As Filed with the Securities and Exchange Commission on April 26, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GSB FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 6036 06-1481061
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
1 South Church Street, Goshen, New York 10924
(914) 294-6151
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GSB FINANCIAL CORPORATION
INCENTIVE STOCK AWARD PLAN
STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plans)
------------------------
Stephen W. Dederick COPIES TO:
Chief Financial Officer and Treasurer Jay L. Hack, Esq.
GSB Financial Corporation Serchuk & Zelermyer, LLP
1 South Church Street,Goshen, NY 10924 81 Main Street, White Plains, NY 10601
(914) 294-6151 (914) 761-2100
(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]
<TABLE>
<CAPTION>
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Title of each Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Class of Registered Price Per Share (1) Aggregate Offering Registration Fee (3)
Securities to be Price (2)
Registered
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<S> <C> <C> <C> <C>
Common Stock 314,755 Shares $13.125 $4,131,159
$.01 par value $1,251.87
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Participation N/A(4) N/A N/A
Interests N/A
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</TABLE>
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(1) The closing price of the common stock of GSB Financial Corporation (the
"Common Stock") on the Nasdaq National Market on April 20, 1999 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) The securities of GSB Financial Corporation (the "Company" or the
"Registrant") to be issued pursuant to the GSB Financial Corporation Incentive
Stock Award Plan and the GSB Financial Corporation Stock Option and Incentive
Plan (the "Plans") 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. The registration fee has been calculated on the basis
of the maximum number of shares of Common Stock that may be issued pursuant to
the Plans.
(4) 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 Incentive Stock Award Plan.
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.
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GSB FINANCIAL CORPORATION
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the updated information regarding the
Plans required by Part I will be sent or given to the participants in the Plans
as specified by Rule 428(b)(1). Such documents are not required to be 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. These documents and the documents incorporated by reference in the
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.
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:
All documents filed by the Company pursuant to Sections 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 indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document 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 by reference
herein, modified 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.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The description of the Company's Common Stock contained in the Registrant's
Form 8-A (File No. 0-22559), as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Annual Report (the "Annual Report") on Form 10-K for the
fiscal year ended September 30, 1998, which was filed with the Commission
pursuant to the Exchange Act.
(c) All other reports filed by the Company pursuant to Section 12 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual Report.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plans 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.
Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her 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 or she 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 stockholders 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 or her, and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would otherwise have the power to indemnify him or her under
Section 145.
Article 11 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 or her fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article 11 of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, 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 request of the Company.
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Article 11 also empowers the Company to pay for expenses incurred by
directors and officers in defending and proceeding, and to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Registrant would have the power to indemnify
those persons against such liability under the law or the provisions set forth
in the Certificate of Incorporation. The Company is also authorized by its
Certificate of Incorporation to enter into individual indemnification contracts
with directors and officers. The Company currently maintains directors' and
officers' liability insurance consistent with the provisions of the Certificate
of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
23.2 Consent of Nugent & Haeussler, P.C.
24 Power of Attorney (located on the signature page).
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:
(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 which, individually or
together, represent a fundamental change in the information set forth 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
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(iii) To include any 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) above 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 termination 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 latest 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 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 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 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 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, GSB Financial
Corporation 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 Village of Goshen, State of New York, on April 20, 1999.
GSB FINANCIAL CORPORATION
By its principal executive officers:
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Stephen W. Dederick
Treasurer
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Rolland B. Peacock, III
Vice President
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Barbara Carr
Secretary
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 also constitutes and appoints Rolland B. Peacock, III, Stephen W.
Dederick, and Barbara Carr, each of whom may act alone, as their true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and in his or her 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 attorneys-in-fact and agents 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
- ---- ----- ----
/s/ ROLLAND B. PEACOCK, III Vice President April 20, 1999
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Rolland B. Peacock, III
/s/ STEPHEN W. DEDERICK Chief Financial Officer April 20, 1999
- --------------------------- and Treasurer
Stephen W. Dederick (principal financial and
accounting officer)
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/s/ BARBARA CARR Secretary April 20, 1999
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Barbara Carr
/s/ GENE J. GENGEL Director April 20, 1999
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Gene J. Gengel
/s/ THOMAS V. GUARINO Director April 20, 1999
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Thomas V. Guarino
/s/ STEPHEN O. HOPKINS Director April 20, 1999
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Stephen O. Hopkins
/s/ CLIFFORD E. KELSEY, JR. Director April 20, 1999
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Clifford E. Kelsey, Jr.
Director
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Roy L. Lippincott
/s/ HERBERT C. MUELLER Director April 20, 1999
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Herbert C. Mueller
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<PAGE>
THE PLANS
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plans) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Goshen, State of New York, on April 20, 1999
GSB Financial Corporation
Incentive Stock Award Plan and
Stock Option and Incentive Plan
By: /s/ HERBERT C. MUELLER
-----------------------------------
Herbert C. Mueller, Chairman,
GSB Financial Corporation
Compensation Committee, as
Plan Administrator
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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23.2 Consent of Nugent & Filed herewith.
Haeussler, P.C.
24 Power of Attorney Located on the signature page.
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EXHIBIT 23.2
CONSENT OF NUGENT & HAEUSSLER, P.C.
Board of Directors
GSB Financial Corporation
We consent to incorporation by reference in the registration statement on Form
S-8 of GSB Financial Corporation relating to the GSB Financial Corporation
Incentive Stock Award Plan and the Stock Option and Incentive Plan (the "Plans")
of our report dated October 27, 1998 relating to the consolidated statements of
condition of GSB Financial Corporation and subsidiaries as of September 30, 1998
and 1997, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended September 30, 1998, which report is included in the annual report
on Form 10-K of GSB Financial Corporation.
/s/ NUGENT & HAEUSSLER, P.C.
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NUGENT & HAUESSLER, P.C.
April 12, 1999
