UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
Commission file number 000-29666
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 14-1801465
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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52 North Main Street, Gloversville, New York 12078
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (518)725-6331
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
twelve months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such requirements for the past
90 days. YES [X] NO [ ]
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
As of September 30, 1998, there were issued and outstanding 663,243 shares
of the Registrant's Common Stock. The aggregate market value of the voting stock
held by non-affiliates of the Registrant, computed by reference to the closing
price of such stock on the Nasdaq National Market as of September 30, 1998, was
approximately $8.3 million. (The exclusion from such amount of the market value
of the shares owned by any person shall not be deemed an admission by the
Registrant that such person is an affiliate of the Issuer.)
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ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
1998 FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS
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PART III
Item 10. Directors and Executive Officers of the Registrant.........1
Item 11. Executive Compensation.....................................2
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................5
Item 13. Certain Relationships and Related Transactions.............6
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the Board of
Directors of Adirondack Financial Services Bancorp, Inc. ("Adirondack") as of
September 30, 1998.
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Shares of
Common Stock
Beneficially Owned at
Director Term to September 30,
Name Age(1) Position(s) Held in the Company Since(2) Expire 1998 Percent of Class
Priscilla J. Bell 49 Director 1996 2002 4,250 (3)
Robert J. Sofarelli 54 Director 1993 2002 1,500 (3)
Timothy E. Delaney 36 Director 1993 2001 15,000 2.26%
Lewis E. Kolar 61 Director, President 1995 2001 8,432 1.27%
& Chief Executive Officer
Donald I. Lee 72 Director and Recording 1971 2000 500 (3)
Secretary
Richard D. Ruby 50 Chairman of the Board 1975 2000 18,755 2.83%
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(1) As of September 30, 1998.
(2) Includes service as a director of Gloversville Federal Savings & Loan
Association.
(3) Less than 1.0%.
The business experience of each of Adirondack's directors for at least the
past five years is as follows:
Dr. Priscilla J. Bell. Dr. Bell has served as the President of Fulton
Montgomery Community College since 1995. From 1978 to 1995, Dr. Bell worked at
the Tacoma Community College, Tacoma, Washington, where she was Dean of Student
Services.
Timothy E. Delaney. Mr. Delaney is the President and Chief Financial
Officer of Delaney Construction Corporation, a company specializing in heavy
highway construction, which he founded in 1982.
Lewis E. Kolar. Mr. Kolar is the President and Chief Executive Officer of
the Association, a position he has held since October 1994. Mr. Kolar has more
than 20 years of commercial banking experience including service as a Senior
Vice-President and Regional Executive Officer at the National Bank & Trust
Company, Norwich, New York, from 1989 to 1994.
Donald I. Lee. Mr. Lee is the President of Lee & Lee Associates, Saratoga
Springs, New York, and a partner in Lee's Deer Run Bed & Breakfast, Stillwater,
New York.
Richard D. Ruby. Mr. Ruby has been the owner and President of Ruby & Quiri,
Inc., a home furnishings center, located in Gloversville, New York, since 1969.
Dr. Robert J. Sofarelli. Dr. Sofarelli has been a veterinarian since 1971,
and is the owner of Saratoga Veterinary Hospital, Planned Pets, a Saratoga
veterinary hospital and Paws & Claws, a distributor of pet foods located in
Wilton, New York.
The Following table sets forth certain information regarding the executive
officers of Adirondack.
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Name Title
Lewis E. Kolar President and Chief Executive Officer
Menzo D. Case Executive Vice-President, Chief Financial Officer and Secretary
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Executive Officers Who Are Not Directors. The business experience of the
executive officers who are not also directors is set forth below.
Menzo D. Case, age 35. Mr. Case is a certified public accountant and has
served as the Association's Treasurer since December 1993. Mr. Case was promoted
to Executive Vice President and Chief Operating Officer in July 1994.
Previously, Mr. Case was an accountant with KPMG Peat Marwick from 1989 to 1993.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Adirondack's directors and
executive officers, and persons who own more than 10% of a registered class of
Adirondack's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of Adirondack Common Stock and
other equity securities of Adirondack. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish Adirondack with copies
of all Section 16(a) forms they file.
To Adirondack's knowledge, based solely on a review of the copies of such
reports furnished to Adirondack and written representations that no other
reports were required during the fiscal year ended September 30, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or granted to Adirondack's Chief Executive Officer for fiscal 1998. No other
employee of Adirondack earned compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
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Annual Compensation(1) Awards Long-Term Compensation
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Restricted
Other Annual Stock Options/ All Other
Name and Principal Position Year Salary Bonus Compensation Award(s) SARs Compensation (2)
($) ($) ($)
Lewis E. Kolar 1998 $84,000 --- --- N/A N/A 11,222
1997 $83,077 $8,400 --- N/A N/A 11,731
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(1) In accordance with the revised rules on executive compensation
disclosure adopted by the Securities and Exchange Commission ("SEC"),
Summary Compensation information is excluded for the fiscal years ended
December 31, 1995 and 1996.
(2) Pursuant to SEC rules, the table above excludes perquisites and
other personal benefits which do not exceed the lesser of $50,000 or 10% of
salary and bonus.
EMPLOYMENT AGREEMENTS
The Association has entered into change in control severance agreements
with Messrs. Kolar and Case. The agreements provide for an initial term of 24
months and 12 months, respectively. The agreements provide for extensions of one
year, on each anniversary of the effective date of the agreement, subject to a
formal performance evaluation performed by disinterested members of the Board of
Directors of the Association. The agreement provides for termination for cause
or in certain events specified by OTS regulations.
The agreements provide for a lump sum payment to Mr. Kolar and Mr. Case of
200% and 100% of their respective annual base compensation and the continued
payment for the remaining term of the contract of life and health insurance
coverage maintained by the Association in the event there is a "change in
control" of the Association where employment terminates involuntarily following
such change in control. This termination payment is subject to reduction to the
extent non-deductible for federal income tax purposes. For the purposes of the
agreements, a "change in control" is defined as any event which would require
the filing of an application for acquisition of control or notice of change in
control pursuant to 12 C.F.R. Section 574.3 or 4 or any successor regulation.
Such events are generally triggered prior to the acquisition of control of 10%
of the Company's Common Stock.
DIRECTOR COMPENSATION
The Company does not compensate the directors for serving on the Board of
the Company. Directors of the Association are paid a fee of $950 per meeting for
serving on the Board of Directors, and the Chairman of the Board is paid a fee
of $1,050 per meeting. These fees are paid only to Board members who are not
employees.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of September 30, 1998, there were 663,243 shares of Adirondack Common
Stock issued and outstanding.
The following table sets forth, as of September 30, 1998, certain
information as to (i) those persons who were known by management to be
beneficial owners of more than 5% of the outstanding shares of Adirondack Common
Stock and (ii) the shares of Adirondack Common Stock beneficially owned by the
directors, nominees and executive officers of FirstFederal as a group.
The following table sets forth information regarding share ownership of:
(i) those persons or entities known by management to beneficially own more than
five percent of the Common Stock and (ii) all directors and executive officers
of the Company and the Association as a group. Shares Beneficially Owned Percent
Beneficial Owner at September 30, 1998 of Class.
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Shares Beneficially Owned Percent
Beneficial Owner at September 30, 1998 of Class
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Five Percent Beneficial Owners
Gloversville Federal Savings and Loan Association Employee Stock
Ownership Plan. 52,900 7.98%
Directors and Named Officers
Lewis E. Kolar, Director, President and Chief Executive Officer 8,432 1.27%
Menzo D. Case, Executive Vice-President,
Chief Financial Officer and Secretary 5,370 (1)
Priscilla J. Bell, Director 4,250 (1)
Timothy E. Delaney, Director 15,000 2.26%
Donald I. Lee, Director 500 (1)
Richard D. Ruby, Chairman of the Board 18,755 2.83%
Robert J. Sofarelli, Director 1,500 (1)
All Directors and Officers as a Group (7 persons) 53,807 8.11%(2)
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(1) Less than 1.0%.
(2) The group includes all current directors and nominees, includes shares held
directly, as well as shares held jointly with family members, shares held in
retirement accounts, held in a fiduciary capacity or by certain family members,
with respect to which shares the listed individuals or group members may be
deemed to have sole or shared voting and/or investment power. The amount also
includes 1,471 shares allocated to the accounts of participants under the ESOP.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Association follows a policy of granting loans to the Association's
directors, officers and employees. The loans to executive officers and directors
are made in the ordinary course of business and on the same terms and conditions
of those of comparable transactions prevailing at the time, in accordance with
the Association's underwriting guidelines and do not involve more than the
normal risk of non-collectibility of present other unfavorable features;
provided however, that under the Association's current policy, employees are
eligible for a 50 basis point reduction on interest rates on residential
mortgage loans. Loans to all directors and executive officers and their
associates, including outstanding balances and commitments totaled $394,168 at
September 30, 1998, which was 11.2% of retained earnings and 4.3% of total
stockholders' equity at that date.
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SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ADIRONDACK FINANCIAL SERVICES
BANCORP, INC.
By:/s/Lewis E. Kolar
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Lewis E. Kolar, President,
Chief Executive Officer and Director
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
/s/Lewis E. Kolar /s/Richard D. Ruby
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Lewis E. Kolar, President, Richard D. Ruby, Chairman of the Board
Chief Executive Officer and Director
(Principal Executive and Operating Officer)
Date: January 28, 1999 Date: January 28, 1999
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/s/Priscilla J. Bell /s/Timothy E. Delaney
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Priscilla J. Bell, Director Timothy E. Delaney, Director
Date: January 28, 1999 Date: January 28, 1999
/s/Donald I. Lee /s/Robert J. Sofarelli
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Donald I. Lee, Director and Recording Robert J. Sofarelli, Director
Secretary
Date: January 28, 1999 Date: January 28, 1999
