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Previous: MONY GROUP INC, 424B5, 2000-12-08 |
Next: PEQUOT CAPITAL MANAGEMENT INC/CT/, SC 13G, 2000-12-08 |
| Registration No. 333-_____ | As filed with the Commission on Desember 8, 2000 |
SECURITIES AND EXCHANGE COMMISSION
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| Delaware (State of Incorporation) |
14-1809721 (IRS Employer Identification No.) |
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302 Main Street | |
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Greene County Bancorp, Inc. 2000 Stock Option Plan | |
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J. Bruce Whittaker President and Chief Executive Officer Greene County Bancorp, Inc. 302 Main Street Catskill, New York 12414 (518) 943-2600 (Name, Address and Telephone) |
Robert B. Pomerenk, Esquire Luse Lehman Gorman Pomerenk & Schick A Professional Corporation 5335 Wisconsin Ave., NW, #400 Washington, D.C. 20015 (202) 274-2000 (Number of Agent for Service) |
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Title of Securities Amount to be Proposed Maximum
to be Registered Registered (1) Offering Price Per
Share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------
Common Stock, par
value $.10 90,940 shares (2) $7.875 (3)
per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------
Common Stock, par
value $.10 9 shares (4) $8.625 (6)
per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------
Common Stock, par
value $.10 45,474 shares (5) $8.625 (6)
per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------
401(k) Participation (7) -
Interests
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----------------------- ----------------------- ----------------------
Total 136,423 shares
======================= ======================= ======================
====================== ======================
Proposed Maximum Amount of
Aggregate Offering Registration Fee
Price
---------------------- ----------------------
---------------------- ----------------------
$716,152.50 $190
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$77.63 $1
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$392,213.25 $104
---------------------- ----------------------
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- $ (8)
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---------------------- ----------------------
$1,108,443.30 $295
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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 2000 Stock Option Plan (the "Stock Option Plan") and the 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 Greene County Bancorp, Inc. pursuant to 17
C.F.R. š 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.
š230.457(h)(1).
(4) Represents the number of shares reserved for issuance for options which
have not been granted pursuant to the Stock Option Plan.
(5) Represents the number of shares awarded or available for award pursuant
to the Recognition and Retention Plan.
(6) Determined by reference to the fair market value of the common stock on
November 21, 2000, pursuant to 17 C.F.R.š.230.457(c).
(7) Represents an indeterminate number of interests in The Bank of Greene
County Employees' Savings and Profit Sharing Plan and Trust.
(8) Pursuant to Rule 457(h)(3), no registration fee with respect to these
interests is required to be paid.
________________________
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.
This Registration Statement relates to the registration of 136,423 shares of common stock of Greene County Bancorp, Inc.(the "Company") reserved for issuance and delivery under the Greene County Bancorp, Inc. 2000 Recognition and Retention Plan and reserved for issuance and delivery upon the exercise of options under the Greene County Bancorp, Inc. 2000 Stock Option Plan, as well as to an indeterminate number of participation interests in The Bank of Greene County Employees' Savings and Profit Sharing Plan and Trust (the "Employees' Plan").
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") and to participants in the Employees' 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 documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
The following documents previously or concurrently filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:
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 Bruce P. Egger, Secretary, Greene County Bancorp, Inc., 302 Main Street, Catskill, New York 12414, telephone number (518) 943-2600.
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.
Directors and officers of the Company are indemnified and held harmless against liability to the fullest extent permissible by the general corporation law of Delaware as it currently exists or as it may be amended, provided any such amendment provides broader indemnification provisions than currently exists. This indemnification applies to the directors who administer the Stock Option Plan and the Recognition and Retention Plan.
The terms of the indemnification are set forth in the Company's Certificate of Incorporation. The indemnification applies unless the director did not meet the standards of conduct which make it permissible under the general corporation law of Delaware for the Company to indemnify the director for the amount claimed, but the burden of proving such defense is on the Company.
The Company is also permitted under the Certificate of Incorporation to maintain directors' and officers' liability insurance covering its directors and officers and has obtained a directors' and officers' liability and corporation reimbursement policy which (subject to certain limitations and deductibles) (i) insures officers and directors of the Company against loss arising from certain claims made against them by reason of their being such directors or officers; and (ii) insures the Company against loss which it may be required or permitted to pay as indemnification to its directors and officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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4 Specimen form of common stock certificate *
of Greene County Bancorp, Inc.
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
&Schick, P.C.
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 an exhibit to the Company’s Registration Statement on Form SB-2(File No. 333-63681) filed with the Commission on September 18, 1998 pursuant to Section 5 of the Securities Act of 1933 and all amendments thereto or reports filed for the purpose of updating such description. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.
** Filed as exhibits to the Company’s Proxy Statement relating to the Company’s November 27, 2000 annual meeting of stockholders, filed with the Commission on October 10, 2000, which is incorporated herein by reference.
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)
23.2 Consent of PricewaterhouseCoopers LLP
F:\clients\1113\Form S-8.wpd
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 Catskill, New York, on this 8th day of December, 2000.
Greene County Bancorp, Inc.
By: /s/J. Bruce Whittaker
-----------------------------------
J. Bruce Whittaker, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Greene County Bancorp,
Inc. (the "Company") hereby severally constitute and appoint J. Bruce
Whittaker as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said J. Bruce
Whittaker 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 relating to the offering of the Company's Common Stock,
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 J. Bruce Whittaker 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 below by the following persons in the
capacities and as of the dates indicated.
Signatures Title Date
---------- ----- ----
/s/J. Bruce Whittaker President and Chief Executive November 21, 2000
----------------------
J. Bruce Whittaker Officer and Chairman of the Board
(Principal Executive Officer)
/s/Michelle Plummer Chief Financial Officer November 21, 2000
----------------------
Michelle Plummer
/s/Walter H. Ingalls Chairman of the Board November 21, 2000
----------------------
Walter H. Ingalls
/s/Richard J. Buck Director November 21, 2000
----------------------
Richard J. Buck
/s/Raphael Klein Director November 21, 2000
---------------------
Raphael Klein
/s/Paul Slutzky Director November 21, 2000
---------------------
Paul Slutzky
/s/Anthony Camera, Jr. Director November 21, 2000
----------------------
Anthony Camera, Jr.
/s/David H. Jenkins Director November 21, 2000
----------------------
David H. Jenkins
/s/Dennis R. O'Grady Director November 21, 2000
----------------------
Dennis R. O'Grady
/s/Martin C. Smith Director November 21, 2000
----------------------
Martin C. Smith
November 30, 2000
Board of Directors
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
Re: Greene County Bancorp, Inc.
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 offer and sale of Greene County Bancorp, Inc. (the
"Company") common stock, par value $.10 per share (the "Common Stock"),
pursuant to the 2000 Stock Option Plan and the 2000 Recognition and Retention
Plan (together, the "Plans"). 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, when sold
in connection with the exercise of options granted pursuant to the
Plans, 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
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 27, 2000 relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Greene County Bancorp, Inc., which is incorporated by reference in Greene County
Bancorp, Inc.'s Annual Report on Form 10-KSB for the year ended June 30, 2000.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
December 5, 2000
F:\clients\1113\Form S-8.wpd\
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