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As filed with the Securities and Exchange Commission on December , 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ROSLYN BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6036 11-3333218
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
1400 OLD NORTHERN BOULEVARD
ROSLYN, NEW YORK 11576
(516) 621-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THE ROSLYN SAVINGS BANK
401(K) SAVINGS PLAN
(Full Title of the Plan)
------------------------
JOSEPH L. MANCINO COPIES TO:
CHAIRMAN OF THE BOARD, LAWRENCE M.F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER LESLIE MURPHY, ESQUIRE
THE ROSLYN SAVINGS BANK MULDOON, MURPHY & FAUCETTE
1400 OLD NORTHERN BOULEVARD 5101 WISCONSIN AVENUE, N.W.
ROSLYN, NEW YORK 11576 WASHINGTON, DC 20016
(516) 621-6000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / X /
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<TABLE>
<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered Price Per Share(1) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock 156,530
$.01 par Value Shares $21 3/8 $3,345,829 $987
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Participation
Interests (3) $3,345,829 (4)
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(1) The closing price of the common stock of Roslyn Bancorp, Inc. (the "Common
Stock") on the Nasdaq National Market on November 25, 1997 in accordance
with Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(4) The securities of Roslyn Bancorp, Inc. (the "Company" or the "Registrant") to
be purchased by The Roslyn Savings Bank 401(k) Savings Plan are included in
the amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
no separate fee is required for the participation interests. In accordance
with Rule 457(h) under the Securities Act, the registration fee has been
calculated on the basis of the number of shares of Common Stock that may be
purchased with the current assets of such Plan.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 12
Exhibit Index begins on Page 10
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ROSLYN BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for The Roslyn Savings
Bank 401(k) Savings Plan ("401(k) Plan") required by Part I of the Registration
Statement will be sent or given to the participants in the 401(k) Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in
reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, which includes the consolidated statements of financial
condition of The Roslyn Savings Bank (the "Bank") (the Company did not acquire
the Bank until January 10, 1997 and prior to such time had no assets or
liabilities) as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in retained earnings and cash flows for each of
the years in the three-year period ended December 31, 1996, together with the
related notes (File No.0-28886) filed with the SEC on March 31, 1997.
(b) The 401(k) Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1996, which includes the statements of assets available for
distribution of the 401(k) Plan as of December 31, 1996 and 1995, and the
related statements of changes in assets available for distribution for the years
then ended, together with the related notes and schedules (File No. 0-288886)
filed with the SEC on June 30,1997.
(c) The Form 10-Q reports filed by the Company for the fiscal quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997 (File No. 0-28886),
filed with the SEC on May 15, 1997, August 14, 1997.
and November 14, 1997, respectively.
(d) The description of the Company's Common Stock contained in the
Registrant's Form 8-A (File No. 0-28886), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder on September 6, 1996 and declared effective
on October 10, 1996, as incorporated by reference from the Company's
Registration Statement on Form S-1 (SEC file No. 333-10471) declared effective
on October 10, 1996.
(e) All documents filed by the Company and the 401(k) Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, 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 OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the 401(k) Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a Director or an Officer 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 of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, Officer, employee or
agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
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B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter and "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity
as a Director or Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the
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Corporation to the fullest extent of the provisions of this Article TENTH
with respect to the indemnification and advancement of expenses of
Directors and Officers of the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable to
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the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Roslyn Bancorp, Inc.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) 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.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 333-10471), as amended,
filed the SEC on August 20, 1996 and declared effective on October 10, 1996.
5
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) 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
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act will be governed by the final adjudication of
such issue.
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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Roslyn Bancorp,
Inc. 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 Roslyn, State of New York, on November 24, 1997.
ROSLYN BANCORP, INC.
By: /s/ Joseph L. Mancino
----------------------------------
Joseph L. Mancino
Chairman of the Board,
President 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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Mancino) constitutes and appoints Joseph L. Mancino and
Mr. Mancino hereby constitutes and appoints Michael P. Puorro, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his name, place and stead, in any and
all capacities to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things 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 all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
---- ----- ----
/s/ Joseph L. Mancino Chairman of the Board, President November 24, 1997
- ----------------------------
Joseph L. Mancino and Chief Executive Officer
(principal executive officer)
/s/ Michael P. Puorro Treasurer and Chief Financial November 24, 1997
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Michael P. Puorro Officer (principal accounting
and financial officer)
/s/ Floyd N. York Director November 24, 1997
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Floyd N. York
/s/ Victor C. McCuaig Director November 24, 1997
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Victor C. McCuaig
/s/ John P. Nicholson Director November 24, 1997
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John P. Nicholson
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/s/ James E. Swiggert Director November 24, 1997
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James E. Swiggert
/s/ Robert E. Freese Director November 24, 1997
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Robert E. Freese
/s/ Thomas J. Calabrese, Jr. Director November 24, 1997
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Thomas J. Calabrese, Jr.
/s/ Dr. Edwin Martin, Jr. Director November 24, 1997
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Dr. Edward Martin, Jr.
/s/ Richard C. Webel Director November 24, 1997
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Richard C. Webel
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roslyn, State of New York, on November 24, 1997.
The Roslyn Savings Bank 401(k) Savings Plan
By: /s/ Arthur Toohig
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Arthur Toohig
Plan Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference from the Exhibits --
Roslyn Bancorp, Inc. of the Registrant's Registration Statement on Form
S-1 filed with the SEC on August 20, 1996 and
declared effective on October 10, 1996.
23.1 Consent of KPMG Filed herewith. 12
Peat Marwick LLP
24 Power of Attorney Located on the signature page. --
</TABLE>
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EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP
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Board of Directors
Roslyn Bancorp, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Roslyn Bancorp, Inc. relating to the Roslyn Savings Bank 401(k) Savings
Plan of our report dated January 22, 1997, relating to the consolidated
statements of financial condition of Roslyn Savings Bank and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of income,
changes in retained earnings and cash flows for each of the years in the
three-year period ended December 31, 1996, which report is included in the
December 31, 1996 annual report on Form 10-K of Roslyn Bancorp, Inc., and of our
report dated May 16, 1997, relating to the statements of assets available for
distribution of the Roslyn Savings Bank 401(k) Savings Plan as of December 31,
1996 and 1995, and the related statements of changes in assets available for
distribution for the years then ended, which report is included in the December
31, 1996 annual report on Form 11-K of Roslyn Savings Bank 401(k) Savings Plan.
/s/ KPMG Peat Marwick LLP
Jericho, New York
December 2, 1997
