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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1998
REGISTRATION NO. 333-63971
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LONG ISLAND FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 6022 APPLIED FOR
(State or other (Primary standard industrial (I.R.S. employer
jurisdiction of classification code number) identification number)
or organization)
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
(516) 348-0888
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DOUGLAS C. MANDITCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LONG ISLAND FINANCIAL CORP.
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
(516) 348-0888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
GEORGE W. MURPHY, JR., ESQ. WILLIAM C. MORRELL, ESQ.
BRIAN K. LEE, ESQ. VAN NOSTRAND & MARTIN
MULDOON, MURPHY & FAUCETTE 53 BROADWAY
5101 WASHINGTON AVENUE, N.W. P.O. BOX 307
WASHINGTON, D.C. 20016 AMITYVILLE, NEW YORK 11701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common stock 1,781,708 shares(1) $12.9375(2) $23,050,847(2) (3)
$0.01 Par Value......
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(1) Estimated based on number of shares to be issued in respect to the number of outstanding shares
of Common Stock of Long Island Commercial Bank ("LICB" or the "Bank"), as adjusted to reflect
up to an additional 7.7% of the outstanding shares due to shares required through the Bank's
Dividend Reinvestment Plan.
(2) The proposed maximum offering price per share and proposed maximum aggregate offering price
reflect the market price and market value of the Common Stock of LICB, to be converted and
exchanged in connection with the reorganization described in the Prospectus and Proxy Statement,
computed in accordance with Rule 457(f)(1), based upon the average of the high and low sales
price of the Common Stock as reported by the Nasdaq National Market System on September 17, 1998.
The proposed maximum offering price per share and proposed maximum aggregate offering price
are estimated solely in order to determine the registration fee.
(3) Registration fee previously paid with Form S-4, filed on September 22, 1998.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION
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<S> <C>
2.0 Plan of Acquisition (Attached as Appendix A to the Prospectus and
Proxy Statement filed as part of the Registration Statement).
3.1 Certificate of Incorporation of Long Island Financial Corp. (Attached as
Appendix B to the Prospectus and Proxy Statement filed as part of the
Registration Statement).
3.2 Bylaws of Long Island Financial Corp. (Attached as Appendix C to the
Prospectus and Proxy Statement filed as part of the Registration
Statement).
4.0 Specimen Stock Certificate of Long Island Financial Corp.
5.0 Opinion by Muldoon, Murphy & Faucette re: legality*
8.0 Opinion by Muldoon, Murphy & Faucette re: tax matters*
10.0 Form of the Long Island Financial Corp. 1998 Stock Option Plan
(Attached as Appendix D to the Prospectus and Proxy Statement
filed as part of the Registration Statement).
23.0 Consent of Muldoon, Murphy & Faucette*
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* Filed herewith by amendment
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CONFORMED
SIGNATURES
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Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Islandia, State of New
York on October 9, 1998.
LONG ISLAND FINANCIAL CORP.
By: /s/ Douglas C. Manditch
-------------------------------------
Douglas C. Manditch
President and Chief Executive Officer
NAME TITLE DATE
---- ----- -----
/s/ Douglas C. Manditch President, Chief Executive Officer October 9, 1998
- ------------------------ and Director
Douglas C. Manditch
* Senior Vice President, Senior
- ------------------------ Financial Officer and Secretary
Thomas Buonaiuto
* Chairman of the Board
- ------------------------
Perry B. Duryea, Jr.
* Vice Chairman of the Board
- ------------------------
Roy M. Kern, Sr.
* Director
- ------------------------
Harvey Auerbach
* Director
- ------------------------
John L. Ciarelli
* Director
- ------------------------
Donald Del Duca
* Director
- ------------------------
Frank J. Esposito
* Director
- ------------------------
Waldemar Fernandez
<PAGE> 4
* Director
- --------------------------
Gordon A. Lenz
* Director
- --------------------------
Walter J. Mack
* Director
- --------------------------
Werner S. Neuburger
* Director
- --------------------------
Thomas F. Roberts, III
* Director
- --------------------------
Alfred Romito
* Director
- --------------------------
Sally Ann Slacke
* Director
- --------------------------
John C. Tsunis
* Pursuant to the Power of Attorney filed on September 22, 1998 to the S-4
Registration Statement of Long Island Financial Corp.
<PAGE> 1
MULDOON, MURPHY & FAUCETTE
Attorneys At Law
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
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TELEPHONE (202) 362-0840
TELCOPIER (220- 966-9409
DIRECT DIAL (202) 686-4901
October 9, 1998
Board of Directors
Long Island Financial Corp.
One Suffolk Square
Islandia, New York 11722
Re: Long Island Financial Corp.
Registration Statement on Form S-4
1,768,166 Shares of Common Stock,
Par Value, $.01, per share
Gentlemen:
We have acted as counsel for Long Island Financial Corp. (the "Company")
in connection with the registration under the Securities Act of 1933 on Form S-4
of 1,768,166 Shares of the Company's Common Stock, $.01 par value, per share,
(the "Shares"), to be issued in connection with the organization of the Company
as a bank holding company by Long Island Commercial Bank (the "Bank"), for the
purpose of issuing common stock to acquire all of the common stock of the Bank.
As such counsel, we have made such legal and factual examinations and inquiries
as we deemed advisable for the purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the Shares being registered
have been duly authorized and, upon the issuance of Shares in the manner
described in the Registration Statement, the Shares issued will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement of Long Island Financial Corp. on Form S-4, and we
consent to the use of our name under the heading "Legal Opinions."
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
<PAGE> 1
MULDOON, MURPHY & FAUCETTE
Attorneys At Law
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
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TELEPHONE (202) 362-0840
TELCOPIER (220- 966-9409
DIRECT DIAL (202)
October 9, 1998
Board of Directors
Long Island Financial Corp.
One Suffolk Square
Islandia, New York 11722
Board of Directors
Long Island Commercial Bank
One Suffolk Square
Islandia, New York 11722
To the Members of the Board of Directors:
You have requested our opinion with respect to the federal income tax
consequences of the reorganization of Long Island Commercial Bank (the "Bank" or
"Target") to a holding company form of organization by the acquisition of the
stock of the Bank by Long Island Financial Corp. ("Financial Corp." or the
"Company" or "Acquiring") pursuant to the Plan of Acquisition dated September
15, 1998 (the "Plan of Acquisition") adopted by the Board of Directors (the
"Reorganization").
The Company will become the holding company for the Bank pursuant to the
Plan of Acquisition as described in the Form S-4 Registration Statement. Under
the Plan of Acquisition: (i) the Company will become the owner of 100% of the
outstanding shares of the Bank Common Stock, and (ii) each shareholder who does
not dissent from the Plan will receive one share of Company Common Stock in
exchange for each share of the Bank Common Stock held by him or her at the time
the Reorganization becomes effective. At such time, the Bank will become a
wholly-owned subsidiary of the Company and each shareholder of the Bank not
exercising dissenter's rights will become a shareholder of the Company without
change in the number of shares owned or in respective ownership percentages.
After the Reorganization, the Bank will continue to operate under the name "Long
Island Commercial Bank" and the conduct of the Bank's business will be
unaffected by the formation of the Company. Following the Reorganization,
holders of Bank Common Stock will be entitled to exchange their present stock
certificates for new certificates evidencing shares of Company Common Stock.
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MULDOON, MURPHY & FAUCETTE
Board of Directors
Long Island Financial Corp.
Long Island Commercial Bank
October 9, 1998
Page 2
We have made such inquiries and have examined such documents and records as
we have deemed appropriate for the purpose of this opinion. In rendering this
opinion, we have received certain standard representations of the Bank
concerning the Company and the Bank as well as the transaction
("Representations"). These Representations are required to be furnished prior to
the execution of this letter and again prior to the closing of the Acquisition.
We will rely upon the accuracy of the Representations of the Company and the
Bank and the statements of facts contained in the examined documents,
particularly the Plan of Acquisition. We have also assumed the authenticity of
all signatures, the legal capacity of all natural persons and the conformity to
the originals of all documents submitted to us as copies. Each capitalized term
used herein, unless otherwise defined, has the meaning set forth in the Plan of
Acquisition. We have assumed that the Acquisition will be consummated strictly
in accordance with the terms of the Plan of Acquisition.
The Plan of Acquisition and the Registration Statement contain a detailed
description of the Acquisition. These documents as well as the Representations
to be provided by the Company and the Bank are incorporated in this letter as
part of the statement of the facts.
The rights of dissenting shareholders are governed by Section 6022 of the
New York State Banking Law (the "NYSBL"). Any shareholder of the Bank entitled
to vote on the Plan of Acquisition who does not assent thereto has the right to
receive payment from the Bank of a fair value of his or her shares upon
compliance with the provisions of Section 6022 of the NYSBL. Failure to comply
with the procedure set forth in Section 6022 of the NYSBL will cause the
shareholder to lose his or her dissenter's rights.
You have provided the following Representations concerning this
transaction:
(a) The fair market value of the Acquiring stock received by each
Target shareholder will be approximately equal to the fair market
value of the Target stock surrendered in the exchange.
(b) There is no plan or intention by the shareholders of Target who
own one (1) percent or more of the Target stock, and to the best of
the knowledge of the management of Target, there is no plan or
intention on the part of the remaining shareholders of Target to
sell, exchange,
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MULDOON, MURPHY & FAUCETTE
Board of Directors
Long Island Financial Corp.
Long Island Commercial Bank
October 9, 1998
Page 3
or otherwise dispose of a number of shares of Acquiring stock
received in the transaction that would reduce the Target
shareholders' ownership of Acquiring stock to a number of shares
having a value, as of the date of the transaction, of less than 50
percent of the value of all of the formerly outstanding stock of
Target as of the same date. For purposes of this representation,
shares of Target stock surrendered by dissenters or exchanged for
cash in lieu of fractional shares of Acquiring stock will be treated
as outstanding Target stock on the date of the transaction.
Moreover, shares of Target stock and shares of Acquiring stock held
by Target shareholders and otherwise sold, redeemed, or disposed of
prior or subsequent to the transaction will be considered in making
this representation.
(c) Target has no plan or intention to issue additional shares of
its stock that would result in Acquiring losing "control" [80% of
vote and value] of Target within the meaning of section 368(c) of
the Internal Revenue Code.
(d) Acquiring has no plan or intention to liquidate Target; to merge
Target into another corporation; to cause Target to sell or
otherwise dispose of any of its assets, except for dispositions made
in the ordinary course of business; or to sell or otherwise dispose
of any of the Target stock acquired in the transaction, except for
transfers described in section 368(a)(2)(C) of the Code.
(e) Acquiring has no plan or intention to reacquire any of its stock
issued in the transaction.
(f) Acquiring, Target, and the shareholders of Target will pay their
respective expenses, if any, incurred in connection with the
transaction.
(g) Acquiring will acquire Target stock solely in exchange for
Acquiring voting stock. For purposes of this representation, Target
stock redeemed for cash or other property furnished by Acquiring
will be considered as acquired by Acquiring. Further, no liabilities
of Target or the Target shareholders will be assumed by Acquiring,
nor will any of the Target stock be subject to any liabilities.
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MULDOON, MURPHY & FAUCETTE
Board of Directors
Long Island Financial Corp.
Long Island Commercial Bank
October 9, 1998
Page 4
(h) At the time of the transaction, Target will not have outstanding
any warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire stock in Target
that, if exercised or converted, would affect Acquiring's
acquisition or retention of control of Target, as defined in section
368(c) of the Code.
(i) Acquiring does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of
Target.
(j) Following the transaction, Target will continue its historic
business or use a significant portion of its historic business
assets in a business.
(k) No two parties to the transaction are investment companies as
defined in section 368(a)(2)(F) (iii) and (iv) of the Code.
(l) Target will pay its dissenting shareholders the value of their
stock out of its own funds. No funds will be supplied for that
purpose, directly or indirectly, by Acquiring, nor will Acquiring
directly or indirectly reimburse Target for any payments to
dissenters.
(m) On the date of the transaction, the fair market value of the
assets of Target will exceed the sum of its liabilities plus the
liabilities, if any, to which the assets are subject.
(n) Target is not under the jurisdiction of a court in a title 11
[bankruptcy] or similar case within the meaning of section
368(a)(3)(A) of the Code.
(o) No consideration other than voting common stock of Acquiring
will be transferred by Acquiring in connection with the proposed
transaction.
(p) Acquiring stock will not be callable by Acquiring nor subject to a
put option.
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MULDOON, MURPHY & FAUCETTE
Board of Directors
Long Island Financial Corp.
Long Island Commercial Bank
October 9, 1998
Page 5
LIMITATIONS ON OPINION
----------------------
Our opinions expressed herein are based solely upon current provisions of
the Internal Revenue Code of 1986, as amended, including applicable regulations
thereunder and current judicial and administrative authority. Any future
amendments to the Code or applicable regulations, or new judicial decisions or
administrative interpretations, any of which could be retroactive in effect,
could cause us to modify our opinion. No opinion is expressed herein with regard
to the federal, state, or city tax consequences of the Acquisition under any
section of the Code except if and to the extent specifically addressed.
FEDERAL TAX OPINION
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Based solely upon the foregoing Representations and information and
assuming the transaction occurs in accordance with the Plan of Acquisition, and
taking into consideration the limitations noted throughout this opinion, it is
our opinion that under current federal income tax law:
(1) The acquisition by Acquiring of at least 80 percent of the
outstanding shares of Target common stock in exchange solely for
Acquiring voting common stock will constitute a reorganization
within the meaning of section 368(a)(1)(B) of the Internal Revenue
Code. Acquiring and Target will each be "a party to a
reorganization" within the meaning of section 368(b).
(2) No gain or loss will be recognized by Acquiring upon the receipt
of Target common stock in exchange solely for Acquiring voting
common stock (section 1032(a)).
(3) The basis of the Target common stock to be received by Acquiring
will be the same as the basis of the Target common stock in the
hands of Target shareholders immediately prior to the exchange
(section 362(b)).
(4) The holding period of the Target common stock to be received by
Acquiring will include the period during which such stock was held
by Target shareholders (section 1223 (2)).
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MULDOON, MURPHY & FAUCETTE
Board of Directors
Long Island Financial Corp.
Long Island Commercial Bank
October 9, 1998
Page 6
(5) No gain or loss will be recognized by Target shareholders on the
exchange of their Target common stock solely for the voting common
stock of Acquiring (section 354(a)(1)).
(6) The basis of the Acquiring voting common stock to be received by
Target shareholders will be the same as the basis of the Target
common stock surrendered in exchange therefor (section 358(a)(1)).
(7) The holding period of the Acquiring voting common stock to be
received by Target shareholders will include the holding period of
the shares of Target common stock surrendered in exchange therefor,
provided that the shares of Target common stock were held as capital
assets on the date of the exchange (section 1223(1)).
(8) Where a shareholder of Target dissents to the proposed
transaction and receives cash from Target for his Target common
stock, such cash will be treated as received by a shareholder as a
distribution in redemption of his Target common stock subject to the
provisions and limitations of section 302 (Rev. Rul. 68-285, 1968-1
C.B. 147).
* * *
Since this letter is rendered in advance of the closing of this
transaction, we have assumed that the transaction will be consummated in
accordance with the Plan of Acquisition as well as all the information and
Representations referred to herein. Any change in the transaction could cause us
to modify our opinion.
We consent to the inclusion of this opinion as an exhibit to the S-4
Registration Statement of Long Island Financial Corp. and the references to and
summary of this opinion in such S-4 Registration Statement.
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE
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MULDOON, MURPHY & FAUCETTE
CONSENT
We hereby consent to the references to this firm and the filing of opinions
as exhibits to the Registration Statement of Long Island Financial Corp. on Pre-
Effective Amendment No. 1 to the Form S-4, and we consent to the use of our name
under the heading "Legal Opinions."
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
October 9, 1998
