Registration No. 333-_____ As filed with the Commission on December 21, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Sound Federal Bancorp
(Exact Name of Registrant as Specified in its Charter)
United States 13-4029393
(State of Incorporation) (IRS Employer Identification No.)
300 Mamaroneck Avenue
Mamaroneck, New York 10543
(Address of Principal Executive Offices and Zip Code)
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Sound Federal Bancorp 1999 Stock Option Plan
Sound Federal Bancorp 1999 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Richard P. McStravick Alan Schick, Esquire
President and Chief Executive Officer Joanne Jacobson, Esquire
Sound Federal Bancorp Luse Lehman Gorman Pomerenk & Schick
300 Mamaroneck Avenue A Professional Corporation
Mamaroneck, New York 10543 5335 Wisconsin Ave., NW, #400
(914) 698-6400 Washington, D.C. 20015
(Name, Address and Telephone (202) 274-2000
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|
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CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Per Aggregate Offering
Share Price
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<S> <C> <C> <C> <C>
Common Stock,
par value $.10 210,738 shares (2) $ 9.125 (3) $1,922,984.20 $535.00
per share
Common Stock,
par value $.10 105,369 shares (4) $ 9.125 (5) $ 961,492.12 $267.00
per share
Total 316,107 shares $2,884,476.30 $802.00
============================================================================================================
</TABLE>
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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 Sound Federal Bancorp 1999 Stock Option Plan (the " Stock Option
Plan"), and the Sound Federal Bancorp 1999 Recognition and Retention Plan
(the "Recognition and Retention Plan") as the result of a stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
Sound Federal Bancorp pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for issuance for options
granted pursuant to the Stock Option Plan.
(3) Determined by the exercise price of options pursuant to 17
C.F.R. Section 230.457(h)(1).
(4) Represents the number of shares awarded or available for award pursuant to
the Recognition and Retention Plan.
(5) Determined by reference to the fair market value of the common stock on
October 20, 1999, pursuant to 17 C.F.R. Section 230.457(c).
------------------------------------
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.
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<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Stock Option Plan and
the Recognition and Retention Plan (collectively the "Plans") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by Sound Federal
Bancorp (the "Company") with the Commission are hereby incorporated by reference
in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended March 31, 1999
(File No. 0-24811) filed pursuant to Rule 13a-1 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the year covered by the Annual Report
referred to above;
(c) the Company's definitive Proxy Statement for its Special Meeting of
Stockholders held on October 14, 1999;
(d) the description of the common stock, par value $.10 per share, of the
Company contained in the Company's Registration Statement on Form S-1 (File
No. 333-57377) originally filed with the Commission on June 22, 1998 and
all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the prospectus.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to William
H. Morel, Senior Vice President and Secretary, Sound Federal Bancorp, 300
Mamaroneck Avenue, Mamaroneck, New York 10543-2647, telephone number (914)
698-6400.
All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Generally, federal regulations define areas for indemnity coverage for federal
savings associations, as follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:
(i) Any amount for which that person becomes liable under a judgment
in such action; and
(ii) Reasonable costs and expenses, including reasonable attorneys'
fees, actually paid or incurred by that person in defending or
settling such action, or in enforcing his or her rights under
this section if he or she attains a favorable judgement in such
enforcement action.
(b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:
(i) Final judgement on the merits is in his or her favor; or
(ii) In case of:
a. Settlement,
b. Final judgement against him or her, or
c. Final judgement in his or her favor, other than on the
merits, if a majority of the disinterested directors of the
savings association determine that he or she was acting in
good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it
under the circumstances and for a purpose he or she could
reasonably have believed under the circumstances was in the
best interest of the savings association or its members.
However, no indemnification shall be made unless the
association gives the Office at least 60 days notice of its
intention to make such indemnification. Such notice shall
state the facts on which the action arose, the terms of any
settlement, and any disposition of the action by a court.
Such notice, a copy thereof, and a certified copy of the
resolution containing the required determination by the
board of directors shall be sent to the Regional Director,
who shall promptly acknowledge receipt thereof. The notice
period shall run from the date of such receipt. No such
indemnification shall be made if the OTS advises the
association in writing, within such notice period, of its
objection thereto.
(c) As used in this paragraph:
(i) "Action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) "Court" includes, without limitation, any court to which or in
which any appeal or any proceeding for review is brought;
(iii)"Final Judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with
no appeal taken;
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(iv) "Settlement" includes the entry of a judgment by consent or
confession or a plea of guilty or of nolo contendere.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
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Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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<S> <C> <C>
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 Sound Federal Bancorp 1999 Stock Option Plan **
10.2 Sound Federal Bancorp 1999 Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C.
23.2 Consent of KPMG LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
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** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's October 14, 1999 special meeting of stockholders, filed with
the Commission on September 13, 1999, which is incorporated herein by
reference.
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 plan of distribution 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 Stock Option Plan and the Recognition and Retention 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 this 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
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<PAGE>
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.
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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 the City of Mamaroneck, State of New York, on this 20th day
of December, 1999.
Sound Federal Bancorp
By: Richard P. McStravick
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Richard P. McStravick.
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Sound Federal Bancorp
(the "Company") hereby severally constitute and appoint Richard P. McStravick as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Richard P. McStravick may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Richard P. McStravick shall do
or cause to be done by virtue thereof.
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/ Richard P. McStravick By: /s/ William H. Morel
------------------------------- ------------------------------------
Richard P. McStravick William H. Morel
President, Chief Executive Senior Vice President, Chief Lending
Officer and Director Officer and Corporate Secretary
(Principal Executive Officer)
Date: December 20, 1999 Date: December 20, 1999
By: /s/ Bruno J. Gioffre By: /s/ Anthony J. Fabiano
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Bruno J. Gioffre, Anthony J. Fabiano, Vice President
Chairman of the Board and Chief Financial Officer
Date: December 20, 1999 Date: December 20, 1999
By: /s/ Donald H. Heithaus By: /s/ James Staudt
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Donald H. Heithaus, Director James Staudt, Director
Date: December 20, 1999 Date: December 20, 1999
By: /s/ Joseph A. Lanza By: /s/ Arthur C. Phillips
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Joseph A. Lanza, Director Arthur C. Phillips, Jr., Director
Date: December 20, 1999 Date: December 20, 1999
By: /s/ Joseph Dinolfo
-------------------------------
Joseph Dinolfo, Director
Date: December 20, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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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 KPMG LLP
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
December 16, 1999 (202) 274-2000
Board of Directors
Sound Federal Bancorp
300 Mamaroneck Avenue
Mamaroneck, New York 10543
Re: Sound Federal Bancorp
Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the issuance of Sound Federal Bancorp (the "Company") common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Sound
Federal Bancorp 1999 Stock Option Plan ("Option Plan") and the Sound Federal
Bancorp 1999 Recognition and Retention Plan ("Recognition Plan"). We have
reviewed the Company's Charter, 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 grant of options, and the
Common Stock, when sold in connection with the exercise of the options
pursuant to the Option Plan and the issuance of common stock pursuant to
the Recognition Plan, 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 OF KPMG LLP
<PAGE>
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Board of Directors
Sound Federal Bancorp:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Sound Federal Bancorp relating to the Sound Federal Bancorp 1999 Stock
Option Plan and the Sound Federal Bancorp 1999 Recognition and Retention Plan,
of our report dated April 26, 1999, relating to the consolidated balance sheets
of Sound Federal Bancorp and subsidiary as of March 31, 1999 and 1998, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three-year period ended March 31, 1999,
which report appears in the March 31, 1999 Annual Report on Form 10-K of Sound
Federal Bancorp.
/s/ KPMG LLP
Stamford, Connecticut
December 17, 1999
