As filed with the Securities and Exchange Commission on September 22, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
COHOES BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation
or organization)
75 Remsen Street, Cohoes, New York
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(Address of principal executive offices)
14-1807865
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(I.R.S. Employer Identification No.)
12047
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(Zip Code)
COHOES BANCORP, INC.
1999 RECOGNITION AND RETENTION PLAN
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(Full title of the plan)
Robert L. Freedman, P.C.
Beth A. Freedman, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price fee
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Common Stock, par 381,409 shares $ (2) $4,599,657 (2) $1,279 (2)
value $.01 per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 381,409 shares being registered
hereby, 347,882 shares were awarded on July 2, 1999 ($4,196,327 in the
aggregate based on the average of the high and low prices per share of the
Common Stock on the Nasdaq National Market of $12.0625 on such date). The
remaining 33,527 shares which have not been awarded to date are registered
based upon the average of the high and low pries per share of the common
stock of Cohoes Bancorp, Inc. on the Nasdaq National Market of $12.03 per
share on September 20, 1999 ($403,330 in the aggregate).
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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 Bancorp, Inc. 1999
Recognition and Retention 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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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 in this Registration Statement:
(a) the Registrant's Registration Statement on Form S-1 including all
amendments thereto (Registration No. 333-63539) filed with the
Commission on September 16, 1998, and all amendments thereto or
reports filed for the purpose of updating such description;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by audited
financial statements contained in the prospectus referred to in
Item 3(a);
(c) the description of the common stock, par value $.01 per share, or
the Registrant contained in the Registrant's Registration
Statement on Form S-1 (Registration No. 333-63539) filed with the
Commission on September 16, 1998, and all amendments thereto 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, 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 the
Secretary, Cohoes Bancorp, Inc., 75 Remsen Street, Cohoes, New York, 12047,
telephone number (518) 233-6500.
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.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company provides that a
director or officer of the Company shall be indemnified by the Company to the
fullest extent authorized by the Delaware General Corporation Law against all
expenses, liability and loss reasonably incurred or suffered by such person in
connection with his activities as a director or officer or as a director or
officer of another company, if the director or officer held such position at the
request of the Company. Delaware law requires that such director, officer,
employee or agent, in order to be indemnified, must have acted in good faith and
in a manner reasonably believed to be not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, either had
reasonable cause to believe such conduct was lawful or did not have reasonable
cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company, agreement, vote of stockholders or disinterested directors or
otherwise.
These provisions may have the effect of deterring shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company has the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law. The Company intends to obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
See Exhibit Index.
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, 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 each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act filing of the employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act 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 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 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
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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
of the requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned in the City of Cohoes,
State of New York on September 20, 1999.
COHOES BANCORP, INC.
By: /s/ Harry L. Robinson
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Harry L. Robinson, President
(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 and 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 all said attorney-in-fact and agent or his substitute
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
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Harry L. Robinson Duncan S. Mac Affer
Director, President and Director
Chief Executive Officer
(Principal Executive Officer)
Date: September 20, 1999 Date: September 20, 1999
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/s/ Arthur E. Bowen /s/ Walter H. Speidel
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Arthur E. Bowen Walter H. Speidel
Director Director
Date: September 20, 1999 Date: September 20, 1999
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/s/ Douglas Paton /s/ Timothy O'Hearn
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R. Douglas Paton J. Timothy O'Hearn
Director Director
Date: September 20, 1999 Date: September 20, 1999
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/s/ Chester C. DeLaMater /s/ Peter G. Casabonne
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Chester C. DeLaMater Peter G. Casabonne
Director Director
Date: September 20, 1999 Date: September 20, 1999
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/s/ Michael L. Crotty /s/ Donald A. Wilson
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Michael L. Crotty Donald A. Wilson
Director Director
Date: September 20, 1999 Date: September 20, 1999
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/s/ Frederick G. Field, Jr. /s/ Richard A. Ahl
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Frederick G. Field, Jr. Richard A. Ahl
Director Chief Financial Officer, Secretary
and Executive Vice President
(Principal Financial and Accounting
Officer
Date: September 20, 1999 Date: September 20, 1999
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EXHIBIT INDEX
Reference to Prior Filing
or Page Number in
Sequentially
Exhibit Numbered Registration
Number Statement
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4 Instruments Defining the Rights of Security Holders,
Including Indentures:
Certificate of Incorporation of Cohoes Bancorp, Inc. *
Bylaws of Cohoes Bancorp, Inc. *
Form of Stock Certificate of Cohoes Bancorp, Inc. *
5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5
23.1 Consent of Arthur Andersen LLP Exhibit 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Exhibit 23.2
24 Power of Attorney Contained on
signature page.
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* Filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (File No. 333-63539) filed on September 16, 1998 and all amendments
thereto or reports filed for the purpose of updating such description.
All such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
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EXHIBIT 5
September 20, 1999
Board of Directors
Cohoes Bancorp, Inc.
75 Remsen Street
Cohoes, New York 12047
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 381,409 shares of the
Corporation's Common Stock, par value $0.01 per share (the "Common Stock"), to
be offered pursuant to Cohoes Bancorp, Inc. 1999 Recognition and Retention Plan
(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 deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the Common Stock
covered by the Registration Statement will be, when and if issued, sold and paid
for as contemplated by the Plan, legally issued and non-assessable shares of
Common Stock of the Corporation.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 of Cohoes Bancorp, Inc.'s
1999 Recogniton and Retention Plan of our report dated August 12, 1998 relating
to the consolidated statements of financial condition of Cohoes Savings Bank and
subsidiaries as of June 30, 1998 and 1997, and the related consolidated
statements of operations, changes in surplus and undivided profits and cash
flows for each of the years in the three-year period ended June 30 1998, and to
all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
New York, New York
September 22, 1999
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EXHIBIT 23.2
September 20, 1999
Board of Directors
Cohoes Bancorp, Inc.
75 Remsen Street
Cohoes, New York 12047
Gentlemen:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement on Form S-8. 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.
