As filed with the Securities and Exchange Commission on January 21, 1999
REGISTRATION NO.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
DIME COMMUNITY BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11 - 3297463
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
209 Havemeyer Street
Brooklyn, New York 11211
(718) 782-6200
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
OPTION PLAN CONSISTING OF OPTION CONVERSION AGREEMENTS
WITH FORMER OFFICERS AND DIRECTORS
OF FINANCIAL BANCORP, INC.
(FULL TITLE OF THE PLAN)
---------------
Mr. Vincent F. Palagiano
Chairman of the Board and Chief Executive Officer
Dime Community Bancshares, Inc.
209 Havemeyer Street
Brooklyn, New York 11211
(718) 782-6200
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND
AREA CODE, OF AGENT FOR SERVICE)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered be Registered(1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee
(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 177,286 shares ----- $1,491,324.41 $414.59
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Dime Community
Bancshares, Inc. (the "Company") reserved for issuance upon exercise of
options granted pursuant to Option Conversion Agreements dated January
21, 1999 between Dime Community Bancshares, Inc., and certain former
officers and directors of Financial Bancorp, Inc. In addition to such
shares, this registration statement also covers an undetermined number
of shares of common stock of the Company that, by reason of certain
events specified in the Plans, may become issuable upon exercise of
options or grant of awards through the application of certain
anti-dilution provisions.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, pursuant to
which 40,311 shares of Company Common Stock subject to outstanding
options are deemed to be offered at $5.17 per share, 9,141 shares are
deemed to be offered at $7.39 per share, 9,141 shares are deemed to be
offered at $7.80 per share, 45,566 shares are deemed to be offered at
$9.30 per share and 73,127 shares are deemed to be offered at $9.85 per
share, the prices at which such options may be exercised according to
the terms of the applicable agreements.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-27782) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, which was filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated February 15, 1996;
(3) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998; and
<PAGE>
(4) the Registrant's Current Reports on Form 8-K, dated July 18,
1998 and amended on July 27, 1998, October 20, 1998, December
30, 1998 and January 6, 1999, filed by the Registrant pursuant
to Section 13 of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended June 30, 1998
and prior to the date of the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Dime Community Bancshares, Inc. will provide without charge to
each person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written requests should be
directed to the Human Resources Department, Dime Community Bancshares, Inc., 209
Havemeyer Street, Brooklyn, New York 11211. Telephone requests may be directed
to (718) 782-6200.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the
-2-
<PAGE>
defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.
Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
4.1 Form of Option Conversion Agreement by and between
Dime Community Bancshares, Inc. and Former Officers
and Directors of Financial Bancorp, Inc., dated
January 21, 1999.
4.2 Certificate of Incorporation of Dime Community
Bancshares, Inc., incorporated by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ending June 30, 1998.
4.3 Amended and Restated Bylaws of Dime Community
Bancshares, Inc., incorporated by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ending June 30, 1998.
4.4 Agreement and Plan of Merger, Dated July 18, 1998, by
and between Dime Community Bancshares, Inc. and
Financial Bancorp, Inc., incorporated by reference to
the Registrant's Current Report on Form 8-K, dated
July 18, 1998, as amended by Form 8-K/A, dated July
27, 1998.
5.1 Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of Deloitte & Touche LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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;
(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; and
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
-4-
<PAGE>
(2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby 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. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. 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 for 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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Brooklyn, State of New York on the 14th day of
January, 1999.
Dime Community Bancshares, Inc.
(Registrant)
By: /s/ Vincent F. Palagiano
-------------------------------
Vincent F. Palagiano
Chairman of the Board and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Vincent F. Palagiano Vincent F. Palagiano January 14, 1999
- ---------------------------------------------- Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ Michael P. Devine Michael P. Devine January 14, 1999
- ---------------------------------------------- President and Chief Operating Officer
and Director
/s/ Kenneth J. Mahon Kenneth J. Mahon January 14, 1999
- ---------------------------------------------- Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
/s/ Anthony Bergamo Anthony Bergamo January 14, 1999
- ---------------------------------------------- Director
/s/ George L. Clark, Jr. George L. Clark, Jr. January 14, 1999
- ---------------------------------------------- Director
-6-
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steven D. Cohn Steven D. Cohn January 14, 1999
- ---------------------------------------------- Director
/s/ Patrick E. Curtin Patrick E. Curtin January 14, 1999
- ---------------------------------------------- Director
/s/ Joseph H. Farrell Joseph H. Farrell January 14, 1999
- ---------------------------------------------- Director
/s/ Fred P. Fehrenbach Fred P. Fehrenbach January 14, 1999
- ---------------------------------------------- Director
/s/ John J. Flynn John J. Flynn January 14, 1999
- ---------------------------------------------- Director
/s/ Malcolm T. Kitson Malcolm T. Kitson January 14, 1999
- ---------------------------------------------- Director
/s/ Stanley Meisels Stanley Meisels January 14, 1999
- ---------------------------------------------- Director
/s/ Louis V. Varone Louis V. Varone January 14, 1999
- ---------------------------------------------- Director
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Form of Option Conversion Agreement by and Between Dime Community
Bancshares, Inc. and Former Officers and Directors of Financial
Bancorp, Inc.
4.2 Certificate of Incorporation of Dime Community Bancshares,
Inc., incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ending June 30, 1998.*
4.3 Amended and Restated Bylaws of Dime Community Bancshares,
Inc., incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ending June 30, 1998.*
4.4 Agreement and Plan of Merger, Dated July 18, 1998, by and
between Dime Community Bancshares, Inc. and Financial Bancorp,
Inc., incorporated by reference to the Registrant's Current
Report on Form 8-K, dated July 18, 1998, as amended by Form
8-K/A, dated July 27, 1998.*
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
to the legality of
the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).
23.2 Consent of Deloitte & Touche LLP.
* Incorporated by reference.
-8-
EXHIBIT 4.1
-----------
Form of Option Conversion Agreement by and between
Dime Community Bancshares, Inc.
and Former Officers and Directors of Financial Bancorp, Inc.
<PAGE>
DIME COMMUNITY BANCSHARES, INC.
STOCK OPTIONS ASSUMED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER DATED JULY 18, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
OPTION CONVERSION CERTIFICATE
-----------------------------
__________________________________________________ ______________________
NAME OF OPTION HOLDER SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________ ___________________ ____________________
CITY STATE ZIP CODE
This Option Conversion Certificate sets forth the terms and conditions on which
options to purchase common stock of Financial Bancorp, Inc. ("FIBC Options")
granted to the Continuing Option Holder named above by Financial Bancorp, Inc.
("FIBC") and outstanding at the Effective Time of the merger of FIBC into Dime
Community Bancshares, Inc. ("DCB") have been converted into options to purchase
common stock of DCB ("Converted Options") pursuant to section 1.6(b) of the
Agreement and Plan of Merger dated as of July 18, 1998, by and between DCB and
FIBC (the "Merger Agreement"). Below are specific terms and conditions
applicable to this Converted Option. Attached as Exhibit A are its general terms
and conditions.
<TABLE>
<CAPTION>
=====================================================================================================================
(A) (B) (C) (D) (E)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIBC OPTION
- ---------------------------------------------------------------------------------------------------------------------
Grant Date:
- ---------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares Common Common Common Common Common
- ---------------------------------------------------------------------------------------------------------------------
No. of Shares
- ---------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share
- ---------------------------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
- ---------------------------------------------------------------------------------------------------------------------
Plan (Employee or Director)
- ---------------------------------------------------------------------------------------------------------------------
Option Expiration Date
- ---------------------------------------------------------------------------------------------------------------------
CONVERTED OPTION
- ---------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares* Common Common Common Common Common
- ---------------------------------------------------------------------------------------------------------------------
No. of Shares*
- ---------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ---------------------------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
- ---------------------------------------------------------------------------------------------------------------------
Option Expiration Date
=====================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE GENERAL TERMS AND CONDITIONS.
By signing where indicated below, DCB grants this Converted Option upon the
specified terms and conditions, and the Option Holder (1) acknowledges receipt
of this Option Conversion Certificate, including Exhibit A and Appendices A and
B thereto, and agrees to observe and be bound by the terms and conditions set
forth herein,(2) acknowledges receipt of the Prospectus dated January 21, 1999
pursuant to which shares of common stock of DCB which may be acquired upon
exercise of Converted Options are being offered and (3) agrees that this Option
Conversion Certificate and the attached Exhibit A (and Appendices A and B
attached thereto) supersede, in their entirety, any and all prior terms and
conditions, agreements, understandings and arrangements, whether or not in
writing, with respect to his or her FIBC Options.
DIME COMMUNITY BANCSHARES, INC. OPTION HOLDER
By___________________________________ _________________________
NAME: _________________________
TITLE: _________________________
<PAGE>
EXHIBIT A
---------
DIME COMMUNITY BANCSHARES, INC.
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED JULY 18, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
GENERAL TERMS AND CONDITIONS
SECTION 1. APPLICABILITY.
This Exhibit A establishes the general terms and conditions
applicable to all options to purchase Common Stock, par value $.01 per share, of
Dime Community Bancshares, Inc. ("DCB Common Stock") that have been granted by
Dime Community Bancshares, Inc. ("DCB") pursuant to section 1.6(b) of the
Agreement and Plan of Merger, dated July 18, 1998, by and between DCB and
Financial Bancorp, Inc. (the "Merger Agreement") in substitution for options to
purchase common stock of Financial Bancorp, Inc. ("FIBC Common Stock")
outstanding under the Financial Bancorp, Inc. 1995 Incentive Stock Option Plan
(the "FIBC ISO Plan"), as amended, or the Financial Bancorp, Inc. 1995 Stock
Option Plan for Outside Directors (the "FIBC Outside Directors Plan"), as
amended, at the Effective Time of the merger of Financial Bancorp, Inc. ("FIBC")
with and into DCB pursuant to the Merger Agreement (the "Effective Time"). For
purposes of this Exhibit A and the Option Conversion Certificate to which it is
attached, options to purchase FIBC Common Stock that are outstanding at the
Effective Time are referred to as "FIBC Options," the options to purchase DCB
Common Stock that are granted in substitution therefor are referred to as
"Converted Options," and the undersigned individual shall be referred to as the
"Option Holder." This Exhibit A, together with the Option Conversion Certificate
to which it is attached, constitute an Option Conversion Agreement containing
all of the terms and conditions of the Converted Options and supersede in their
entirety all of the terms and conditions of the FIBC ISO Plan or the FIBC
Outside Directors Plan, as the case may be, and any other agreements,
understandings or arrangements, whether or not in writing, evidencing or
pertaining to any FIBC Option.
SECTION 2. DCB COMMON STOCK SUBJECT TO CONVERTED OPTION.
The maximum number of shares of DCB Common Stock which may be
purchased upon exercise of a Converted Option is the number shown on the
Continuing Option Holder's Option Conversion Certificate. The number of shares
of DCB Common Stock which may be purchased upon exercise of the Converted Option
at any time is the maximum number shown on the Continuing Option Holder's Option
Conversion Certificate reduced by one share for each share of DCB Common Stock
as to which the Converted Option has previously been exercised.
SECTION 3. INCENTIVE STOCK OPTION TREATMENT -- OPTIONS UNDER THE
FIBC ISO PLAN.
The FIBC Options granted under the FIBC ISO Plan, designated
as "incentive stock options" ("ISOs") on the Option Holder's Stock Option
Certificate, were intended be ISOs within
Page 1
<PAGE>
the meaning of section 422 of the Internal Revenue Code of 1986 ("Code") to be
the maximum permissible extent. The Option Holder acknowledges that if his or
her FIBC Option was designated as an ISO, as a result of the conversion of the
FIBC Option and the terms and conditions herein, the Converted Option may not be
an ISO and may be treated as a non-qualified stock option under the Code after
the date of this Agreement, including for purposes of income tax withholding,
and that he is aware of the tax consequences.
SECTION 4. OPTION PERIOD.
The Options shall expire one hundred and twenty (120) months
following the date of grant unless sooner exercised.
SECTION 5. EXERCISE PRICE.
During the Option Period, the Option Holder shall have the
right to purchase all or any portion of the DCB Common Stock then available for
purchase upon exercise of the Converted Option at the Exercise Price per Share
specified for the Converted Option on the Stock Option Certificate.
SECTION 6. METHOD OF EXERCISE.
(a) The Option Holder may, at any time during the Option Period,
exercise his or her right to purchase all or any part of the optioned DCB Common
Stock. The Option Holder shall exercise such right by:
(i) giving written notice to DCB, in the form attached hereto
as Appendix A; and
(ii) delivering to DCB full payment of the Exercise Price for
the Common Stock to be purchased, with such payment made in cash or by
check, or in whole or in part, through the surrender of shares of
Common Stock, which shares will be valued at Fair Market Value (as
defined below) on the date of the exercise of the Option.
(b) Fair Market Value, when used in connection with Common Stock on a
certain date, shall mean:
(i) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(ii) if the Shares are not listed or admitted to trading on
any such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no
Page 2
<PAGE>
such quotation is provided, on another similar system, selected by the
Committee, then in use; or
(iii) if subsections (a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
(c) The exercise price, upon the election of the Option Holder, may be
paid by such Option Holder's broker-dealer if such broker-dealer is to be repaid
with the proceeds of the sale of a portion of the shares of Common Stock
underlying the exercised options as permitted under Rule 16b-6(b) of the
Securities Exchange Act of 1934, as amended ("Cashless Exercise").
(d) The Option Holder shall not be entitled to any rights as a
stockholder with respect to shares of Common Stock being acquired pursuant to
the exercise of the Option unless and until certificates evidencing such Common
Stock are issued. No adjustments shall be made for dividends or distributions or
other rights for which the record date is prior to the date such certificates
are issued except as provided in Section 8.
SECTION 7. STOCK APPRECIATION RIGHTS.
The Option Holder shall have no right to receive from DCB any
cash payment in full or partial settlement of his rights in, to or under a
Converted Option.
SECTION 8. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, proportionate and equitable adjustments to the
Option shall be made to the number of shares of Common Stock covered by the
Option and to the Exercise Price per share covered by the Option to prevent
dilution or enlargement of the rights of the Option Holder.
SECTION 9. DELIVERY AND REGISTRATION OF DCB COMMON STOCK.
The obligation of DCB to deliver DCB Common Stock pursuant to
any Converted Option shall, if the Compensation Committee of Dime Community
Bancorp, Inc. (the "DCB Committee") so requests, be conditioned upon the receipt
of a representation as to the investment intention of the person to whom such
DCB Common Stock is to be delivered, in such form as the DCB Committee shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the DCB Common
Stock or upon the occurrence of any other event eliminating the necessity of
such representation. DCB shall not be required to deliver any DCB Common Stock
under this Agreement prior to (a) the admission of such DCB Common Stock to
listing on any stock exchange on which DCB Common Stock may then be listed, or
(b) the completion of such registration or other qualification under any state
or federal law, rule or regulations as the DCB Committee shall determine to be
necessary or advisable.
Page 3
<PAGE>
SECTION 10. ADMINISTRATION.
(a) Each Converted Option shall be administered by the members of the
DCB Committee.
(b) The DCB Committee is authorized to construe and interpret the
Converted Option and this Option Conversion Agreement to promulgate, amend and
rescind rules and regulations relating to the implementation, administration and
maintenance of the Converted Options. Subject to the terms and conditions
hereof, the DCB Committee shall make all determinations necessary or advisable
for the implementation, administration and maintenance of the Converted Options
including, without limitation, correcting any technical defect(s) or technical
omission(s), or reconciling any technical inconsistency(ies), in the Converted
Options and/or the terms and conditions contained in this Option Conversion
Agreement. The DCB Committee may designate persons other than members of the DCB
Committee to carry out the day-to-day ministerial administration of the
Converted Options under such conditions and limitations as it may prescribe. The
DCB Committee's determinations need not be uniform and may be made selectively
among Option Holders, whether or not such Option Holders are similarly situated.
Any determination, decision or action of the DCB Committee in connection with
the construction, interpretation, administration, implementation or maintenance
of any Converted Option shall be final, conclusive and binding upon all Option
Holders and any person(s) claiming under or through any Option Holders.
SECTION 11. NO RIGHT TO CONTINUED SERVICE.
Nothing herein nor any action of the Board of Directors of DCB
or of the DCB Committee with respect to a Converted Option shall be held or
construed to confer upon the Option Holder any right to a continuation of
service by DCB or any direct or indirect subsidiary thereof. The Option Holder
may be dismissed or otherwise dealt with as though this Converted Option or the
related FIBC Option did not exist.
SECTION 12. TAXES.
Where any person is entitled to receive shares of DCB Common
Stock pursuant to the exercise of the Converted Option granted hereunder, DCB
shall have the right to require such person to pay to DCB the amount of any tax
which DCB is required to withhold with respect to such shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of shares of
DCB Common Stock to cover the amount required to be withheld.
SECTION 13. NOTICES.
All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to such party at the
address listed below, or at such other address as one such party may by written
notice specify to the other party:
Page 4
<PAGE>
(a) If to DCB:
Dime Community Bancshares, Inc.
209 Havermeyer Street
Brooklyn, NY 11211
Attention: President
(b) If to the Option Holder, to the Option Holder's address as
shown on the Stock Option Certificate or specified in any subsequent
notice to DCB.
SECTION 14. RESTRICTIONS ON TRANSFER.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts.
SECTION 15. SUCCESSORS AND ASSIGNS.
The Option Conversion Agreement shall inure to the benefit of
and shall be binding upon DCB and the Option Holder and their respective heirs,
successors and assigns.
SECTION 16. CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Exhibit A, words used in the
singular may be read in the plural, words used in the plural may be read in the
singular, and words importing the masculine gender may be read as referring
equally to the feminine or the neuter. Any reference to a section shall be a
reference to a section of this Exhibit A, unless the context clearly indicates
otherwise.
SECTION 17. GOVERNING LAW.
This Agreement shall be governed and construed in accordance
with the laws of the State of New York, without regard to any applicable
conflicts of law.
SECTION 18. AMENDMENT.
This instrument contains the entire agreement of the parties
relating to the subject matter hereof, and supercedes in its entirety any and
all prior agreements, understandings or representations relating to the subject
matter hereof. No modifications of this Agreement shall be valid unless made in
writing and signed by the parties hereto.
Page 5
<PAGE>
APPENDIX A TO OPTION CONVERSION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF THE 18TH DAY OF JULY, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
NOTICE OF EXERCISE OF STOCK OPTION
USE THIS NOTICE TO INFORM THE DCB COMMITTEE ADMINISTERING THE STOCK OPTIONS
GRANTED PURSUANT TO SECTION 1.6(b) OF THE AGREEMENT AND PLAN OF MERGER DATED AS
OF THE 18TH DAY OF JULY, 1998 BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND
FINANCIAL BANCORP, INC. THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF
COMMON STOCK OF DIME COMMUNITY BANCSHARES, INC. ("DCB") PURSUANT TO AN OPTION
("CONVERTED OPTION") GRANTED UNDER THE FIBC ISO PLAN OR THE FIBC OUTSIDE
DIRECTORS PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED
("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO
EXERCISE THE OPTION GRANTED UNDER THE OPTION CONVERSION AGREEMENT ENTERED INTO
BY DCB AND THE OPTION RECIPIENT ("OPTION CONVERSION AGREEMENT"). THIS NOTICE
SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO: DIME COMMUNITY BANCSHARES, INC., 209 HAVEMEYER STREET, BROOKLYN,
NY 11211, ATTENTION: PRESIDENT. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION
SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS PROPERLY
COMPLETED NOTICE IS RECEIVED BY DCB, BUT IN NO EVENT MORE THAN THREE BUSINESS
DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE
CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM
UNDER THE OPTION CONVERSION AGREEMENT. THIS NOTICE IS SUBJECT TO ALL OF THE
TERMS AND CONDITIONS OF THE OPTION CONVERSION AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE OPTION
CONVERSION AGREEMENT.
NAME OF OPTION HOLDER:_________________________________
OPTION GRANT DATE: _____________, ______ EXERCISE PRICE PER SHARE: $___._
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.
<TABLE>
<CAPTION>
TOTAL EXERCISE PRICE ________________ X $__________.______ = $_______________
(NO. OF SHARES) (EXERCISE PRICE) TOTAL EXERCISE PRICE
METHOD OF PAYMENT [CHECK AND COMPLETE ONE OR MORE; YOU MAY SELECT (A) OR (B),
OR A COMBINATION THEREOF, OR (C). IF YOU CHOOSE TO PAY THE
EXERCISE PRICE WITH A COMBINATION OF (A) AND (B), THE SUM OF
THE AMOUNTS SHOWN IN (A) AND (B) MUST EQUAL THE TOTAL
EXERCISE PRICE SHOWN ABOVE]
<S> <C> <C> <C> <C>
(A) / / I ENCLOSE A CERTIFIED CHECK, MONEY ORDER, OR BANK DRAFT PAYABLE TO THE ORDER OF DIME
COMMUNITY BANCSHARES, INC. IN THE AMOUNT OF THE TOTAL EXERCISE PRICE. $______________
(B) / / I ENCLOSE SHARES OF COMMON STOCK ALREADY OWNED BY THE OPTION HOLDER DULY ENDORSED FOR
TRANSFER TO DIME COMMUNITY BANCSHARES, INC. WITH ALL NECESSARY STOCK TRANSFER STAMPS
ATTACHED AND HAVING A FAIR MARKET VALUE OF ________________. $______________
(C) / / I AUTHORIZE _____________________ [ENTER NAME OF BROKERAGE FIRM] TO SELL, PURSUANT TO A
"CASHLESS EXERCISE," SUCH SHARES SUBJECT TO THE OPTION HAVING A FAIR MARKET VALUE
OF $________________. $______________
</TABLE>
ISSUANCE OF CERTIFICATES
I HEREBY DIRECT THAT THE STOCK CERTIFICATES REPRESENTING THE SHARES OF
DCB COMMON STOCK PURCHASED PURSUANT TO SECTION 2 ABOVE BE ISSUED TO THE
FOLLOWING PERSON(S) IN THE AMOUNT SPECIFIED BELOW:
NAME AND ADDRESS SOCIAL SECURITY NO. NO. OF SHARES
- -
- ------------------------------------ ----- ----- ---- -------------
- ------------------------------------ - -
- ------------------------------------ ----- ----- ---- -------------
- ------------------------------------ - -
- ------------------------------------ ----- ----- ---- -------------
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS ONLY.
BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.
I UNDERSTAND THAT I AM RESPONSIBLE FOR THE AMOUNT OF FEDERAL, STATE AND
LOCAL TAXES REQUIRED TO BE WITHHELD WITH RESPECT TO THE SHARES OF DCB
COMMON STOCK TO BE ISSUED TO ME PURSUANT TO THIS NOTICE, BUT THAT I MAY
REQUEST DCB TO RETAIN OR SELL A SUFFICIENT NUMBER OF SUCH SHARES TO
COVER THE AMOUNT TO BE WITHHELD. I HEREBY REQUEST THAT ANY TAXES
REQUIRED TO BE WITHHELD BE PAID IN THE FOLLOWING MANNER [CHECK ONE]:
/ / WITH A CERTIFIED OR BANK CHECK THAT I WILL DELIVER TO
DCB ON OR BEFORE THE EFFECTIVE DATE OF MY OPTION EXERCISE.
/ / WITH THE PROCEEDS FROM A SALE OF SHARES OF DCB COMMON
STOCK THAT WOULD OTHERWISE BE DISTRIBUTED TO ME.
/ / RETAIN SHARES OF DCB COMMON STOCK THAT WOULD OTHERWISE
BE DISTRIBUTED TO ME.
I UNDERSTAND THAT THE WITHHOLDING ELECTIONS I HAVE MADE ON THIS FORM
ARE NOT BINDING ON THE DCB COMMITTEE, AND THAT THE DCB COMMITTEE WILL
DECIDE THE AMOUNT TO BE WITHHELD AND THE METHOD OF WITHHOLDING AND
ADVISE ME OF ITS DECISION PRIOR TO THE EFFECTIVE DATE. I FURTHER
UNDERSTAND THAT THE DCB COMMITTEE MAY REQUEST ADDITIONAL INFORMATION OR
ASSURANCES REGARDING THE MANNER AND TIME AT WHICH I WILL REPORT THE
INCOME ATTRIBUTABLE TO THE DISTRIBUTION TO BE MADE TO ME.
I FURTHER UNDERSTAND THAT IF I HAVE ELECTED TO HAVE SHARES OF DCB
COMMON STOCK SOLD TO SATISFY TAX WITHHOLDING, I MAY BE ASKED TO PAY A
MINIMAL AMOUNT OF SUCH TAXES IN CASH IN ORDER TO AVOID THE SALE OF MORE
SHARES OF DCB COMMON STOCK THAN ARE NECESSARY.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I UNDERSTAND THAT I MUST RELY ON, AND CONSULT WITH, MY OWN TAX
AND LEGAL COUNSEL (AND NOT DIME COMMUNITY BANCSHARES, INC.)
REGARDING THE APPLICATION OF ALL LAWS -- PARTICULARLY TAX AND
SECURITIES LAWS -- TO THE TRANSACTIONS TO BE EFFECTED PURSUANT TO
MY OPTION AND THIS NOTICE. I UNDERSTAND THAT I WILL BE
RESPONSIBLE FOR PAYING ANY FEDERAL, STATE AND LOCAL TAXES THAT
MAY BECOME DUE UPON THE SALE (INCLUDING A SALE PURSUANT TO A
"CASHLESS EXERCISE") OR OTHER DISPOSITION OF SHARES OF DCB COMMON
STOCK ISSUED PURSUANT TO THIS NOTICE AND THAT I MUST CONSULT WITH
MY OWN TAX ADVISOR REGARDING HOW AND WHEN SUCH INCOME WILL BE
REPORTABLE.
S H
---------------------------------- -------------
I E SIGNATURE DATE
G R
---------------------------------------------------------------
N E ADDRESS
- -------------------------------------------------------------------------------
- ------------------------------- INTERNAL USE ONLY -----------------------------
- -------------------------------------------------------------------------------
DIME COMMUNITY BANCSHARES, INC.
RECEIVED [CHECK ONE]: / / BY HAND / / BY MAIL POST MARKED
---------------------------
DATE OF POST MARK
BY
------------------------------------------- ---------------------------
AUTHORIZED SIGNATURE DATE OF RECEIPT
- -------------------------------------------------------------------------------
Page 6
<PAGE>
APPENDIX B TO STOCK OPTION CONVERSION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF THE 18TH DAY OF JULY, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
BENEFICIARY DESIGNATION FORM
GENERAL USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY
INFORMATION EXERCISE CONVERTED OPTIONS OUTSTANDING TO YOU AT THE TIME OF
YOUR DEATH UNDER THE OPTION CONVERSION AGREEMENT DATED
JANUARY 21, 1999 BETWEEN DIME COMMUNITY BANCSHARES, INC.
AND THE OPTION HOLDER NAMED BELOW.
NAME OF PERSON
MAKING DESIGNATION__________________________ SOCIAL SECURITY NUMBER ____-__-____
NAME OF
OPTION HOLDER_______________________________ SOCIAL SECURITY NUMBER ____-__-____
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE
DESIGNATION SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED
BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I HEREBY DESIGNATE THE FOLLOWING PERSON(S) AS MY
PRIMARY BENEFICIARY(IES) UNDER THE OPTION CONVERSION AGREEMENT, RESERVING THE
RIGHT TO CHANGE OR REVOKE THIS DESIGNATION AT ANY TIME PRIOR TO MY DEATH:
<TABLE>
<CAPTION>
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
<S> <C> <C> <C> <C>
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- TOTAL = 100%
</TABLE>
B CONTINGENT BENEFICIARY(IES). I HEREBY DESIGNATE THE FOLLOWING PERSON(S) AS MY
CONTINGENT BENEFICIARY(IES) UNDER THE OPTION CONVERSION AGREEMENT TO RECEIVE
BENEFITS ONLY IF ALL OF MY PRIMARY BENEFICIARIES SHOULD PREDECEASE ME, RESERVING
THE RIGHT TO CHANGE OR REVOKE THIS DESIGNATION AT ANY TIME PRIOR
TO MY DEATH AS TO ALL OUTSTANDING CONVERTED OPTIONS:
<TABLE>
<CAPTION>
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
<S> <C> <C> <C> <C>
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- %
- ----------------------------- -------------------------- ------------ --------- -----------
-------------------------- TOTAL = 100%
</TABLE>
I UNDERSTAND THAT THIS BENEFICIARY DESIGNATION SHALL BE EFFECTIVE
ONLY IF PROPERLY COMPLETED AND RECEIVED BY THE CORPORATE
SECRETARY OF DIME COMMUNITY BANCSHARES, INC. PRIOR TO MY DEATH,
AND THAT IT IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE
OPTION CONVERSION AGREEMENT. I ALSO UNDERSTAND THAT AN EFFECTIVE
S H BENEFICIARY DESIGNATION REVOKES MY PRIOR DESIGNATION(S) WITH
I E RESPECT TO ALL OUTSTANDING CONVERTED OPTIONS.
G R
N E --------------------------------------- -----------------
YOUR SIGNATURE DATE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------- INTERNAL USE ONLY ------------------------------
- --------------------------------------------------------------------------------
THIS BENEFICIARY DESIGNATION WAS RECEIVED BY
DIME COMMUNITY BANCSHARES, INC. ON THE DATE INDICATED. COMMENTS
BY
------------------------------- ----------------
AUTHORIZED SIGNATURE DATE
- ----------------------------------------------------- -------------------------
Page 7
EXHIBIT 5.1/EXHIBIT 23.1
------------------------
Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered.
Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).
<PAGE>
[LETTERHEAD OF THACHER PROFFITT & WOOD]
January 21, 1999
Dime Community Bancshares, Inc.
209 Havermeyer Street
Brooklyn, New York 12211
Re: Option Plan Consisting Option Conversion Agreements with
Former Officers and Directors of Financial Bancorp, Inc.
--------------------------------------------------------
Dear Sirs:
We have acted as counsel for Dime Community Bancshares, Inc.,
a Delaware corporation (the "Company"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 177,286 shares of its common stock,
par value $.01 per share (the "Shares"), which have been reserved for issuance
("Original Issue Shares") upon the exercise of stock options granted under
Section 1.6(b) of the Agreement and Plan of Merger, dated as of the 18th day of
July, 1998, by and between the Company and Financial Bancorp, Inc. (the "Plan").
In rendering the opinion set forth below, we do not express any opinion
concerning law other than the federal law of the United States and the corporate
law of the State of Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Company or public officials. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all documents
submitted to us as copies.
<PAGE>
Dime Community Bancshares, Inc.
January 21, 1999 Page 2
Based on the foregoing, we are of the opinion that the
Original Issue Shares that are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms of the Plan, such Original Issue Shares will be validly issued,
fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
laws).
This opinion is given solely for the benefit of the Company
and purchasers of Shares under the Plan, and no other person or entity is
entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ W. Edward Bright
--------------------
W. Edward Bright
EXHIBIT 23.2
------------
Consent of Deloitte & Touche LLP.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dime Community Bancshares, Inc. on Form S-8 of our report dated August 14, 1998,
appearing in the Annual Report on Form 10-K of Dime Community Bancshares, Inc.
for the year ended June 30, 1998.
/s/ Deloitte & Touche LLP
New York, New York
January 21, 1999
