Registration No. 333-_____ As filed with the Commission on May 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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 16-1561678
(State of Incorporation) (IRS Employer Identification No.)
182 Main Street
Oneida, New York 13421
(Address of Principal Executive Offices and Zip Code)
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Oneida Financial Corp. 2000 Stock Option Plan
Oneida Financial Corp. 2000 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Michael R. Kallet Alan Schick, Esquire
President and Chief Executive Officer Beverly J. White, Esquire
Oneida Financial Corp. Luse Lehman Gorman Pomerenk & Schick
182 Main Street A Professional Corporation
Oneida, New York 13421 5335 Wisconsin Ave., NW, #400
(315) 363-2000 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 166,475 -- -- --
Common Stock,
par value $.10 166,475 shares (2) $ 10.625 (3) $1,768,797 $467
per share
Common Stock,
par value $.10 83,238 shares (4) $ 10.625 (5) $ 884,404 $233
per share
Total 249,713 shares $2,653,201 $700
</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 Oneida Financial Corp. 2000 Stock Option Plan (the "Stock Option Plan")
,and the Oneida Financial Corp. 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
Oneida Financial Corp. 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 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
April 25, 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 Oneida
Financial Corp. (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 December
31, 1999 (File No.000-25101) 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 April 25, 2000;
(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. 333-53503) 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 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 Eric E.
Stickels, Senior Vice President and Secretary, Oneida Financial Corp., 182 Main
Street, Oneida, New York 13421, telephone number (315) 363-2000.
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.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article NINTH of the Certificate of Incorporation of Oneida Financial Corp.
(the "Corporation") sets forth circumstances under which directors, officers,
employees and agents of the Corporation may be insured or indemnified against
liability which they incur in their capacities as such:
NINTH:
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
NINTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, if required under
the Delaware General Corporation Law, that an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service 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 NINTH 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 NINTH 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 expense 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
4
<PAGE>
(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 NINTH or otherwise, shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article NINTH 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
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 NINTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
- -------------- -------- ---------------------------
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 Oneida Financial Corp. 2000 Stock Option Plan **
10.2 Oneida Financial Corp. 2000 Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C.
23.2 Consent of PricewaterhouseCoopers LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's April 25, 2000 annual meeting of stockholders, filed with the
Commission on March 23, 2000, which is incorporated herein by reference.
5
<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-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 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.
6
<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 PricewaterhouseCoopers LLP
7
<PAGE>
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 26th day of
April, 2000.
Oneida Financial Corp.
By: \s\Michael R. Kallet
-------------------------------------
Michael R. Kallet
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Oneida Financial Corp. (the
"Company") hereby severally constitute and appoint Michael R. Kallet as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Michael R. Kallet 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 Michael R. Kallet 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\Michael R. Kallet By: \s\Eric E. Stickels
-------------------------- -------------------
Michael R. Kallet Eric E. Stickels
President, Chief Executive Officer and Senior Vice President,
Director (Principal Executive Officer) Chief Financial Officer
and Corporate Secretary
(Principal Financial
and Accounting Officer)
Date: April 26, 2000 Date: April 26, 2000
By: \s\Nicholas J. Christakos By: \s\John E. Haskell
--------------------------- ------------------
Nicholas J. Christakos, John E. Haskell, Director
Chairman of the Board
Date: April 26, 2000 Date: April 26, 2000
By: \s\Patricia D. Caprio By: \s\Rodney D. Kent
-------------------------- -----------------
Patricia D. Caprio, Director Rodney D. Kent, Director
Date: April 26, 2000 Date: April 26, 2000
<PAGE>
By: \s\Edward J. Clarke By: \s\William D. Mathews
------------------------- ---------------------
Edward J. Clarke, Director William D. Mathews, Director
Date: April 26, 2000 Date: April 26, 2000
By: \s\James J. Devine By: \s\Michael W. Milmoe
-------------------------- --------------------
James J. Devine, Jr., Director Michael W. Milmoe, Director
Date: April 26, 2000 Date: April 26, 2000
By: \s\Richard B. Myers By: \s\Frank O. White, Jr.
---------------------------- ----------------------
Richard B. Myers, Director Frank O. White, Jr., Director
Date: April 26, 2000 Date: April 26, 2000
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
May 11, 2000 (202) 274-2000
Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York 13421
Re: Oneida Financial Corp.
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 Oneida Financial Corp. (the "Company") common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Oneida
Financial Corp. 2000 Stock Option Plan ("Stock Option Plan") and the Oneida
Financial Corp. 2000 Recognition and Retention Plan (the "Recognition Plan"). We
have reviewed the Company's Certificate of Incorporation, 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
----------------------------------------
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 21, 2000 relating
to the financial statements, which appears in the 1999 Annual Report to
Shareholders of Oneida Financial Corp., which is incorporated by reference in
Oneida Financial Corp.'s Annual Report on Form 10-K for the year ended December
31, 1999.
\s\ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Syracuse, New York
May 11, 2000
<PAGE>
