As filed with the Securities and Exchange Commission on June 26, 2000
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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)
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THE DIME SAVINGS BANK OF WILLIAMSBURGH
401(K) SAVINGS PLAN IN RSI RETIREMENT TRUST
(FULL TITLE OF THE PLAN)
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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 - 38th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE,
TELEPHONE NUMBER AND AREA CODE, OF AGENT FOR SERVICE)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 400,000 shares $17.15625 $6,862,500 $1,811.70
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Plan Participation Interests(3) -- -- -- --
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</TABLE>
(1) Based on the estimated number of shares of common stock of Dime
Community Bancshares, Inc. ("Dime Community") under The Dime Savings
Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust
("Plan") that could be acquired with the current assets of the Plan.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act") pursuant to which shares of common stock of Dime
Community offered pursuant to the Plan are deemed to be offered at
$17.15625 per share, the average of the high and low per share prices
of Dime Community common stock reported on the NASDAQ National Market
System on June 21, 2000.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be
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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 document 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 (the "Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant 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, 1999, which was filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1998, which was filed with the Commission
pursuant to the Exchange Act;
(3) 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; and the description of
the related Preferred Share Purchase Rights (the "Rights")
issued by the Registrant pursuant to the Rights Agreement
dated as of April 9, 1998 (the "Rights Agreement") between the
Registrant and ChaseMellon Shareholder Services, L.L.C.
included in the Registration Statement on Form 8-A filed with
the Commission on April 15, 1998;
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(4) the Registrant's Quarterly Report on Form 10-Q for the
quarters ended September 30, 1999, December 31, 1999 and March
31, 2000; and
(5) the Registrant's Current Reports on Form 8-K, dated April 6,
2000 and April 12, 2000.
All documents filed by the Registrant and by the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are 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 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
complete action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact 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 interest of the
corporation, and, with
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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 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 of 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 and 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.
The Company has entered into an Employment Agreement dated
June 26, 1996 with each of Vincent F. Palagiano, Michael P. Devine and Kenneth
J. Mahon pursuant to which it has undertaken contractually to provide
indemnification and insurance coverage in the manner described above.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 The Dime Savings Bank of Williamsburgh 401(k) Savings
Plan in RSI Retirement Trust.
4.2 Amendment Number One to The Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement
Trust.
4.3 Trust Agreement between The Dime Savings Bank of
Williamsburgh and Marine Midland Bank, made as of May
6, 1996.
4.4 Agreement and Declaration of Trust for the RSI
Retirement Trust.
4.5 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 ended June 30, 1998, filed with the
Commission on September 28, 1998).
4.6 By-Laws of Dime Community Bancshares, Inc.
(incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June
30, 1998, filed with the Commission on September 28,
1998).
4.7 Rights Agreement between the Registrant and
ChaseMellon Shareholder Services, L.L.C. dated as of
April 9, 1998, incorporated by reference to Exhibit
99.3 to the Registration Statement on Form 8-A filed
with the Commission on April 15, 1998.
23.1 Consent of Deloitte & Touche LLP.
ITEM 9. UNDERTAKINGS.
A. QUALIFICATION OF PLAN. The undersigned Registrant hereby undertakes
that it will submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("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(a) of the Internal Revenue Code of 1986, as amended.
B. 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
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in the registration statement. Notwithstanding the foregoing, any increase or
decrease in 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 end 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 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 paragraphs (1)(i) and (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.
(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.
C. 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.
D. 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
are 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.
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E. 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.
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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 New York, State of New York on the 26th day of June,
2000.
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
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<S> <C> <C>
/s/ Vincent F. Palagiano Chairman of the Board, Chief June 26, 2000
---------------------------------------------- Executive Officer and Director
Vincent F. Palagiano (Principal Executive Officer)
/s/ Michael P. Devine President and Chief Operating June 26, 2000
---------------------------------------------- Officer and Director
Michael P. Devine
/s/ Kenneth J. Mahon Executive Vice President and Chief June 26, 2000
---------------------------------------------- Financial Officer (Principal
Kenneth J. Mahon Financial and Accounting Officer)
/s/ Anthony Bergamo Director June 26, 2000
----------------------------------------------
Anthony Bergamo
/s/ George L. Clark, Jr. Director June 26, 2000
----------------------------------------------
George L. Clark, Jr.
/s/ Steven D. Cohn Director June 26, 2000
----------------------------------------------
Steven D. Cohn
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Patrick E. Curtin Director June 26, 2000
----------------------------------------------
Patrick E. Curtin
/s/ Joseph H. Farrell Director June 26, 2000
----------------------------------------------
Joseph H. Farrell
/s/ Fred P. Fehrenbach Director June 26, 2000
----------------------------------------------
Fred P. Fehrenbach
/s/ John J. Flynn Director June 26, 2000
----------------------------------------------
John J. Flynn
/s/ Malcolm T. Kitson Director June 26, 2000
----------------------------------------------
Malcolm T. Kitson
/s/ Stanley Meisels Director June 26, 2000
----------------------------------------------
Stanley Meisels
/s/ Louis V. Varone Director June 26, 2000
----------------------------------------------
Louis V. Varone
</TABLE>
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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 New York, State of New
York, on June 26, 2000.
The Dime Savings Bank of Williamsburgh
401(k) Savings Plan in RSI Retirement Trust
(Plan)
By: /s/ Anthony Bergamo
-----------------------
Anthony Bergamo
By: /s/ Fred P. Fehrenbach
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Fred P. Fehrenbach
By: /s/ Malcolm T. Kitson
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Malcolm T. Kitson
By: /s/ Stanley Meisels
-----------------------
Stanley Meisels
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
4.1 The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI
Retirement Trust........................................................................................
4.2 Amendment Number One to The Dime Savings Bank of Williamsburgh 401(k) Savings
Plan in RSI Retirement Trust. ..........................................................................
4.3 Trust Agreement between The Dime Savings Bank of Williamsburgh and Marine
Midland Bank, made as of May 6, 1996....................................................................
4.4 Agreement and Declaration of Trust for the RSI Retirement Trust.........................................
4.5 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 ended June 30, 1998, filed with the Commission on
September 28, 1998).*
4.6 By-Laws of Dime Community Bancshares, Inc. (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1998, filed with the Commission on September 28, 1998).*
4.7 Rights Agreement between the Registrant and ChaseMellon Shareholder
Services, L.L.C. dated as of April 9, 1998, incorporated by reference
to Exhibit 99.3 to the Registration Statement on Form 8-A filed with
the Commission on April 15, 1998.*
23.1 Consent of Deloitte & Touche LLP........................................................................
</TABLE>
* Incorporated by reference
