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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WARWICK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1497903
(State of incorporation or organization) (I.R.S. Employer Identification No.)
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(Address of principal executive offices, including zip code)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE NOT APPLICABLE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: ___________ (if applicable) NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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1. General.
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On October 17, 2000, the Board of Directors of Warwick Community
Bancorp, Inc., a Delaware corporation ("Company"), declared a dividend of one
preferred share purchase right ("Right") for each share of the Company's common
stock, par value $0.01 per share ("Common Shares"). The dividend is payable on
November 1, 2000 ("Record Date") to the shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company, after
the Distribution Date (as defined below), a one one-hundredth (1/100) interest
in a share of Series A Junior Participating Preferred Stock, par value $0.01 per
share ("Preferred Shares"), of the Company, at a price of $50.00 ("Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement ("Rights Agreement"), dated as of October 17, 2000,
by and between the Company and Registrar and Transfer Company, as rights agent
("Rights Agent").
2. Distribution Date.
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Until the Distribution Date (as defined below), the Rights will
be attached to and traded with the Common Shares, and will be evidenced by the
certificates for such Common Shares. The Rights "detach" from the Common Shares
on the Distribution Date. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date, and all Rights held by an Acquiring Person (as defined
below) will become null and void.
The term "Distribution Date" means the earlier of (a) the close
of business on the 20th business day following a public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 10% or more of the outstanding Common Shares (collectively, an
"Acquiring Person") or (b) the 20th business day (or such later date as may be
determined by the Company's Board of Directors) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in a person or group of persons becoming an
Acquiring Person.
3. Transfer of Rights and Certificates.
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The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
certificates for Common Shares issued after the Record Date upon the transfer or
new issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificates. After the Distribution Date, the Right
Certificates alone will evidence the Rights.
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4. Exercise Period.
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The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Final Expiration Date, unless the Final Expiration
Date is extended or the Rights are earlier redeemed by the Company. The term
"Final Expiration Date" is defined in the Rights Agreement and generally means
November 1, 2010.
5. Adjustments.
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(a) The Purchase Price payable and the number of interests in
Preferred Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
(b) The number of outstanding Rights and the number of 1/100
interests in Preferred Shares issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
(c) With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of 1/100 of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts) and,
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading day prior to the date of exercise.
6. Preferred Shares.
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(a) Interests in Preferred Shares purchasable upon exercise of
the Rights will not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment in an amount per share equal to
the greater of (i) $1.00 and (ii) 100 times the dividend declared per Common
Share for such quarter. In the event of liquidation, the holders of the
interests in Preferred Shares will be entitled to a minimum preferential
liquidation payment in an amount per share equal to the greater of (x) $100.00
and (y) 100 times the payment made per Common Share. Each Preferred Share will
have 100 votes, voting together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary anti-dilution
provisions.
(b) Because of the nature of the dividend, liquidation and
voting rights of the Preferred Shares, the value of the 1/100 interest in a
Preferred Share purchasable upon exercise of a Right should approximate the
value of one Common Share.
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7. Exercise of Rights for Common Shares.
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In the event that any person becomes an Acquiring Person,
proper provision will be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive, upon the exercise thereof at the
then-current Purchase Price, that number of Common Shares having a market value
of two times the Purchase Price. In the event that the Company is acquired in a
merger or other business combination transaction or 50% or more of its
consolidated assets or earning power is sold, proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then-current Purchase Price, that number of shares of
common stock of the acquiring company that, at the time of such transaction, has
a market value of two times the Purchase Price.
8. Optional Exchange of Rights.
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At any time after a person or group of persons becomes an
Acquiring Person and prior to the acquisition by such person or group of persons
of 50% or more of the outstanding Common Shares, the Company's Board of
Directors may exchange the Rights (other than Rights owned by such person or
group, which shall be void), in whole or in part, at an exchange ratio (subject
to adjustment) of one Common Share per Right. At its option, the Board may
substitute interests in Preferred Shares (or shares of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges)
for Common Shares exchangeable for Rights at an initial rate (subject to
adjustment) of a 1/100 interest in a Preferred Share (or equivalent preferred
share) for each Common Share.
9. Redemption of Rights.
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At any time before a person or group of persons becomes an
Acquiring Person, the Company's Board of Directors may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right ("Redemption Price").
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate, and the only right of the holders of Rights will be to receive
the Redemption Price.
10. Amendments.
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The terms of the Rights may be amended by the Company's Board of
Directors without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights to not less
than the largest percentage of the outstanding Common Shares then known by the
Company to be beneficially owned by any person or group of affiliated or
associated persons; PROVIDED, HOWEVER, that, from and after such time as any
person or group becomes an Acquiring Person, the terms of the Rights may not be
amended in any manner that would adversely affect the interests of any holders
of the Rights (other than an Acquiring Person or any affiliate or associate
thereof).
11. Rights Prior to Exercise.
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Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
filed herewith as Exhibit 4.1.
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ITEM 2. EXHIBITS.
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The following exhibits are filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement, dated as of October 17,
2000, by and between Warwick Community
Bancorp, Inc. and Registrar and Transfer
Company, as Rights Agent
4.2 Form of Right Certificate (included as Exhibit
B to the Rights Agreement filed herewith as
Exhibit 4.1)
4.3 Certificate of Designations, Preferences and
Rights of Series A Junior Participating
Preferred Stock (included as Exhibit A to the
Rights Agreement filed herewith as Exhibit
4.1)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
WARWICK COMMUNITY BANCORP, INC.
By:/s/ Ronald J. Gentile
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Ronald J. Gentile
President and Chief Operating Officer
Dated: October 17, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement, dated as of October 17,
2000, by and between Warwick Community
Bancorp, Inc. and Registrar and Transfer
Company, as Rights Agent
4.2 Form of Right Certificate (included as Exhibit
B to the Rights Agreement filed herewith as
Exhibit 4.1)
4.3 Certificate of Designations, Preferences and
Rights of Series A Junior Participating
Preferred Stock (included as Exhibit A to the
Rights Agreement filed herewith as Exhibit
4.1)
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