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Registration No. 333-
Filed March 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
Staten Island Bancorp, Inc.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Articles of Incorporation)
DELAWARE 13-3958850
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
15 Beach Street
Staten Island, New York 10304-2713
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(Address of Principal Executive Offices)
1998 Stock Option Plan
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(Full Title of the Plan)
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Copies to:
Harry P. Doherty
Chairman of the Board and Chief Executive Officer Hugh T. Wilkinson, Esq.
Staten Island Bancorp, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
15 Beach Street 734 15th Street, N.W.
STATEN ISLAND, NEW YORK 10304-2713 Washington, D.C. 20005
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(Name and Address of Agent For Service)
(202) 347-0300
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(718) 447-7900
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(Telephone Number, Including Area Code, of Agent for Service)
Page 1 of 9 Pages
Index to Exhibits is Located on Page 6
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CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
(1)
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<S> <C> <C> <C> <C>
Common Stock,
par value 3,056,000 $22.875(3) $69,906,000(3)
$0.01
Common Stock,
par value 1,242,125 $16.844(4) 20,922,354(4)
$0.01 --------- -----------
Total 4,298,125(2) $90,828,354 $25,250.00
------------ ----------- ----------
------------ ----------- ----------
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(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 Staten Island Bancorp, Inc. (the "Company" or the "Registrant")
Stock Option Plan (the "Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, $0.01
par value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase 3,056,000 shares of Common
Stock which are outstanding under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for the 1,242,125 shares
for which stock options have not been granted under the Plan is equal
to the average of the high and low prices of the Common Stock of the
Company on March 23, 1999 on the New York Stock Exchange.
--------------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997 filed with the Commission on
March 31, 1998;
(b) All reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the financial
statements in the Annual Report referred to in clause
(a) above;
(c) The description of the Common Stock of the Company
contained in "Description of Capital Stock of the
Company" in the Prospectus included in Staten Island
Bancorp, Inc.'s Registration Statement on Form S-1
(File No. 333-32113);
(d) All documents filed by the Company pursuant to
Sections 13(a), 13(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 have been sold or 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 or is 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation law of the State of
Delaware, Articles 9 and 10 of the Registrant's Certificate of Incorporation and
Article VI of the Registrant's Bylaws provide as follows:
ARTICLE 9. LIABILITY OF DIRECTORS AND OFFICERS. The personal liability of the
directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Delaware as it exists on the effective date of this Certificate of
Incorporation or as such law may be thereafter in effect. No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
ARTICLE 10. INDEMNIFICATION. The Corporation shall indemnify its directors,
officers, employees, agents and former directors, officers, employees and
agents, and any other persons serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (i) shall not be deemed exclusive of any
other right to which any person seeking indemnification may be entitled under
any bylaw, agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
any other capacity, and (ii) shall inure to the benefit of the heirs, executors
and administrators of any such person. The Corporation shall have the power, but
shall not be obligated, to purchase and maintain insurance on behalf of any
person or persons enumerated above against any liability asserted against or
incurred by them or any of them arising out of their status as corporate
directors, officers, employees, or agents whether or not the Corporation would
have the power to indemnify them against such liability under the provisions of
this Article 10.
ARTICLE VI OF BYLAWS - INDEMNIFICATION, ETC. OF DIRECTORS, OFFICERS AND
EMPLOYEES
6.1 INDEMNIFICATION. The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.
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6.2 ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.
6.3 OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.
6.4 INSURANCE. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.
6.5 MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
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ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
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NO. EXHIBIT PAGE
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4 Form of Common Stock Certificate* ----
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the E-1
legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained ----
in the opinion included as Exhibit 5)
23.2 Consent of Independent Accountants E-3
24 Power of attorney for any subsequent amendments ----
(located in the signature pages of this Registration
Statement)
99 1998 Stock Option Plan** ----
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* Incorporated by reference from the Company's Registration Statement on Form
S-1 as filed on July 25, 1997 (File No. 333-32113).
** Incorporated by reference from the Company's Proxy Statement on Schedule
14A as filed on June 5, 1998 (File No. 333-32113).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
6
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effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the 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.
5. 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.
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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 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 Staten Island, State of New York,
on this 17th day of March, 1999.
STATEN ISLAND BANCORP, INC.
By: /S/ HARRY P. DOHERTY
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Harry P. Doherty
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints Harry P. Doherty his or her true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
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NAME TITLE DATE
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/S/ HARRY P. DOHERTY Chairman of the Board March 17, 1999
- ---------------------------------- and Chief Executive
Harry P. Doherty Officer (principal
executive officer)
/S/ JAMES R. COYLE Director, President and Chief March 17, 1999
- ---------------------------------- Operating Officer
James R. Coyle
/S/ EDWARD J. KLINGELE Senior Vice President March 17, 1999
- ---------------------------------- and Chief Financial Officer
Edward J. Klingele
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NAME TITLE DATE
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<S> <C> <C>
/S/ HAROLD BANKS Director March 17, 1999
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Harold Banks
/S/ CHARLES J. BARTELS Director March 17, 1999
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Charles J. Bartels
/S/ WILLIAM G. HORN Director March 17, 1999
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William G. Horn
/S/ DENIS P. KELLEHER Director March 17, 1999
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Denis P. Kelleher
/S/ JULIUS MEHRBERG Director March 17, 1999
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Julius Mehrberg
/S/ JOHN R. MORRIS Director March 17, 1999
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John R. Morris
/S/ KENNETH W. NELSON Director March 17, 1999
- ---------------------------------------
Kenneth W. Nelson
/S/ WILLIAM E. O'MARA Director March 17, 1999
- ---------------------------------------
William E. O'Mara
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EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J.VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES
JOHN P. SOUKENIK* CRISTIN ZEISLER
GERALD F. HEUPEL, JR. ANDREW B. ROSENSTEIN
JEFFREY A. KOEPPEL ERIC M. MARION*
DANIEL P. WEITZEL DANIEL R. KLEINMAN*
PHILIP ROSS BEVAN
HUGH T. WILKINSON
March 26, 1999 OF COUNSEL
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ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Staten Island Bancorp, Inc.
15 Beach Street
Stapleton, New York 10304
Re: Registration Statement on Form S-8
4,298,125 Shares of Common Stock
Gentlemen:
We are special counsel to Staten Island Bancorp, Inc., a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 4,298,125 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1998 Stock Option Plan (the "Plan") upon the exercise of stock
options and/or appreciation rights (referred to as "Option Rights"). The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary under the Plan to adjust the number of shares
reserved thereby for issuance as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Corporation. We have
been requested by the Corporation to furnish an opinion to be included as an
exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Certificate of Incorporation and Bylaws of the
Corporation, the Plan, a specimen stock certificate evidencing the Common Stock
of the Corporation and such other corporate records and documents
<PAGE>
Board of Directors
March ____, 1999
Page 2
as we have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the
shares of Common Stock issuable pursuant to Option Rights granted under the
terms of the Plan will continue to be validly authorized on the dates the
Common Stock is issued pursuant to the Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the
Plan will constitute valid, legal and binding obligations of the Corporation
and will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) the Option Rights are
exercised in accordance with their terms and the exercise price therefor is
paid in accordance with the terms thereof; (iv) no change occurs in
applicable law or the pertinent facts; and (v) the provisions of "blue sky"
and other securities laws as may be applicable will have been complied with
to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Plan and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /S/ HUGH T. WILKINSON
-----------------------------------
Hugh T. Wilkinson, a Partner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 21, 1998 incorporated by reference in Staten Island Bancorp Inc.'s
Form 10-K for the year ended December 31, 1997 and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
New York, New York
March 26, 1999
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