As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBANC HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 14-1783770
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 Division Street, Amsterdam, New York 12010-4303
(Address of principal executive offices) (Zip Code)
MOHAWK COMMUNITY BANK
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
(Full title of the plan)
James S. Fleischer, P.C.
James M. Larkins, III, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 150,000 shares $16.03125(1) $2,404,688(1) $669(1)
Interests in Plan N/A(2) N/A N/A N/A
============================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h), calculated on the basis of
$16.03125 per share, which was the average of the high and low prices
of Ambanc Holding Co., Inc.'s common stock on the Nasdaq Stock Market
on August 31, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein. In accordance with Rule 457(h)(2), no
separate fee calculation is made for plan interests.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Mohawk Community Bank 401(k)
Savings Plan in RSI Retirement Trust (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Ambanc Holding
Co., Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):
1. The Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1998 (File No. 0-27036) filed pursuant
to Rule 13a-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the period
covered by the Annual Report referred to above.
3. The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on October 20, 1995, and any amendments or reports
filed for the purpose of updating the description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of these documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, by reference in
this Registration Statement or in the Prospectus shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein 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 and the
Prospectus.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
Not Applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees. Such indemnification is limited to expenses, including
attorneys' fees, where the proceeding is one by or in the right of the
corporation. The corporation, under certain circumstances, is also authorized to
indemnify directors and officers of other corporations or enterprises who are
serving as such at the request of the corporation, when such persons are made,
or threatened to be made, parties to certain proceedings by reason of such
status, against judgments, fines, settlements and expenses, including attorneys'
fees. Indemnification is permitted where such person (i) was acting in good
faith, (ii) was acting in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation or other corporation or
enterprise, as appropriate, (iii) with respect to a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iv) was not adjudged
to be liable to the corporation (unless the court where the proceeding was
brought determines that such person is fairly and reasonably entitled to
indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority vote of the corporation's directors who are not at the
time parties to such proceeding, even though less than a quorum; (ii) by a
committee of the board of directors designated by a majority of the directors
referred to in item (i), even though less than a quorum; (iii) by independent
legal counsel in a written opinion; or (iv) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceeding upon the receipt of an undertaking by the
director or officer to repay such amounts if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Reference
to Prior
Filing or
Regulation Exhibit
S-K Number
Exhibit Attached
Number Description of Exhibits Herto
- ----------- --------------------------------------------------------- ---------
<S> <C> <C>
4.1 Certificate of Incorporation of Ambanc Holding Co., Inc. *
4.2 Bylaws of Ambanc Holding Co., Inc. *
4.3 Form of Certificate of Common Stock of Ambanc Holding Co., Inc. *
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23.1 Consent of KPMG LLP 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Contained
in Exhibit 5
24 Power of Attorney Contained
on signature
page
- ------------------
<FN>
* Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File
No. 33-96654) filed with the Commission on September 7, 1995 pursuant to the
Securities Act of 1933. All of such previously filed documents are hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.
</FN>
</TABLE>
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
II-3
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the registration statement or any
material change to such information
in the registration statement;
provided, however, that clauses (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
II-4
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Amsterdam, State of New York, on September 3,
1999.
AMBANC HOLDING CO., INC.
By: /s/ JOHN M. LISICKI
-------------------------------
John M. Lisicki, President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
We, the undersigned, hereby appoint John M. Lisicki and James J. Alescio,
our true and lawful attorneys and agents, to do any and all things in our names
in the capacities indicated below which they may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the Registration Statement on Form S-8 relating
to the offering of the Registrant's common stock, including specifically, but
not limited to, power and authority to sign for us in our names in the
capacities indicated below in this Registration Statement, any and all
amendments (including post-effective amendments) thereto; and we hereby approve,
ratify and confirm all that John M. Lisicki and James J. Alescio shall lawfully
do or cause to be done by virtue thereof.
/s/ JOHN M. LISICKI
- -------------------------------------- -------------------------------
john M. Lisicki James J. Bettini, Sr.
President, Chief Executive Officer and Director
Director
(Principal Executive Officer)
Date: September 3, 1999 Date:
------------------------- -----------------------
/s/ JAMES J. ALESCIO /s/ JOHN J. DALY
- -------------------------------------- -------------------------------
James J. Alescio John J. Daly
Senior Vice President, Chief Financial Director
Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: September 3, 1999 Date: September 3, 1999
---------------------------- -----------------------
<PAGE>
/s/ LAUREN T. BARNETT /s/ LIONEL H. FALLOWS
- ------------------------------------------ -------------------------------
Lauren T. Barnett Lionel H. Fallows
Chairman of the Board Director
Date: September 3, 1999 Date: September 3, 1999
----------------------------- -----------------------
/s/ DANIEL J. GRECO /s/ WILLIAM L. PETROSINO
- ------------------------------------------ -------------------------------
Daniel J. Greco William L. Petrosino
Director Nominee
Date: September 3, 1999 Date: September 3, 1999
----------------------------- -----------------------
/s/ SEYMOUR HOLTZMAN /s/ RONALD S. TECLER
- ------------------------------------------- -------------------------------
Seymour Holtzman Ronald S. Tecler
Director Director
Date: September 3, 1999 Date: September 3, 1999
----------------------------- -----------------------
/s/ MARVIN R. LEROY, JR. /s/ JOHN A. TESIERO, JR.
- ------------------------------------------ -------------------------------
Marvin R. LeRoy, Jr. John A. Tesiero, Jr.
Director Director
Date: September 3, 1999 Date: September 3, 1999
----------------------------- -----------------------
/s/ ALLAN R. LYONS /s/ WILLIAM A. WILDE, JR.
- ------------------------------------------ -------------------------------
Allan R. Lyons William A. Wilde, Jr.
Director Director
Date: September 3, 1999 Date: September 3, 1999
----------------------------- -----------------------
/s/ CHARLES E. WRIGHT
- ------------------------------------------ -------------------------------
Charles S. Pedersen Charles E. Wright
Director Director
Date: Date: September 3, 1999
----------------------------- -----------------------
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Amsterdam, State of New York, on
September 3, 1999.
MOHAWK COMMUNITY BANK 401(k)
SAVINGS PLAN IN RSI RETIREMENT
TRUST
By: /s/ JOHN M. LISICKI
-----------------------------------
JOHN M. LISICKI
Member, Employee Benefits Committee
By: /s/ ROBERT KELLY
-----------------------------------
ROBERT KELLY
Member, Employee Benefits Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
- --------------------------------------------------------------------------------
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of KPMG LLP
<PAGE>
September 3, 1999
Board of Directors
Ambanc Holding Co., Inc.
11 Division Street
Amsterdam, New York 12010-4303
Members of the Board:
We have acted as counsel to Ambanc Holding Co., Inc. (the "Corporation")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"), relating to 150,000 shares of
the Corporation's common stock, par value $.01 per share (the "Common Stock"),
to be offered pursuant to the Mohawk Community Bank 401(k) Savings Plan in RSI
Retirement Trust (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and related documents, the
Corporation's Certificate of Incorporation and Bylaws, resolutions of the
Corporation's Board of Directors and such other documents and corporate records
as we deem appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Corporation will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.1
[LETTERHEAD OF KPMG LLP]
Consent of Independent Certified Public Accountants
The Board of Directors
Ambanc Holding Co., Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Ambanc Holding Co., Inc. relating to the Mohawk Community Bank 401(k)
Savings Plan in RSI Retirement Trust, of our report dated February 12, 1999,
relating to the consolidated statements of financial condition of Ambanc Holding
Co., Inc. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1998,
which report appears in the December 31, 1998 Annual Report on Form 10-K of
Ambanc Holding Co., Inc.
/s/ KPMG LLP
Albany, New York
September 1, 1999
