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As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. ____-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RICHMOND COUNTY FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6036 06-1498455
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
1214 CASTLETON AVENUE
STATEN ISLAND, NEW YORK 10310
(718) 448-2800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RICHMOND COUNTY SAVINGS BANK
401(K) SAVINGS PLAN
(Full Title of the Plan)
MICHAEL F. MANZULLI COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER LAWRENCE M.F. SPACCASI, ESQUIRE
RICHMOND COUNTY FINANCIAL CORP. MARC P. LEVY, ESQUIRE
1214 CASTETON AVENUE CATHLEEN M. DOWDIE, ESQUIRE
STATEN ISLAND, NEW YORK 10310 MULDOON, MURPHY & FAUCETTE
(718) 448-2800 5101 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 362-0840
(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 Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered Price Per Share(1) Offering Price(2) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 153,225 Shares $18.688 $2,863,477 $ 845
- --------------------------------------------------------------------------------------------------
Participation
Interests (3) $2,863,477 (4)
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</TABLE>
(1)The closing price of the common stock of Richmond County Financial Corp. on
the Nasdaq National Market on March 30, 1998 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)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 employee benefit plan described herein.
(4)The securities of Richmond County Financial Corp. (the "Company" or the
"Registrant") to be purchased by the Richmond County Savings Bank 401(k)
Savings Plan 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. In accordance with Rule 457(h) under the Securities Act, 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.
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. SS.230.462.
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RICHMOND COUNTY FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for Richmond County
Savings Bank 401(k) Savings Plan ("Savings Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the Savings
Plan as specified by Rule 428(b)(1). Such documents are 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 Prospectus filed with the SEC by the Registrant and declared
effective on December 16, 1997, which includes the consolidated balance sheet of
Richmond County Savings Bank (the "Bank") (the Company did not acquire the Bank
until February 17, 1998), and subsidiaries as of the years ended June 30,1997
and 1996 and the short period ending August 31, 1997, and the related
consolidated statements of income, changes in stockholder's equity, and cash
flows for each of the three years in the period ended June 30, 1997, and the
short period ending August 31, 1997, together with the related notes and the
report, dated August 22, 1997, of Ernst & Young LLP, independent certified
public accountants; and which also includes the statements of net assets
available for plan benefits of the Savings Plan as of December 31, 1996, and
December 31, 1995, and the related statements of changes in net assets available
for plan benefits as of December 31, 1996, and December 31, 1995 together with
the related notes and the report, dated July 14, 1997, of Ernst & Young LLP.
(b) The Form 10-Q report filed by the Company for the fiscal quarters
ending September 30, 1997, and December 31, 1997, (File No. 0-23271) filed with
the SEC on January 29, 1998, and February 10, 1998, respectively.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0- 23271), 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 October 27, 1997 and declared effective December 15,
1997, as incorporated by reference from the Company's Form S-1 declared
effective on December 15, 1997.
(d) All documents filed by the Company and the Savings Plan, where
applicable, 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 Savings Plan 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.
The consolidated statements of financial condition of the Bank and
subsidiaries as of June 30, 1997 and 1996, and the related consolidated
statements of income, equity capital, and cash flows for each of the years in
the three-year period ended June 30, 1997, together with the related notes and
the reports of Ernst & Young LLP independent certified public accountants, dated
August 22, 1997 incorporated by reference in this Registration Statement, have
been incorporated herein in reliance upon the authority of said firm as experts
in accounting and auditing.
The statements of assets available for distribution of the Savings Plan as
of December 31, 1996 and 1995, and the related statements of changes in assets
available for distribution for the years then ended, together with the related
notes, schedules and the report of Ernst & Young LLP, independent certified
public accountants, dated July 14, 1997 incorporated by reference in this
Registration Statement, have been incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide 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
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disposition (hereinafter and "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, 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 the
- --------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the
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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.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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):
3.1 Certificate of Incorporation of Richmond County Financial Corp.
4 Documents defining the rights of security holders, including
indentures. This exhibit is incorporated by reference from
exhibit 3.1.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the Savings Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to
qualify the plan.
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 333-37009), as amended, and
declared effective on December 16, 1997.
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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 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 will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Richmond
County Financial Corp. certifies that is 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 New York, State of New York, on April 2, 1998.
RICHMOND COUNTY FINANCIAL CORP.
By:/s/ Michael F. Manzulli
--------------------------------
Michael F. Manzulli
Chairman of the Board, Chief
Executive Officer and President
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. Manzulli) constitutes and appoints Michael F. Manzulli and
Mr. Manzulli appoints Thomas R. Cangemi, as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him 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, respectively, 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/ Michael F. Manzulli Chairman of the Board, April 2, 1998
- ----------------------- Chief Executive Officer and
Director (principal
executive officer)
/s/ Thomas R. Cangemi Senior Vice President, Chief April 2, 1998
- ----------------------- Officer, Secretary & Treasurer
Thomas R. Cangemi (principal accounting
and financial officer)
/s/ Anthony E. Burke Director April 2, 1998
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Anthony E. Burke
/s/ Godfrey H. Carstens, Jr. Director April 2, 1998
- ----------------------------
Godfrey H. Carstens, Jr.
/s/ Robert S. Farrell Director April 2, 1998
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Robert S. Farrell
/s/ William C. Frederick, M.D. Director April 2, 1998
- ------------------------------
William C. Frederick, M.D.
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/s/ James L. Kelley Director April 2, 1998
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James L. Kelley
/s/ T. Ronald Quinlan, Jr. Director April 2, 1998
- ---------------------------
T. Ronald Quinlan, Jr.
/s/ Maurice K. Shaw Director April 2, 1998
- ---------------------------
Maurice K. Shaw
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Richmond County Savings Bank 401(k) Savings
Plan) have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on April 2, 1998.
RICHMOND COUNTY SAVINGS BANK 401(K) SAVINGS PLAN
By: /s/ Dorothy Episcopia
--------------------------
Dorothy Episcopia
By: /s/ Charles F. Hermann III
---------------------------
Charles F. Hermann III
As Plan Administrator
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<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------ ------------------------------------------------------- -------------
<S> <C> <C> <C>
3.1 Certificate of Incorporated herein by reference from the Exhibits
Incorporation of of the Registrant's Registration Statement on Form
Richmond County S-1 filed with the SEC and declared effective on
Financial Corp. December 16, 1997.
4 Documents defining Incorporated herein by reference from Exhibit 3.1. --
the rights of security
holders, including
indentures.
23.1 Consent Ernst & Filed herewith. 11
Young LLP.
24 Power of Attorney Located on the signature page. --
</TABLE>
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EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP
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CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the Richmond County Savings
Bank 401(k) Savings Plan in RSI Retirement Trust and to the incorporation by
reference therein of our reports dated August 22, 1997 (with respect to the
consolidated financial statements of Richmond County Savings Bank as of June 30,
1997 and 1996 and for each of the years in the three year period ended June 30,
1997) and dated July 14, 1997 (with respect to the financial statements of
Richmond County Savings Bank 401(k) Savings Plan in RSI Retirement Trust as of
and for the years ended December 31, 1996 and 1995), included in the Prospectus
and Prospectus Supplement, respectively, of Richmond County Financial Corp.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
March 19, 1998
