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As filed with the Securities and Exchange Commission on May 4, 2000
Registration No. 333-____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
Rome Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 16-1573070
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 West Dominick Street
Rome, New York 13440-5810
(315) 336-7300
(Address, including Zip Code, of principal executive offices)
_______________
Rome Bancorp, Inc. 2000 Stock Option Plan
and
Rome Bancorp, Inc. 2000 Recognition and Retention Plan
(Full title of the Plans)
_______________
Mr. Charles M. Sprock
President and Chief Executive Officer
Rome Bancorp, Inc.
c/o The Rome Savings Bank
100 West Dominick Street
Rome, New York 13440-5810
(315) 336-7300
Copy to:
V. Gerard Comizio, Esq.
1700 Pennsylvania Avenue, N.W., Suite 800
Washington, DC 20006
(202) 347-8400
(Name and address, including Zip Code, telephone number and area code, of agent
for service)
_______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to be Amount to be Registered(1) Proposed Maximum Proposed Maximum Aggregate Amount of
Registered Offering Price Per Share(2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value 216,629 $6.65625 $1,441,936.781 $381.00
====================================================================================================================================
</TABLE>
(1) Based on the total number of shares of common stock of Rome Bancorp, Inc.
(the "Company") reserved for issuance upon the exercise of options granted
pursuant to the Rome Bancorp, Inc. 2000 Stock Option Plan ("Option Plan")
and the total number of shares of common stock authorized for awards under
the Rome Bancorp, Inc. 2000 Recognition and Retention Plan (the "RRP").
There are 166,638 shares of common stock reserved for awards under the
Option Plan and 49,991 shares authorized for awards under the RRP
(collectively, the "Plans"). In addition to such shares, this registration
statement also covers an undetermined number of shares of common stock of
the Company that, by reason of certain events specified in the Plans, may
become issuable upon exercise of options or grant of awards through the
application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to which a
total of 216,629 restricted shares and shares that may be acquired upon
exercise of options granted in the future are deemed to be offered at
$6.65625 per share, the average of the daily bid and ask prices of common
stock of the Company on the Nasdaq National Market System at the close of
trading on April 27, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Note: The documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act"). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this registration statement, taken together, constitute prospectuses that meet
the requirements of Section 10(a) of the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following document and information heretofore filed with the
Commission by Rome Bancorp, Inc.("Registrant") (File No. 000-27481) are
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:
(1) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A dated September 29,
1999; and
(2) the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999 filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"); and
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the end of the fiscal year ended December
31, 1999 and prior to the date of the termination of the offering of the common
stock offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Rome Bancorp, Inc. will provide without charge to each person to whom the
prospectuses are delivered, upon request of any such person, a copy of any or
all of the foregoing documents
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incorporated herein by reference (other than exhibits to such documents).
Written requests should be directed to David C. Nolan, Rome Bancorp, Inc., 100
West Dominick Street, Rome, New York 13440-5810. Telephone requests may be
directed to (315) 336-7300.
All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information 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.
The Tenth Article of the Registrant's Certificate of Incorporation provides
for indemnification of its directors and officers against any and all
liabilities, judgments, fines and reasonable settlements, costs and 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 bylaws of the Registrant. The Tenth
Article 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, has 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 of directors and officers 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 a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a quorum,
or (ii) by a committee of such directors designated by majority vote of such
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<PAGE>
directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iv) 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibits Index.
Item 9. Undertakings.
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
additional or changed material information on the plan of distribution;
(2) For the purpose of 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 such 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 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 Securities
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 Securities Act and will be governed by the final adjudication
of such issue.
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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 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 County of Oneida, State of New York on May 3, 2000.
Rome Bancorp, Inc.
(Registrant)
By: /s/ Charles M. Sprock
---------------------
Charles M. Sprock
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 dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/Charles M. Sprock Chairman of the Board, May 3, 2000
- ------------------------- President and
Charles M. Sprock Chief Executive Officer
(Principal Executive Officer)
/s/David C. Nolan Treasurer and Chief Financial May 3, 2000
- ------------------------- Officer (Principal Financial
David C. Nolan Officer)
/s/Bruce R. Engelbert Director May 3, 2000
- -------------------------
Bruce R. Engelbert
/s/David C. Grow Director May 3, 2000
- -------------------------
David C. Grow
/s/Kirk B. Hinman Director May 3, 2000
- -------------------------
Kirk B. Hinman
/s/T. Richard Leidig Director May 3, 2000
- -------------------------
T. Richard Leidig
/s/Richard H. McMahon Director May 3, 2000
- -------------------------
Richard H. McMahon
/s/Michael J. Valentine Director May 3, 2000
- -------------------------
Michael J. Valentine
/s/Marion C. Scoville Director May 3, 2000
- -------------------------
Marion C. Scoville
</TABLE>
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EXHIBITS INDEX
Exhibit
Number Description of Exhibits
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4.1 Certificate of Incorporation of Rome Bancorp Inc., filed on June 11, 1999
as Exhibit 3.1 to Registrant's Registration Statement on Form SB-2 (File
No. 333-80487), is incorporated herein by reference.
4.2 Bylaws of Rome Bancorp Inc., filed on June 11, 1999 as Exhibit 3.2 to
Registrant's Registration Statement on Form SB-2 (File No. 333-80487), is
incorporated herein by reference.
4.3 Form of Stock Certificate, filed on June 11, 1999 as Exhibit 4.3 to
Registrant's Registration Statement on Form SB-2 (File No. 333-80487), is
incorporated herein by reference.
5.1 Opinion of Thacher Proffitt & Wood.
23.1 Consent of KPMG LLP.
23.2 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).
99.1 Rome Bancorp, Inc. 2000 Stock Option Plan filed on April 5, 2000 as
Exhibit A to Registrant's Proxy Statement on Schedule 14A, is incorporated
herein by reference.
99.2 Rome Bancorp, Inc. 2000 Recognition and Retention Plan filed on April 5,
2000 as Exhibit B to Registrant's Proxy Statement on Schedule 14A, is
incorporated herein by reference.
<PAGE>
Exhibit 5.1
[THACHER PROFFITT & WOOD LETTERHEAD]
May 4, 2000
Board of Directors
Rome Bancorp, Inc.
100 West Dominick Street
Rome, NY 13440-5810
Re: Registration Statement on Form S-8
----------------------------------
Members of the Board:
We have acted as special counsel for Rome Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 166,638 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), to be offered
pursuant to the Rome Bancorp, Inc. 2000 Stock Option Plan and 49,991 shares of
the Company's common stock to be offered pursuant to the Rome Bancorp, Inc. 2000
Recognition and Retention Plan (collectively the "Plans").
In rendering the opinion set forth below, we do not express any opinion
concerning law other than the laws of the State of Delaware and the federal
securities laws.
We have examined originals or copies, certified or otherwise identified, of
such documents, corporate records and other instruments as we have deemed
necessary or advisable for purposes of this opinion. As to matters of fact, we
have examined and relied upon the Plans described above and, where we have
deemed appropriate, representations or certificates of officers of the Company
or public officials. We have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents submitted
to us as copies.
Based on the foregoing, we are of the opinion that the shares of Common
Stock that are being registered pursuant to the Registration Statement have been
duly authorized and, when issued and paid
<PAGE>
for in accordance with the terms of the Plans, such shares will be validly
issued, fully paid and non-assessable.
This opinion is given solely for the benefit of the Company and purchasers
of shares under the Plans, and no other person or entity is entitled to rely
hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm's name therein.
Very truly yours,
Thacher Proffitt & Wood
By: /s/ V. Gerard Comizio
-------------------------
V. Gerard Comizio, Esq.
<PAGE>
Exhibit 23.1
[LETTERHEAD OF KPMG LLP]
Independent Auditors' Consent
The Board of Directors
Rome Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Rome Bancorp, Inc. of our report dated January 28, 2000, relating to
the consolidated balance sheet of Rome Bancorp, Inc. and subsidiaries as of
December 31, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity and comprehensive income and cash flows for each of the
years in the three-year period ended December 31, 1999, which report is included
in the December 31, 1999 annual report on Form 10-KSB of Rome Bancorp, Inc.
/s/ KPMG LLP
Syracuse, New York
May 2, 2000
