Registration No. 333-_____ As filed with the Commission on November 6, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Provident Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Federal 06-1537499
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
400 Rella Boulevard
Montebello, New York 10901
(Address of Principal Executive Offices and Zip Code)
---------------------------
Provident Bank 2000 Stock Option Plan
Provident Bank 2000 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
George Strayton Edward A. Quint, Esquire
President and Chief Executive Officer Kenneth R. Lehman, Esquire
Provident Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
400 Rella Boulevard A Professional Corporation
Montebello, New York 10901 5335 Wisconsin Ave., NW, #400
(914) 369-8040 Washington, D.C. 20015
(Name, Address and Telephone (202) 274-2000
Number of Agent for Service)
---------------------------
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>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Stock Options 386,400 -- -- --
Common Stock,
par value $.10 373,880 shares (2) $15.50 (3) $5,795,140 $1,530
per share
Common Stock,
par value $.10 12,520 shares (4) $15.81(3) $197,941 $52
per share
Common Stock,
par value $.10 193,200 shares (5) $15.50 (6) $2,994,600 $791
per share
Total 579,600 shares $8,987,681 $2,373
</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 Provident Bank 2000 Stock Option Plan (the " Stock Option Plan"), and
the Provident Bank 2000 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 Provident Bancorp,
Inc. pursuant to 17 C.F.R. ss. 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.ss.230.457(h)(1).
(4) Represents the number of shares reserved for issuance for options available
to be granted pursuant to the Stock Option Plan.
(5) Represents the number of shares awarded or available for award pursuant to
the Recognition and Retention Plan.
(6) Determined by reference to the fair market value of the common stock on
October 24, 2000 pursuant to 17 C.F.R. ss.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. ss.
230.462.
2
<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 Provident
Bancorp, Inc. (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 September 30,
1999 (File No. 000-25233) 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 Annual Meeting of
Stockholders held on February 22, 2000;
(d) the description of the common stock, par value $.10 per share, of the
Company cin the Company's Registration Statement on Form S-1 (File No.
333-63593) originally filed with the Commission on September 17, 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
3
<PAGE>
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 George
Strayton, President and Chief Executive Officer, Provident Bancorp, Inc., 400
Rella Boulevard, Montebello, New York 10901, telephone number (914) 369-8040.
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.
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, and proposed federal regulations define areas for
indemnity coverage for federal mid- tier subsidiary holding companies, 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
4
<PAGE>
(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 athe 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;
(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.
5
<PAGE>
Item 8. List of Exhibits
<TABLE>
<CAPTION>
Filing Reference to Prior
Regulation S-K or Exhibit No.
Exhibit Number Document Attached Hereto
-------------- -------- ---------------
<S> <C> <C>
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 Provident Bank 2000 Stock Option Plan **
10.2 Provident Bank 2000 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
</TABLE>
-----------------------------
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's February 22, 2000 annual meeting of stockholders, filed with
the Commission on January 18, 2000, wis incorporated herein by reference.
6
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effe 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 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.
7
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
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
8
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies tit 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 Village of Montebello, State of New York, on this 2nd
day of November, 2000.
Provident Bancorp, Inc.
By: /s/ George Strayton
--------------------------------------
George Strayton
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Provident Bancorp, Inc. (the
"Company") hereby severally constitute and appoint George Strayton as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said George Strayton 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 George Strayton 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 bth following persons in the capacities
and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ George Strayton
------------------------ President, Chief November 2, 2000
George Strayton Executive Officer
and Director
(Principal Executive
Officer)
/s/ Katherine A. Dering
------------------------ Senior Vice President and November 2, 2000
Katherine A. Dering Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ William F. Helmer
------------------------ Chairman of the Board November 2, 2000
William F. Helmer
<PAGE>
/s/ Dennis L. Coyle
------------------------ Vice Chairman November 2, 2000
Dennis L. Coyle
/s/ Judith Hershaft
------------------------ Director November 2, 2000
Judith Hershaft
/s/ Thomas F. Jauntig, Jr.
------------------------ Director November 2, 2000
Thomas F. Jauntig, Jr.
/s/ Donald T. McNelis
------------------------ Director November 2, 2000
Donald T. McNelis
/s/ Richard A. Nozell
------------------------ Director November 2, 2000
Richard A. Nozell
/s/ William R. Sichol, Jr.
------------------------ Director November 2, 2000
William R. Sichol, Jr.
/s/ Burt Steinberg
------------------------ Director November 2, 2000
Burt Steinberg
/s/ Wilbur C. Ward
------------------------ Director November 2, 2000
Wilbur C. Ward
/s/ F. Gary Zeh
------------------------ Director November 2, 2000
F. Gary Zeh
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
November 3, 2000 (202) 274-2000
Board of Directors
Provident Bancorp, Inc.
400 Rella Boulevard
Montebello, New York 10901
Re: Provident 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 issuance of Provident Bancorp, Inc. (the "Company") common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Provident
Bank 2000 Stock Option Plan and the Provident Bank 2000 Recognition and
Retention Plan (the "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 Common Stock, awarded pursuant
to the Recognition Plan when issued in connection with the exercise of
options granted pursuant to the Stock Option 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, P.C.
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG LLP
<PAGE>
[Letterhead of KPMG]
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Provident Bancorp, lnc.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Provident Bancorp, Inc., relating to the Provident Bank 2000 Stock
Option Plan and the Provident Bank 2000 Recognition and Retention Plan, of our
report dated October 28, 1999 on the consolidated statements of financial
condition of Provident Bancorp, Inc. and subsidiary as of September 30, 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 September 30, 1999, which report appears in the September 30, 1999
Annual Report on Form 10-K of Provident Bancorp, Inc.
/s/ KPMG LLP
Stamford, Connecticut
October 30, 2000
