Registration No. 333-________
As filed with the Securities and Exchange
Commission on January 19, 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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Oneida Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware (To be applied for)
(State of Incorporation) (IRS Employer Identification No.)
182 Main Street
Oneida, New York 13421-1676
(Address of Principal Executive Offices)
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Oneida Savings Bank
401(k) Profit Sharing Plan in RSI Retirement Trust
(Full Title of the Plans)
Copies to:
Michael R. Kallet Alan Schick, Esquire
President and Chief Executive Officer Joanne Jacobson, Esquire
Oneida Financial Corp. Luse Lehman Gorman Pomerenk & Schick
182 Main Street A Professional Corporation
Oneida, New York 13421-1676 5335 Wisconsin Ave., N.W., #400
(315) 363-2000 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
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
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ----------------------- ----------------------- ----------------------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
401(k) Participation
Interests (1) $0(2) $0(2) --(2)
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(1) Represents an indeterminate number of interests in the Oneida Savings Bank 401(k) Profit Sharing Plan in RSI
Retirement Trust (the "Plan").
(2) The registration fee has been determined pursuant to Securities Act Rule 457(h)(2).
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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.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of an indeterminate
number of participation interests in the Oneida Savings Bank 401(k) Savings Plan
in RSI Retirement Trust (the "Plan"). Documents containing the information
required by Part I of the Registration Statement have been or will be sent or
given to participants in the Plan, as specified by Securities Act Rule 428(b)(1)
and are filed as Exhibit 4.1.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 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 indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and be
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, or in a document 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 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.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
The Company's Registration Statement on Form S-1 originally filed by the
Company under the Securities Act of 1933 with the SEC on September 17, 1998, and
as amended on November 2, 1998, November 10, 1998 and November 12, 1998 (the
"Form S-1") (SEC File No. 333-63603).
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Not applicable.
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:
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of participation
interests registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion included as
Exhibit 5).
99.1 401(k) Prospectus Supplement (incorporated by reference to
Exhibit 99.4 to the Form S-1).
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 Registration Statement 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 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 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; 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
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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.
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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).
5
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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 Oneida, state of New York, on this 12th day of
January, 1999.
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<CAPTION>
Oneida Financial Corp.
By: /s/ Michael R. Kallet
Michael R. Kallet, President and
Chief Executive Officer
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.
<S> <C>
By: /s/ Michael R. Kallet By: /s/ Eric E. Stickels
----------------------------------------- ------------------------------------
Michael R. Kallet Eric E. Stickels
President and Chief Executive Officer (Principal Senior Vice President and Chief
Executive Officer) Financial Officer (Principal Financial and
Accounting Officer)
By: /s/ Nicholas J. Christakos By: /s/ Patricia D. Caprio
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Nicholas J. Christakos, Chairman of the Board Patricia D. Caprio, Director
Date: January 12, 1999 Date: January 12, 1999
By: /s/ Edward J. Clarke By: /s/ James J. Devine, Jr.
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Edward J. Clarke, Director James J. Devine, Jr., Director
Date: January 12, 1999 Date: January 12, 1999
By: /s/ John E. Haskell By: /s/ Rodney D. Kent
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John E. Haskell, Director Rodney D. Kent, Director
Date: January 12, 1999 Date: January 12, 1999
By: /s/ William D. Matthews By: /s/ Michael W. Milmoe
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William D. Matthews, Director Michael W. Milmoe, Director
Date: January 12, 1999 Date: January 12, 1999
By: /s/ Richard B. Meyers By: /s/ Frank O. White, Jr.
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Richard B. Meyers, Director Frank O. White, Jr., Director
Date: January 12, 1999 Date: January 12, 1999
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EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
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[Luse Lehman Gorman Pomerenk & Schick Letterhead]
(202) 274-2000
January 15, 1999
Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York 13421-1676
Re: Oneida Savings Bank 401(k)
Profit Sharing Plan in RSI Retirement Trust
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 registration of participation interests in the Oneida
Savings Bank 401(k) Profit Sharing Plan in RSI Retirement Trust (the "Plan"). We
have reviewed the Oneida Financial Corp.'s (the "Company") Certificate of
Incorporation, the Plan, the Registration Statement on Form S-8 (the "Form
S-8"), as well as applicable statutes and regulations governing the Company.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the participation interests in the
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
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Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
