Registration No. 333-________
As filed with the Securities
and Exchange Commission on
May 18, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Pathfinder Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-1540137
(State of Incorporation) (IRS Employer Identification No.)
214 West First Street
Oswego, New York 13126
(Address of Principal Executive Offices)
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Oswego City Savings Bank 1997 Stock Option Plan
Oswego City Savings Bank 1997 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Chris C. Gagas Alan Schick, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Pathfinder Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
214 West First Street A Professional Corporation
Oswego, New York 13126 5335 Wisconsin Ave., N.W., #400
(315) 343-0057 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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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/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 132,251(2) shares $ 6.583(3) $ 870,608.33 $257
Common Stock, par
value $.10 per share 52,901(4) shares $24.50(3) $1,296,074.50 $384
Options 132,250 options -- -- --
Totals 185,152 shares $2,166,682.53 $641
</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 Oswego City Savings Bank 1997 Stock
Option Plan (the "Stock Option Plan"), the Oswego City Savings
Bank 1997 Recognition and Retention Plan (the "Recognition Plan"
and collectively, the "Plans") as the result of a stock split,
stock dividend or similar adjustment of the outstanding Common
Stock pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for
issuance pursuant to the Stock Option Plan.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. Section 230.457(h)(1).
(4) Represents the number of shares to be issued pursuant to the
Recognition Plan.
-----------------------
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
(i) 132,521 shares of Common Stock reserved for issuance and
delivery upon the exercise of options under the Stock Option
Plan; and (ii) 52,901 shares of Common Stock reserved for
issuance and delivery upon grants under the Recognition Plan.
Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to
participants in the Stock Option Plan and the Recognition Plan,
as appropriate, as specified by Securities Act Rule 428(b)(1).
Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or "SEC") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
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, 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.
The following documents filed or to be filed with 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 as filed with the SEC on March 30, 1998.
(c) The description of Common Stock contained in the
Registration Statement on Form S-4 (Commission File No. 333-
36051) filed by the Company under the Securities Act of 1933 with
the SEC on August 19, 1997, as amended on November 3, 1997 and
November 10, 1997.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article TENTH of the Registrant's Certificate of
Incorporation provides for indemnification as follows:
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
<PAGE>
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 of Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service 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
expense 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.
<PAGE>
E. The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer, employee or agent of
the Corporation 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.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The exhibit index immediate precedes the attached exhibits.
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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
2. That, for the purpose of determining any liability
under the Securities Act of 1933, 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 1997 Stock Option Plan
and the 1997 Recognition Plan;
4. That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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; and
5. 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 Securities and Exchange
Commission 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.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Oswego City Savings Bank 1997 Stock Option Plan
(incorporated by reference to the Company's
Registration Statement on Form S-4).
4.2 Oswego City Savings Bank 1997 Recognition and
Retention Plan. (Incorporated by reference to the
Company's Registration Statement on Form S-4.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of Coopers & Lybrand LLP
<PAGE>
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 the City of Oswego,
State of New York, on this 13th day of May, 1998.
Pathfinder Bancorp, Inc.
By: /s/ Chris C. Gagas
Chris C. Gagas, 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 date indicated.
By: /s/ Chris C. Gagas By: /s/ Thomas W. Schneider
------------------------- -------------------------
Chris C. Gagas, President and Thomas W. Schneider,
Chief Executive Officer and Executive Vice President
Chairman of the Board and Chief Financial
(Principal Executive Officer) Officer (Principal
Financial Officer)
Date: May 13, 1998 Date: May 13, 1998
By: /s/ James A. Dowd By: /s/ Chris R. Burritt
------------------------- -------------------------
James A. Dowd, Controller Chris R. Burritt,
(Principal Accounting Director
Officer)
Date: May 13, 1998 Date: May 13, 1998
By: /s/ Bruce E. Manwaring By: /s/ Raymond W. Jung
------------------------- -------------------------
Bruce E. Manwaring, Director Raymond W. Jung, Director
Date: May 13, 1998 Date: May 13, 1998
By: /s/ L. William Nelson, Jr. By: /s/ Victor S. Oakes
------------------------- -------------------------
L. William Nelson, Jr., Victor S. Oakes, Director
Director
Date: May 13, 1998 Date: May 13, 1998
By: /s/ Lawrence W. O'Brien By: /s/ Corte J. Spencer
------------------------- -------------------------
Lawrence W. O'Brien, Director Corte J. Spencer,
Director
Date: May 13, 1998 Date: May 13, 1998
By: /s/ Jannette Resnick
-------------------------
Jannette Resnick, Director
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
<PAGE>
[LLGPS LETTERHEAD]
May 13, 1998
Board of Directors
Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
Re: Pathfinder Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of Pathfinder
Bancorp, Inc. (the "Company") common stock, par value $.10 per
share (the "Common Stock"), pursuant to the Oswego County Savings
Bank 1997 Stock Option Plan and 1997 Recognition Plan (together,
the "Plans"). We have reviewed the Company's Certificate of
Incorporation, Registration Statement on Form S-8 (the "Form S-
8"), as well as applicable statutes and regulations governing the
Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock,
when sold in connection with the exercise of options granted
pursuant to the Plans, will be legally issued, fully paid and
non-assessable.
This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm. We hereby consent to the use of this opinion in the Form
S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT O COOPERS & LYBRAND, LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Pathfinder Bancorp, Inc. and Subsidiary on Form S-8
of our report dated February 6, 1998, on our audits of the
consolidated financial statements of Pathfinder Bancorp, Inc. and
Subsidiary as of December 31, 1997 and 1996 and fr the years
ended December 31, 1997, 1996 and 1995, which report is
incorporated by reference in the Annual Report on Form 10-K.
COOPERS & LYBRAND LLP
Syracuse, New York
May 14, 1998
