As filed with the Securities and Exchange Commission on January 21, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COHOES BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 14-1807865
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Remsen Street, Cohoes, New York 12047
(Address of principal executive offices) (Zip Code)
COHOES SAVINGS BANK
401(k) SAVINGS PLAN
(Full title of the plan)
Robert L. Freedman, P.C.
Beth A. Freedman
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price offering Amount of
to be registered registered per share price registration fee
- ------------------- ----------------- ---------- ------------- ----------------
Common Stock, 260,870 shares(1) $11.34(2) $2,958,266(2) $873(2)
$.01 par value
Interests in Plan(3) N/A(3) N/A N/A N/A(3)
(1) Estimated maximum aggregate number of shares of Cohoes Bancorp, Inc. (the
"Company") common stock purchasable with employee and employer
contributions under the Plan during the next 36 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $11.34 per share, which was the average
of the closing bid and ask prices of the Company common stock on January
19, 1999.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
In accordance with Rule 457(h)(2) no separate fee calculation is made for
plan interests.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Cohoes Savings Bank 401(k)
Savings Plan (the "Plan") 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 document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Cohoes Bancorp,
Inc. (the "Company") with the Commission are hereby incorporated by reference
into this Registration Statement and the prospectus to which this Registration
Statement relates (the "Prospectus"), which Prospectus has been or will be
delivered to the participants in the Plan covered by this Registration
Statement:
(a) The prospectus contained in the Company's Registration Statement on Form
S-1 filed on September 16, 1998 (Registration No. 333-63539), as amended by
Pre-Effective Amendment No. 1 to Form S-1 filed on October 30, 1998 and as
amended by Pre-Effective Amendment No. 2 to Form S-1 filed on November 9,
1998;
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act through the date hereof; and
(c) The description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form 8-A (File
No. 000-24187) filed with the Commission on November 4, 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 the Prospectus and to be a part hereof and
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 Richard
A. Ahl, Secretary, 75 Remsen Street, Cohoes, New York 12047, telephone number
(518) 233-6500.
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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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding;
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<PAGE>
or (ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference to Prior
Regulation Filing or Exhibit
S-K Exhibit Number
Number Document Attached Hereto
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Cohoes *
Bancorp, Inc.
Bylaws of Cohes Bancorp, Inc. **
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of Arthur Andersen, L.P. 23.2
24 Power of Attorney Contained on
Signature Page
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-63539).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-63539).
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<PAGE>
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
Item 9. Undertakings.
(a) 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 the registration
statement or any material change to such information in the
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 offering.
(b) The undersigned Registrant hereby undertakes 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
Section 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.
(c) 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 of expenses incurred or paid by a director, officer or
controlling person 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Cohoes, State of New York on January 19, 1999.
COHOES BANCORP, INC.
By: /s/ Harry L. Robinson
Harry L. Robinson,
President and Chief Executive
Officer (Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry L. Robinson, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Harry L. Robinson /s/ Duncan S. Mac Affer
Harry L. Robinson, President, Duncan S. Mac Affer, Director
Chief Executive Officer and
Director (Principal Executive
and Operating Officer)
Date: January 19, 1999 Date: January 19, 1999
/s/ Arthur E. Bowen /s/ Walter H. Speidel
Arthur E. Bowen, Director Walter H. Speidel, Director
Date: January 19, 1999 Date: January 19, 1999
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/s/ R. Douglas Paton /s/ J. Timothy O'Hearn
R. Douglas Paton, Director J. Timothy O'Hearn, Director
Date: January 19, 1999 Date: January 19, 1999
/s/ Chester C. DeLaMater /s/ Peter G. Casabonne
Chester C. DeLaMater, Director Peter G. Casabonne, Director
Date: January 19, 1999 Date: January 19, 1999
/s/ Michael L. Crotty /s/ Donald A. Wilson
Michael L. Crotty, Director Donald A. Wilson, Director
Date: January 19, 1999 Date: January 19, 1999
/s/ Frederick G. Field /s/ Richard A. Ahl
Frederick G. Field, Director Richard A. Ahl, Secretary, Executive
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Date: January 19, 1999 Date: January 19, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cohoes, State of New York, on January
19, 1999.
Cohoes Savings Bank 401(k) Savings Plan
/s/ Harry L. Robinson
Member, Administrative Committee
Date: January 19, 1999
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
COHOES BANCORP, INC.
<PAGE>
EXHIBIT INDEX
Reference to Prior
Regulation Filing or Exhibit
S-K Exhibit Number
Number Document Attached Hereto
4 Instruments defining the rights of security
holders, including debentures:
Certificate of Incorporation of Cohoes *
Bancorp, Inc.
Bylaws of Cohoes Bancorp, Inc. **
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of Arthur Andersen, L.P. 23.2
24 Power of Attorney Contained on
Signature Page
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-63539).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-63539).
EXHIBIT 5
SILVER, FREEDMAN & TAFF, L.L.P.
1100 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
(202) 414-6100
January 20, 1999
Board of Directors
Hudson River Bancorp, Inc.
One Hudson City Centre
Hudson, New York 12534
Members of the Board:
We have acted as counsel to Cohoes Bancorp, Inc. (the "Corporation") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 260,870 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered pursuant to the Cohoes Savings Bank 401(k) Savings Plan (the "Plan") and
related interests in the Plan.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board
of Directors and such other documents and corporate records as we have deemed
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the shares of Common Stock
and interests in the Plan covered by the Registration Statement will, when sold,
be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of our opinion in this Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.2
ARTHUR
ANDERSEN
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Arthur Andersen LLP
---------------------------
1345 Avenue of the Americas
New York, NY 10105-0032
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated August 12, 1998 (and to all references to our Firm) included in or made
part of this Registration Statement on Form S-8 of Cohoes Bancorp, Inc. related
to the Cohoes Savings Bank 401(k) Savings Plan.
/s/ Arthur Andersen LLP
New York, New York
January 19, 1999
