affect our results of operations and financial condition.
There is a limited trading market for our common stock; you may not be able to
resell your shares at or above the price you pay for them.
Although our common stock is listed for trading on the National Market of
the Nasdaq Stock Market, the trading in our common stock has substantially less
liquidity than many other companies quoted on the Nasdaq National Market. A
public trading market having the desired characteristics of depth, liquidity
and orderliness depends on the presence in the market of willing buyers and
sellers
of our common stock at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control. We cannot provide any assurance that the offering will
increase the volume of trading in our common stock.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain express and implied statements relating to our future
financial condition, results of operations, plans, objectives, performance, and
business, which are considered forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These may include
statements that relate to, among other things, profitability, liquidity,
adequacy of the allowance for loan losses, plans for growth, interest rate
sensitivity, market risk, regulatory compliance, and financial and other goals.
Although we believe that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, we can give no assurance that
our expectations will be achieved. Actual results may differ materially from
those expected or implied as a result of certain risks and uncertainties,
including, but not limited to, the results of our efforts to implement our
retail strategy, adverse changes in our loan portfolio and the resulting credit
risk-related losses and expenses, interest rate fluctuations and other economic
conditions, continued levels of our loan quality and origination volume, our
ability to attract core deposits, continued relationships with major customers,
competition in product offerings and product pricing, adverse changes in the
economy that could increase credit-related losses and expenses, adverse changes
in the market price of our common stock, compliance with laws, regulatory
requirements and Nasdaq standards, and other risks and uncertainties detailed
from time to time in this report and our other filings with the SEC. The
Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.
Although
forward-looking statements help to provide complete information about
us, readers should keep in mind that forward-looking statements may
not be reliable. Readers are cautioned not to place undue reliance on
the forward-looking statements.
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling shareholder. We will not
receive any of the proceeds from any sale of shares by the selling shareholder.
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SELLING SHAREHOLDER
F. Kevin Tylus, the sole selling shareholder in this offering, has served
as a director of the Company and the Bank since 1992. The selling shareholder
is, and has been in the past, a customer of and
has had transactions with the Bank, and it is expected that he will
continue to have such transactions in the future. Since May 26, 2001, the
selling shareholder has had outstanding loans from the
Bank. None of these loans were past due or on nonaccrual status as of May 26,
2004. All deposit accounts, loans, and commitments comprising such
transactions were made in the ordinary course of business of the Bank on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and, in
the opinion of management of the Company and the Bank, did not involve more
than normal risks of collectibility or present other unfavorable features.
The following table sets forth, for the selling shareholder as of May 26,
2004, the number of shares of our common stock beneficially owned by the
selling shareholder and the minimum number that may be offered by the selling
shareholder using this prospectus. We prepared this table based on the
information supplied to us by the selling shareholder. Beneficial ownership is
calculated based upon requirements of the SEC and is not necessarily indicative
of beneficial ownership for any other purpose. The table is based on 10,642,662 shares of our common stock outstanding as of May 26, 2004.
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), the registration statement of which this prospectus is a
part also covers any additional shares of our common stock which become
issuable in connection with such shares because of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of our common stock. We do not know when or in what amounts
the selling shareholder may offer shares for sale. The selling shareholder may
not sell all or any of the shares offered by this prospectus.
The selling shareholder may in the future acquire additional options under
the 2003 Plan, and may acquire shares of Common Stock upon exercise of those
options, and he may sell those additional shares using this prospectus. Because
the selling shareholder may from time to time offer all or some of the shares
pursuant to this offering, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares
that will be held by the selling shareholder after completion of the offering,
we cannot estimate the number of the shares that will be held by the selling
shareholder after completion of the offering. However, for purposes of the
table below, we have assumed that, after completion of the offering, none of
the shares covered by this prospectus as of the date of this prospectus will be
held by the selling shareholder.
This prospectus may be amended or supplemented from time to time to add
selling shareholders to or delete the names of selling shareholders from the
following list or to otherwise amend or supplement the information in the table
set forth below.
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Common Stock
Common Stock to be
Beneficially Owned
Beneficially Owned
Prior to May __, 2004
Shares
After Offering
that may
Name
Shares
Percent
be Offered
Shares
Percent
F. Kevin Tylus
195,668
(1)
1.87
%
3,000
192,668
1.87
%
(1)
Includes (i) 3,000 shares subject to options granted under the 2003 Plan
exercisable within sixty (60) days of May 26, 2004, (ii) 15,785 shares
held jointly with Mr. Tylus' spouse, (iii) 125,408 shares owned by Mr.
Tylus' spouse as to which Mr. Tylus disclaims beneficial ownership, and
(iv) 6,660 shares held by Mr. Tylus as custodian for his children.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholder. The term "selling shareholder" includes
partners, pledgees, donees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from the selling shareholder
as a pledge, gift, partnership or similar distribution or other non-sale
related transfer. To the extent required, we may amend and supplement this
prospectus from time to time to describe a specific plan of distribution.
The selling shareholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
shareholder may make these sales at prices and under terms then prevailing or
at prices related to the then current market price. The selling shareholder may
also make sales in negotiated transactions, including pursuant to one or more
of the following methods:
•
purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
•
ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
•
one or more block trades in which the broker-dealer will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
•
an over-the-counter distribution in accordance with the rules of
The Nasdaq National Market;
•
through brokers pursuant to pre-arranged sales plans intended to
qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and
•
in privately negotiated transactions.
In connection with distributions of the shares or otherwise, the selling
shareholder may:
•
enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;
•
sell the shares short and redeliver the shares to close out such
short positions;
•
enter into option or other transactions with broker-dealers or
other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and
•
pledge shares to a broker-dealer or other financial institution,
which, upon a default, they may in turn resell.
In addition, the selling shareholder may sell all or a portion of the
shares that qualify for sale pursuant to Rule 144 and 145 of the Securities Act
rather than pursuant to this prospectus.
Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the shares may be listed or quoted,
including block trading in negotiated transactions.
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Without limiting the foregoing, such brokers may act as dealers by purchasing
any or all of the shares covered by this prospectus, either as agents for
others or as principals for their own accounts, and reselling such shares
pursuant to this prospectus. The selling shareholder may effect such
transactions directly, or indirectly through underwriters, broker-dealers or
agents acting on their behalf. In effecting sales, broker-dealers or agents
engaged by the selling shareholder may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions, discounts or
concessions from the selling shareholder, in amounts to be negotiated
immediately prior to the sale.
In offering the shares covered by this prospectus, the selling
shareholder, and any broker-dealers and any other participating broker-dealers
who execute sales for the selling shareholder, may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
these sales. Any profits realized by the selling shareholder and the
compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, the shares
must be sold in those states only through registered or licensed brokers or
dealers. In addition, in certain states the shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and
is complied with.
We have advised the selling shareholder that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling shareholder and his affiliates. In
addition, we will make copies of this prospectus available to the selling
shareholder for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling shareholder may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
All costs, expenses and fees in connection with the registration of the
shares offered hereby will be borne by us. Brokerage commissions and similar
selling expenses, if any, attributable to the sale of shares will be borne by
the selling shareholder.
LEGAL MATTERS
The validity of the shares of our common stock offered by this prospectus
will be passed upon for us by Pepper Hamilton LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of YNB and its subsidiaries as of
December 31, 2003 and 2002, and for each of the years in the three-year period
ended December 31, 2003, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, an independent registered
public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-8, of which this prospectus is a part, under the
Securities Act, with respect to the shares of common stock offered pursuant to
this prospectus. As allowed by SEC rules, this prospectus does not contain all
the information you can find in the Registration Statement or the exhibits to
that Registration Statement. Statements contained in this prospectus concerning
the provisions of any document are not necessarily complete. You should refer
to the copies of those documents filed as exhibits to the registration
statement or otherwise filed by us with the Securities and Exchange Commission
for a more complete understanding of the matters involved. Each statement
concerning those documents is qualified in its
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entirety by such reference.
We are also subject to the informational requirements of the Exchange Act.
In accordance with the Exchange Act, we file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information that we file with the SEC at the SEC's public reference room at 450
Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. The SEC maintains a
website at "www.sec.gov" that contains reports, proxy and information
statements, and other information regarding companies that file electronically
with the SEC, including YNB. You may also find copies of reports, proxy and
information statements we file electronically with the SEC
under "Investor Relations" from our internet website at http://www.ynb.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC regulations allow us to "incorporate by reference" information
into this prospectus, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered part of this prospectus.
Information incorporated by reference from earlier documents is superseded by
information set forth herein and information that has been incorporated by
reference from more recent documents.
The following documents filed by YNB with the SEC are incorporated in this
prospectus by reference:
•
Our Annual Report on Form 10-K for the fiscal year ended December
31, 2003 filed on March 15, 2004;
•
The information required by Part III, Items 10 through 14, of Form
10-K, which is incorporated by reference to our definitive proxy
statement for our 2004 annual meeting of shareholders
filed on May 6, 2004;
•
Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004, filed on May 10, 2004; and
•
Our Registration Statement on Form 8-A filed on May 17, 1995
describing the terms, rights and provisions applicable to the common
stock, including any amendments or reports filed for
the purpose of updating such description.
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all of the shares of the our common stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
You can obtain any of the documents incorporated by reference from the SEC
or the SEC's Internet web site as described above. Documents incorporated by
reference also are available from us without charge, including any exhibits
specifically incorporated by reference therein. You may obtain documents
incorporated by reference in this prospectus by requesting them in writing or
by telephone from YNB at the following address:
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Mr. Stephen F. Carman
Vice President and Treasurer
Yardville National Bancorp
2465 Kuser Road
Hamilton, NJ 08690
Telephone: (609) 585-5100
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus is dated May 26, 2004. You should not assume that the information
contained in this prospectus is accurate as of any date other than that date.
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3,000 SHARES
YARDVILLE NATIONAL BANCORP
Common Stock
PROSPECTUS
May 26, 2004
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission) are incorporated in this prospectus by
reference:
•
Our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 filed on March 15, 2004;
•
The information required by Part III, Items 10 through
14, of Form 10-K, which is incorporated by reference to our
definitive proxy statement for our 2004 annual meeting of
shareholders filed on May 6, 2004;
•
Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, filed on May 10, 2004; and
•
Our Registration Statement on Form 8-A filed on May 17,
1995 describing the terms, rights and provisions applicable to
the common stock, including any amendments or reports filed for
the purpose of updating such description.
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
registration statement which indicates that all of the shares of the our common
stock offered have been sold or which deregisters all such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
You can obtain any of the documents incorporated by reference from the
Commission or the Commission's Internet website maintained by the Commission at
"www.sec.gov." Documents incorporated by reference also are available from us
without charge, including any exhibits specifically incorporated by reference
therein. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone from the Company at the following
address:
Mr. Stephen F. Carman
Vice President and Treasurer
Yardville National Bancorp
2465 Kuser Road
Hamilton, NJ 08690
Telephone: (609) 585-5100
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Statutory Indemnification
. We refer you to Section 14A:3-5 of the New
Jersey Business Corporation Act, as amended (the "Act"), which sets forth the
extent to which a corporation may indemnify its directors, officers, employees
and agents. More specifically, such law empowers a corporation to indemnify a
corporate agent against his or her expenses and liabilities incurred in
connection with any proceeding (other than a derivative law suit) involving the
corporate agent by reason of his or her being or having been a corporate agent
if (a) the corporate agent acted in good faith or in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his or her conduct was unlawful. For
purposes of such law, the term "corporate agent" means any person who is or was
a director, officer, employee or agent of the indemnifying corporation or of
any constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent. For purposes of this section, "proceeding" means
any pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit, or proceeding, and any appeal therein and any inquiry
or investigation which could lead to such action, suit or proceeding.
With respect to any derivative action, the corporation is empowered to
indemnify a corporate agent against his or her expenses (but not his or her
liabilities) incurred in connection with any proceeding involving the corporate
agent by reason of his or her being or having been a corporate agent if the
agent acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation. However, only a
court can empower a corporation to indemnify a corporate agent against expenses
with respect to any claim, issue or matter as to which the agent was adjudged
liable to the corporation.
The corporation may indemnify a corporate agent against his or her
expenses in a specific case under Section 14A:3-5(2) of the Act and, unless
ordered by a court, under Section 14A:3-5(3) of the Act if a determination is
made by any of the following that the applicable standard of conduct was met by
such corporate agent: (i) the Board of Directors, or a committee thereof,
acting by a majority vote of a quorum consisting of disinterested directors;
(ii) by independent legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make the
determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to the extent
that the agent is successful on the merits or otherwise in any proceeding, or
in defense of any claim, issue or matter in the proceeding. If a corporation
fails or refuses to indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant him or her the
requested indemnification. In advance of the final disposition of a
proceeding, the Board of Directors may direct the corporation to pay an agent's
expenses if the agent agrees to repay the expenses in the event that it is
ultimately determined that he or she is not entitled to indemnification.
The indemnification and advancement of expenses provided by or granted
pursuant to the statute do not exclude any other rights, including the right to
be indemnified against liabilities and expenses incurred in proceedings by or
in the right of the corporation, to which a corporate agent may be entitled
under a certificate of incorporation, by-law, agreement, vote of shareholders,
or otherwise; provided that no indemnification may be made to or on behalf of a
corporate agent if a judgment or other final
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adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in Section 14A:2-7(3) of the Act, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
corporate agent of an improper personal benefit.
Indemnification Pursuant to Restated Certificate of Incorporation of the
Registrant.
In accordance with the foregoing statutory provision, Article VI
of our Restated Certificate of Incorporation provides as follows:
"The Corporation shall indemnify its officers, directors, employees, and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines, and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity; and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall
have the power to purchase and maintain insurance on behalf of any persons
enumerated above against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether or not the
Corporation could have the power to indemnify him against such liability under
the provisions under this Article VI."
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number
Exhibit
4.1
Yardville National Bancorp 2003 Stock Option Plan for Non-Employee Directors.*
5.1
Opinion of Pepper Hamilton LLP.
23.1
Consent of KPMG LLP.
23.2
Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1
Power of Attorney (included on signature page).
* Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A filed on April 30, 2003.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes as follows:
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(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby also undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-4
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton Township, State of New Jersey, on May 26, 2004.
YARDVILLE NATIONAL BANCORP
By:
Patrick M. Ryan
Patrick M. Ryan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Patrick M. Ryan and Stephen F. Carman,
and each or any of them, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their, his/her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Name
Title
Date
Patrick M. Ryan
Patrick M. Ryan
Director, President
and Chief Executive
Officer
May 26, 2004
Stephen F. Carman
Stephen F. Carman
Vice President,
Treasurer, Principal
Financial Officer and
Principal Accounting
Officer
May 26, 2004
Jay G. Destribats
Jay G. Destribats
Chairman of the Board
May 26, 2004
Elbert G. Basolis, Jr.
Elbert G. Basolis, Jr.
Director
May 26, 2004
Lorraine Buklad
Lorraine Buklad
Director
May 26, 2004
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Name
Title
Date
Anthony M. Giampetro, M.D.
Anthony M. Giampetro, M.D.
Director
May 26, 2004
Sidney L. Hofing
Sidney L. Hofing
Director
May 26, 2004
Gilbert W. Lugossy
Gilbert W. Lugossy
Director
May 26, 2004
Samuel Marrazzo
Samuel Marrazzo
Director
May 26, 2004
Louis R. Matlack, Ph.D.
Louis R. Matlack, Ph.D.
Director
May 26, 2004
Martin Tuchman
Martin Tuchman
Director
May 26, 2004
F. Kevin Tylus
F. Kevin Tylus
Director
May 26, 2004
Christopher S. Vernon
Christopher S. Vernon
Director
May 26, 2004
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INDEX TO EXHIBITS
Exhibit
Number
Document
4.1
Yardville National Bancorp 2003 Stock Option Plan for Non-Employee Directors.*
5.1
Opinion of Pepper Hamilton LLP.
23.1
Consent of KPMG LLP.
23.2
Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1
Power of Attorney (included on signature page).
* Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A filed on April 30, 2003.