As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OSWEGO COUNTY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1567491
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
44 East Bridge Street
Oswego, New York 13126
(315) 343-4100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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OSWEGO COUNTY BANCORP, INC. STOCK OPTION PLAN
OSWEGO COUNTY BANCORP, INC. RESTRICTED STOCK PLAN
(Full title of the plans)
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GREGORY J. KREIS CHRISTOPHER J. BONNER, ESQ.
President and Chief Executive Officer Hiscock & Barclay, LLP
Oswego County Bancorp, Inc. Financial Plaza
44 East Bridge Street Post Office Box 4878
Oswego, New York 13126 Syracuse, New York 13221-4878
(315) 343-4100 Telephone (315) 422-2131
(Name, address and telephone number, including area code, 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|
Calculation of Registration Fee
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Proposed
maximum Proposed maximum
Title of offering price aggregate Amount of
securities to Amount to be per offering Registration
be registered Registered (1) share price Fee
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Common Stock,
par value $.01 39,950 (2)
per share Shares $9.125 (3) $364,544 $96
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Common Stock,
par value $.01 11,985 (4)
per share Shares $9.125 (3) $109,363 $29
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Options 39,950 -- -- --
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Totals 51,935 Shares $473,907 $125
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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
Oswego County Bancorp, Inc. Stock Option Plan (the "Stock Option Plan") and the
Oswego County Bancorp, Inc. Restricted Stock Plan (the "Restricted Stock Plan"
and, collectively, the "Plans") as the result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock pursuant to Rule 416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the Stock Option Plan.
(3) Determined by reference to the latest transaction price in Common Stock on
June 7, 2000.
(4) Represents the number of shares to be issued pursuant to the Restricted
Stock Plan.
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933 and Rule 462.
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PART I
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of (1) 39,950
shares of Common Stock reserved for issuance and delivery upon the exercise of
options under the Stock Option Plan; and (2) 11,985 shares of Common Stock
reserved for issuance and delivery upon grants under the Restricted Stock Plan.
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the Stock Option
Plan and the Restricted Stock Plan, as appropriate, as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
PART II
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 13(a) and (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 to be incorporated by reference into this registration statement and be
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in
any other subsequently filed document which also is incorporated by reference
herein, 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.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1999 as filed with the SEC on March 30, 2000.
(b) The description of Common Stock contained in the Registration
Statement on Form SB-2 (Commission File No. 333-69959) filed by the Company
under the Securities Act with the SEC on December 30, 1998, as amended on March
19, 1999 and May 4, 1999.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article 9 of the Registrant's Certificate of Incorporation provides for
indemnification as follows:
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 or 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 9
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 or 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 9 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.
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C. If a claim under Section A or B of this Article 9 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 expenses 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 (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 9 or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article 9 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 9 with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. List of Exhibits
The exhibit index immediately precedes the attached exhibits.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
2. For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona-fide offering.
3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 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 by 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 the appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
Exhibit Page
Number Number
4.1 Oswego County Bancorp, Inc. Stock Option Plan
(incorporated by reference to the Company's Definitive
Proxy Statement on Schedule 14A filed March 27, 2000)
4.2 Oswego County Bancorp, Inc. Restricted Stock Plan
(incorporated by reference to the Company's Definitive
Proxy Statement filed March 27, 2000)
5 Opinion of Hiscock & Barclay, LLP as to the legality of
the Common Stock registered hereby 9
23.1 Consent of Hiscock & Barclay, LLP (contained in the
opinion included as Exhibit 5)
23.2 Consent of KPMG LLP 10
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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 Oswego, State of New York, on this 14th day of
June, 2000.
OSWEGO COUNTY BANCORP, INC.
By: /s/ Gregory J. Kreis
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Gregory J. Kreis
President and Chief Executive Officer
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.
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By: /s/ Gregory J. Kreis By: /s/ Stephen B. Albright
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Gregory J. Kreis Stephen B. Albright
President and Senior Vice President and
Chief Executive Officer Treasurer
(Principal Executive Officer) (Principal Financial Officer)
Date: June 14, 2000 Date: June 14, 2000
By: /s/ Elaine L. Miller By: /s/ Paul W. Schneible
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Elaine L. Miller Paul W. Schneible
Controller Chairman of the Board of Directors
(Principal Accounting Officer)
Date: June 14, 2000 Date: June 14, 2000
By: /s/ Michael R. Brower By: /s/ Bruce P. Frassinelli
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Michael R. Brower Bruce P. Frassinelli
Director Director
Date: June 14, 2000 Date: June 14, 2000
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<S> <C>
By: /s/ Paul J. Heins By: /s/ Deborah F. Stanley
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Paul J. Heins Deborah F. Stanley
Director Director
Date: June 14, 2000 Date: June 14, 2000
By: /s/ Bernard Shapiro By: /s/ Carl K. Walrath
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Bernard Shapiro Carl K. Walrath
Director Director
Date: June 14, 2000 Date: June 14, 2000
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