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As filed with the Securities and Exchange Commission on November 13, 2000
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.)
ONE JERICHO PLAZA
JERICHO, NEW YORK 11573
(516) 942-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BENEFIT RESTORATION PLAN OF
THE ROSLYN SAVINGS BANK
(Full Title of the Plan)
---------------------------------
JOSEPH L. MANCINO COPIES TO:
VICE CHAIRMAN OF THE BOARD, VICTOR CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER THOMAS P. HUTTON, ESQUIRE
ROSLYN BANCORP, INC. MULDOON, MURPHY & FAUCETTE, LLP
ONE JERICHO PLAZA 5101 WISCONSIN AVENUE, N.W.
JERICHO, NEW YORK 11753 WASHINGTON, DC 20016
(516) 942-6000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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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<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered (1) Price Per Share Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 200,000 Shares $21.125 $4,225,000 $1,116
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Participation
Interests (4) (5)
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</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Benefit Restoration Plan of The Roslyn Savings Bank (the "Plan") as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Roslyn Bancorp, Inc. pursuant to 17 C.F.R.
Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of Roslyn Bancorp, Inc. (the
"Common Stock") as reported on the Nasdaq National Market ("Nasdaq") on
November 7, 2000, in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein based upon the
maximum amount that could be issued under the plan pursuant to 17 C.F.R.
Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), 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. Accordingly, no
separate fee is required for the participation interests.
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. SECTION 230.462.
Number of Pages 14
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 document containing the information for the Benefit Restoration
Plan for The Roslyn Savings Bank (the "Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). This document is 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 Form 10-K, Annual Report, filed by the Company for the fiscal year
ended December 31, 1999, (File No. 333-72471), which includes the consolidated
statements of financial condition of Roslyn Bancorp, Inc. and subsidiaries (the
Company) as of December 31, 1999 and 1998, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1999, filed with the
SEC on March 30, 2000.
(b) The Form 10-Q reports filed by the Company for the fiscal quarters
ended March 31, 2000 and June 30, 2000 (File No. 333-72471), filed with the SEC
on May 11, 2000 and August 10, 2000, respectively.
(c) 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.
(d) All documents filed by the Company 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 Plan has been registered
pursuant to Section 12(g) 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 AND PLAN ADMINISTRATOR.
Article X and XI of the Registrant's Certificate of Incorporation provides
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.
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 an "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,
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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 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
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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.
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):
4.1 Certificate of Incorporation of the Registrant 1
4.2 Bylaws of the Registrant 2
4.3 Stock Certificate of Roslyn Bancorp, Inc. 3
4.4 Benefit Restoration Plan for The Roslyn Savings Bank 3
5.0 Opinion of Muldoon, Murphy & Faucette LLP re: legality of the
securities
23 Consent of KPMG LLP.
24 Power of Attorney is located on the signature pages.
------------------------------------
1 Incorporated herein by reference from the Exhibits contained in the
Company's quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
August 13, 1999.
2 Incorporated herein by reference from the Exhibits contained in the
Company's quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
November 12, 1999.
3 Incorporated herein by reference from the Exhibits contained in the
Registration Statement on Form S-1 (SEC No. 333-10471), as amended.
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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
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settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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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 Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Jericho, State of New York, on November 13, 2000.
ROSLYN BANCORP, INC.
By: /s/ Joseph L. Mancino
-----------------------------------------
Joseph L. Mancino
Vice 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 John M. Tsimbinos, 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,
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 Vice Chairman of the Board, November 13, 2000
------------------------- President and Chief Executive
Joseph L. Mancino Officer (principal executive officer)
/s/ John M. Tsimbinos Chairman of the Board November 13, 2000
-------------------------
John M. Tsimbinos
/s/ John R. Bransfield, Jr. Vice Chairman of the Board November 13, 2000
---------------------------
John R. Bransfield, Jr.
/s/ Michael P. Puorro Treasurer and Chief Financial November 13, 2000
--------------------------- Officer (principal accounting
Michael P. Puorro and financial officer)
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/s/ A. Gordon Nutt Director November 13, 2000
--------------------------
A. Gordon Nutt
/s/ Thomas J. Calabrese, Jr. Director November 13, 2000
----------------------------
Thomas J. Calabrese, Jr.
/s/ Maureen E. Clancy Director November 13, 2000
----------------------------
Maureen E. Clancy
/s/ Thomas A. Doherty Director November 13, 2000
--------------------------
Thomas A. Doherty
Director
--------------------------
Robert G. Freese
/s/ Leonard Genovese Director November 13, 2000
--------------------------
Leonard Genovese
/s/ Dr. Edwin W. Martin, Jr. Director November 13, 2000
----------------------------
Dr. Edwin W. Martin, Jr.
/s/ Victor C. McCuaig Director November 13, 2000
---------------------------
Victor C. McCuaig
/s James E. Swiggett Director November 13, 2000
---------------------------
James E. Swiggett
Director
---------------------------
Spiros J. Voutsinas
/s/ Richard C. Webel Director November 13, 2000
---------------------------
Richard C. Webel
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
------------ ------------------------- ----------------------------------------------------- ----------
<S> <C> <C>
4.1 Certificate of Incorporated herein by reference from the Exhibits
Incorporation of the of the Registrant's Registration Statement on Form
Registrant S-1 filed with the SEC
4.2 Bylaws of the Incorporated herein by reference from the Exhibits
Registrant of the Registrant's Registration Statement on Form
S-1 filed with the SEC
4.3 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
4.4 Benefit Restoration Incorporated herein by reference from the Exhibits
Plan for The Roslyn of the Registrant's Registration Statement on Form
Savings Bank S-1 filed with the SEC
5.0 Opinion of Muldoon, Filed herewith. 11
Murphy & Faucette
LLP re: legality of
the securities
23 Consents of KMPG Filed herewith. 14
LLP
24 Power of Attorney Located on the signature page.
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