<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
YONKERS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3870836
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6 Executive Plaza, Yonkers, New York 10701-9858
(Address of principal executive offices) (Zip Code)
THE YONKERS SAVINGS AND LOAN ASSOCIATION, FA 401(K) SAVINGS PLAN
(Full title of the plan)
Kip A. Weissman, P.C.
Jane K. Storero, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor, East Tower
1100 New York Avenue, NW
Washington, DC 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
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
- -------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
$.01 par value 10,000 $10.00(2) $100,000(2) $100.00
shares(1)
Interests in The
Yonkers Savings
and Loan
Association,FA
401(k) Savings Plan (3) (3) (3) (3)
- -------------------------------------------------------------------------------
<FN>
(1) Estimated maximum aggregate number of shares of Yonkers Financial
Corporation common stock purchased and purchasable with employer and
employee contributions under the Plan during the next two years.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee, at $10.00 per share, which was the
closing price of the common stock of Yonkers Financial Corporation on
June 3, 1996 as reported on the NASDAQ National Market System.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, 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.
</TABLE>
<PAGE> I-1
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 Yonkers Savings and Loan
Association, FA 401(k) Savings Plan (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> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Yonkers
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's latest prospectus dated February 12, 1996 filed pursuant to
Rule 424(b) of the Securities Act (File No. 33-81013) on February 27,
1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 0-27716) filed pursuant to Rule 13a-13 of the
Exchange Act;
(c) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by audited financial statements
contained in the prospectus referred to in Item 3(a) above;
(d) the description of the common stock, par value $.01 per share, of the
Registrant contained in the Registrant's Registration Statement on
Form 8-A (File No. 0-27716) filed with the Commission on February 6, 1996
and all amendments thereto or reports filed for the purpose of updating
such description; and
(e) the Plan's Annual Report on Form 11-K for the plan year ended December 31,
1995.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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 to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein 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.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to the Secretary, Yonkers Financial Corporation, 6 Executive Plaza,
Yonkers, New York 10701-9858, telephone number (914) 968-4500.
<PAGE> II-2
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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section Eleven 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. Section Eleven 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, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is 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; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
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 or other corporation or enterprise (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 the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
<PAGE> II-3
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 proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
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4 Instruments Defining the Rights of
Security Holders, Including Indentures:
Certificate of Incorporation of Yonkers
Financial Corporation. . . . . . . . . . . *
Bylaws of Yonkers Financial Corporation. . *
The Yonkers Savings and Loan
Association, FA 401(k) Savings Plan. . . . *
5 Opinion of Silver, Freedman & Taff,
L.L.P. . . . . . . . . . . . . . . . . . . 5
23 Consents of Experts and Counsel:
Consent of KPMG Peat Marwick llp,
certified public accountants . . . . . . . 23.1
Consent of Silver, Freedman & Taff,
L.L.P. . . . . . . . . . . . . . . . . . . 23.2
24 Power of Attorney . . . . . . . . . . . . . Contained on
Signature Page
- ------------------------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-81013) filed with the Commission on December 29, 1995 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
The Company 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
<PAGE> II-4
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.
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
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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby 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 Section 15(d)
of the Exchange Act and each filing of the employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
<PAGE> II-5
SIGNATURES
The Registrant. 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 Yonkers, State of New
York, on June 7, 1996.
YONKERS FINANCIAL CORPORATION
By: /s/ Richard F. Komosinski
------------------------------------------
Richard F. Komosinski, Director and
President (Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard F. Komosinski and Joseph D. Roberto, or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorneys-in-fact and agents or their substitutes or substitute
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date as indicated.
/s/ Richard F. Komosinski /s/ William G. Bachop
- ------------------------------------ --------------------------------------
Richard F. Komosinski, Director William G. Bachop, Director and
and President (Principal Executive Chairman of the Board
and Operating Officer)
Date: June 7, 1996 Date: June 7, 1996
<PAGE> II-6
/s/ P. Anythony Sarubbi /s/ William F. Ramsey
- ------------------------------------ ---------------------------------------
P. Anthony Sarubbi, Vice Chairman of William F. Ramsey, Director and
the Board and Director Senior Vice President
Date: June 7, 1996 Date: June 7, 1996
/s/ Charles D. Lohrfink /s/ Eben T. Walker
- ------------------------------------ ---------------------------------------
Charles D. Lohrfink, Director Eben T. Walker, Director
Date: June 7, 1996 Date: June 7, 1996
/s/ Michael J. Martin /s/ Joseph D. Roberto
- ------------------------------------ ---------------------------------------
Michael J. Martin, Director Joseph D. Roberto, Vice President
and Treasurer (Principal Financial
and Accounting Officer)
Date: June 7, 1996 Date: June 7, 1996
<PAGE> II-7
SIGNATURES
The Plan. 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 Yonkers, State of New
York on June 7, 1996.
THE YONKERS SAVINGS AND LOAN
ASSOCIATION, FA 401(k) SAVINGS
PLAN ADMINISTRATIVE COMMITTEE
By: /s/ Richard F. Komosinski
-----------------------------------
Richard F. Komosinski
By: /s/ Joseph D. Roberto
-----------------------------------
Joseph D. Roberto
By: /s/ Sara Vinchkoski
-----------------------------------
Sara Vinchkoski
COMMUNITY BANK, N.A., TRUSTEE
By: /s/ Barry S. Kublin
------------------------------------
Name: Barry S. Kublin
Title: Vice President
<PAGE> II-8
EXHIBIT INDEX
Reference to
Prior Filing or
Page Number in
Sequentially
Numbered
Exhibit Registration
Number Statement
- ------------------------------------------------------------------------------
4 Instruments Defining the Rights of Security
Holders, Including Indentures:
Certificate of Incorporation of Yonkers
Financial Corporation *
Bylaws of Yonkers Financial Corporation *
The Yonkers Savings and Loan Association, FA
401(k) Savings Plan *
5 Opinion of Silver, Freedman & Taff, L.L.P. Page 11
Consents of Experts and Counsel:
23 Consent of KPMG Peat Marwick llp Page 12
Consent of Silver, Freedman & Taff, L.L.P. Page 13
24 Power of Attorney Contained on
signature page.
________________________
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-81013) filed with the Commission on December 29, 1995 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
June 7, 1996
Board of Directors
Yonkers Financial Corporation
One Manor House Square
Yonkers, NY 10701-2701
Gentlemen:
We have acted as counsel to Yonkers Financial Corporation (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 (the "Registration Statement") relating to
10,000 shares of the Corporation's Common Stock, par value $.01 per share (the
"Common Stock"), to be offered pursuant to The Yonkers Savings and Loan
Association, FA 401(k) Savings Plan (the "Plan") and related interests in the
Plan.
In this connection, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Plan and related trust
agreement, the Corporation's Certificate of Incorporation, Bylaws, resolutions
of its Board of Directors and such other documents and corporate records as we
deem appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that the Common Stock
and interests in the Plan covered by the Registration Statement will, when
issued by the Plan, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
Consent of Independent Certified Public Accountants
The Board of Directors
Yonkers Financial Corporation:
Gentlemen:
We consent to the incorporation by reference (in this Registration
Statement on Form S-8 of Yonkers Financial Corporation) of our report dated
December 28, 1995, relating to the balance sheets of The Yonkers Savings and
Loan Association, FA as of September 30, 1995 and 1994, and the related
statements of income, changes in equity, and cash flows for each of the years
in the three-year period ended September 30, 1995, which report appears in the
prospectus dated February 12, 1996 included in the Registration Statement on
Form S-1 (File No. 33-81013) of Yonkers Financial Corporation. Our report
refers to changes in the methods of accounting for securities and income taxes
in fiscal 1994. We further consent to the references to our firm under the
headings "Statements of Income" and "Experts" in the prospectus.
/s/ KPMG Peat Marwick llp
Stamford, Connecticut
June 7, 1996
June 7, 1996
Board of Directors
Yonkers Financial Corporation
One Manor House Square
Yonkers, NY 10701-2701
Gentlemen:
We hereby consent to the inclusion of our opinion as Exhibit 5 of
this Registration Statement on Form S-8. 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.
SILVER, FREEDMAN & TAFF, L.L.P.
