<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1994
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NORTH FORK BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3154608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9025 ROUTE 25
MATTITUCK, NEW YORK 11952
(Address of Principal Executive Offices) (Zip Code)
NORTH FORK BANCORPORATION, INC. 1994 KEY EMPLOYEE STOCK PLAN
(Full title of the Plan)
JOHN ADAM KANAS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTH FORK BANCORPORATION, INC.
9025 ROUTE 25
MATTITUCK, NEW YORK 11952
(Name and address of agent for service)
(516) 298-5000
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas B. Kinsock, Esq.
Gallop, Johnson & Neuman
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
================================================================================
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered(1) per share(2) price tion fee
- ----------------- ------------- ------------ ------------- ---------
<S> <C> <C> <C> <C>
Common Stock 700,000 $14.0625 $9,843,750.00 $3,394.40
$2.50 par value
per share
</TABLE>
- --------------------------
(1) Represents maximum number of shares available for issuance under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low prices per share of the
registrant's Common Stock as reported by the New York Stock Exchange on
April 28, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the registrant's common stock which is contained in
the registration statement filed by the registrant under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 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 such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any
other 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 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees and
agents under certain circumstances. Article 8 of the registrant's Bylaws
provides for indemnification of directors, officers, employees and agents of
the registrant for expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed action or suit if such director, officer, employee or
agent is successful on the merits or otherwise, or acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interest of
the registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article 10 of the registrant's Certificate of Incorporation provides that
directors shall not be liable for monetary damages resulting from a breach of
their fiduciary duties, except for (i) any breach of the duty of loyalty to the
Registrant and its stockholders, (ii) acts or omissions involving bad faith,
intentional misconduct or a knowing violation of law, (iii) as provided under
Section 174 of the General Corporation Law of the State of Delaware (which
provides that directors are personally liable for unlawful dividends or
unlawful stock repurchases or redemptions), or (iv) any transaction from which
a director personally derived any improper personal benefit.
The registrant maintains a director and officer liability insurance policy
providing for the insurance on behalf of any person who is or was a director or
officer of the registrant and subsidiary companies against any liability
incurred by him in any such capacity or arising out of his status as such. The
insurer's limit of liability under the policy is $7,500,000 in the aggregate
for all insured losses per year. The policy contains various reporting
requirements and exclusions.
The ability of the registrant or its subsidiary banks to indemnify officers
and directors against certain liabilities or expenses may be limited by the
federal banking regulators acting under Section 2523 of the Comprehensive
Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990. The
Federal Deposit Insurance Corporation proposed regulations in September 1991
which would prohibit insured banks and their holding companies from
indemnifying directors and officers against liability and expenses incurred by
them in connection with regulatory enforcement actions which result in the
entry of a final order against such
II-2
<PAGE>
individuals. Advancement of legal expenses in connection with regulatory
enforcement actions against directors and officers would also be prohibited by
the regulations, unless certain conditions were met.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement or
incorporated by reference herein.
Exhibit
Number Description
------- -----------
4 North Fork Bancorporation, Inc. 1994 Key Employee Stock Plan.
5 Opinion of Gallop, Johnson & Neuman.
23.1 Consent of KPMG Peat Marwick, Certified Public Accountants.
23.2 Consent of Gallop, Johnson & Neuman (included in Exhibit 5).
24 Power of Attorney (included on signature page of the registration
statement).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
II-3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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)-(g) Not Applicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 the 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 appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
II-4
<PAGE>
the Act and will be governed by the final adjudication of such issue.
(i) Not Applicable.
(j) Not Applicable.
II-5
<PAGE>
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 Mattituck, State of New York, on April 19, 1994.
NORTH FORK BANCORPORATION, INC.
By: /s/ John Adam Kanas
---------------------------------------
John Adam Kanas
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of North Fork Bancorporation,
Inc. hereby severally and individually constitute and appoint John Adam Kanas
and Daniel M. Healy and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
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.
II-6
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ------ ----
<S> <C> <C>
/s/ John Adam Kanas Chairman, President,
- ---------------------------- Chief Executive
John Adam Kanas Officer and Director April 19, 1994
/s/ Daniel M. Healy Executive Vice
- ---------------------------- President, Chief April 18, 1994
Daniel M. Healy Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Allan C. Dickerson Director April 18, 1994
- ----------------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director April 18, 1994
- ----------------------------
Lloyd A. Gerard
/s/ James F. Reeve Director April 18, 1994
- ----------------------------
James F. Reeve
/s/ George H. Rowsom Director April 18, 1994
- ----------------------------
George H. Rowsom
/s/ Raymond W. Terry, Jr. Director April 18, 1994
- ----------------------------
Raymond W. Terry, Jr.
/s/ John Bohlsen Director April 19, 1994
- ----------------------------
John Bohlsen
/s/ Malcolm J. Delaney Director April 18, 1994
- ----------------------------
Malcolm J. Delaney
/s/ James H. Rich, Jr. Director April 18, 1994
- ----------------------------
James H. Rich, Jr.
</TABLE>
II-7
<PAGE>
FORM S-8
--------
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4 North Fork Bancorporation, Inc. 1994
Key Employee Stock Plan
5 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of KPMG Peat Marwick, Certified
Public Accountants
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5)
24 Power of Attorney (included on signature
page of the registration statement)
II-8
<PAGE>
EXHIBIT 4
---------
NORTH FORK BANCORPORATION, INC.
1994 KEY EMPLOYEE STOCK PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
North Fork Bancorporation, Inc. (the "Company") hereby establishes a long
term incentive plan to be named the North Fork Bancorporation, Inc. 1994 Key
Employee Stock Plan (the "Plan"), for officers and other key employees of the
Company and its subsidiaries. The purpose of this Plan is to encourage those
key employees who are given awards by the committee administering the Plan to
acquire and maintain an interest in the Common Stock of the Company and thus to
have additional incentive to continue to work for the success of the Company
and its subsidiaries.
SECTION 2. DEFINITIONS
Whenever used herein, the following terms shall have the respective
meanings set forth below:
(a) AWARD means any Option or Restricted Stock or right to receive either
granted under the Plan.
(b) AWARD AGREEMENT means the written agreement evidencing an Award under
the Plan, which shall be executed by the Company and the Participant.
(c) BOARD means the Board of Directors of the Company.
(d) CODE means the Internal Revenue Code of 1986, as amended and in effect
from time to time.
(e) COMMITTEE means the Stock and Compensation Committee of the Board, or
any successor to such Committee, the members of which shall not be
eligible (and, during the one year period prior to becoming a member,
shall not have been eligible) for participation in the Plan or any
other plan of the Company which provides for the issuance of equity
securities of the Company, except as provided in Rule 16b-
3(c)(2)(i)(A)-(D) promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor regulation.
(f) COMPANY means North Fork Bancorporation, Inc., a Delaware corporation.
(g) DISABILITY means permanent and total disability as defined in Section
22(e)(3) of the Code, as determined by the Committee in good faith,
upon receipt of and in reliance on sufficient competent medical
advice.
<PAGE>
(h) EMPLOYEE means a salaried employee (including officers and directors
who are also employees) of the Company or any Subsidiary.
(i) EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
(j) EXERCISE PRICE of an Option means a price fixed by the Committee upon
grant of the Option as the purchase price for Stock under the Option,
as such may be adjusted under Section 11 of the Plan.
(k) FAIR MARKET VALUE means, for any particular day, (i) for any period
during which the Stock shall be listed for trading on a national
securities exchange, the average of the high and low price per share
of Stock on such exchange on such day, (ii) for any period during
which the Stock shall not be listed for trading on a national
securities exchange, but when prices for the Stock shall be reported
by the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the average
of the high and low transaction price per share as quoted by the
National Market System of NASDAQ for such day, (iii) for any period
during which the Stock shall not be listed for trading on a national
securities exchange or its price reported by the National Market
System of NASDAQ, but when prices for the Stock shall be reported by
NASDAQ, the average of the high and low bid price per share as
reported by NASDAQ for such day, or (iv) in the event none of (i),
(ii) and (iii) above shall be applicable, the fair market price per
share of Stock for such day as determined by the Board of Directors.
If Fair Market Value is to be determined as of a day when the
securities markets are not open, the Fair Market Value on that day
shall be the Fair Market Value on the nearest preceding day when the
markets were open.
(l) OPTION means the right to purchase Stock at the Exercise Price for a
specified period of time and subject to specified conditions. For
purposes of the Plan, an Option may be an INCENTIVE STOCK OPTION
within the meaning of Section 422 of the Code or any successor
provision, or a NONQUALIFIED (nonstatutory) STOCK OPTION.
(m) PARTICIPANT means any Employee designated by the Committee to receive
an Award under the Plan.
(n) PERIOD OF RESTRICTION means the period during which Restricted Stock
is subject to restrictions on transfer and subject to forfeiture under
Section 10 of the Plan.
2
<PAGE>
(o) REPORTING PERSON means a person subject to Section 16 of the Exchange
Act.
(p) RESTRICTED STOCK means shares of Stock awarded to an Employee which
bear certain restrictions on transferability and are subject to
certain risks of forfeiture during a Period of Restriction, as
provided in Section 10 of the Plan, and which cease to be shares of
Restricted Stock upon expiration of the Period of Restriction.
(q) RULE 16B-3 means Rule 16b-3 promulgated by the Securities and Exchange
Commission pursuant to the Exchange Act, or any successor regulation.
(r) STOCK means the Common Stock of the Company.
(s) SUBSIDIARY means a subsidiary corporation of the Company as defined in
Section 424(f) of the Code.
(t) TAXABLE EVENT means an event relating to an Award granted under the
Plan which requires federal, state or local tax to be withheld by the
Company or a Subsidiary.
(u) TERMINATED FOR CAUSE means, (i) for Employees serving under an
employment agreement containing a provision for termination of
employment for "cause," termination of employment of the Employee for
"cause" pursuant to such provision, and (ii) for other Employees,
termination of employment of the Employee by a two-thirds vote of the
entire Board of Directors of the Company or the Subsidiary employing
such Employee, expressly for one or both of the following "causes," as
evidenced in a certified resolution of the Board: (A) any willful
misconduct by the Employee which is materially injurious to the
Company or the Subsidiary, monetarily or otherwise; or (B) conviction
of the Employee with no further possibility of appeal of a felony
under applicable state or federal banking or financial institution
laws, or the agreement of the Employee to plead guilty to any such
felony.
SECTION 3. ADMINISTRATION
The Plan will be administered by the Committee. The determinations of the
Committee shall be made in accordance with its judgment as to the best
interests of the Company and its stockholders and in accordance with the
purposes of the Plan. Notwithstanding the foregoing, the Committee in its
discretion may delegate to the President or other appropriate officers of the
Company or any Subsidiary the authority to make any or all determinations under
the Plan (including the decision to grant
3
<PAGE>
Awards and types of Awards granted) with respect and only with respect to
Employees (other than the delegatees) who are not Reporting Persons,
notwithstanding the fact that the delegatees may themselves be Participants in
the Plan and/or Reporting Persons. A majority of members of the Committee
shall constitute a quorum, and all determinations of the Committee shall be
made by a majority of its members. Any determination of the Committee under
the Plan may be made without notice or meeting of the Committee, and all
actions made or taken by the Committee pursuant to the provisions of the Plan
shall be final, binding and conclusive for all purposes and upon all persons.
SECTION 4. SHARES RESERVED UNDER THE PLAN
There is hereby reserved for issuance under the Plan an aggregate of
700,000 shares of Stock, of which a maximum of 200,000 shares may be issued as
Restricted Stock, subject in each case to adjustment as provided in Section 11
of the Plan. Such shares may be authorized but unissued shares or treasury
shares. Shares of Stock underlying outstanding Options will be counted against
the Plan maximum while such Options are outstanding. Calculation of the number
of shares remaining available for issuance under the Plan shall be by those
methods permissible under Rule 16b-3 which result in the greatest number of
shares remaining available for issuance.
SECTION 5. PARTICIPANTS
Persons eligible for grants of Awards under the Plan will be those officers
and other key employees of the Company or any Subsidiary who are expected to
play a significant role in the success and future growth and profitability of
the Company, as determined by the Committee in its sole discretion and as
evidenced by the decision of the Committee to grant Awards to such individuals.
Designation of an Employee as a Participant to receive an Award in any year
shall not require the Committee to designate such Employee to receive an Award
in any other year or to designate any other Employee to receive an Award in
such year or any other year. The Committee shall consider such factors as it
deems pertinent in selecting Employees to receive Awards and determining the
type and amount of their respective Awards. No Employee may receive under the
Plan in any one calendar year grants of Options to purchase more than 150,000
shares of Stock.
SECTION 6. TYPES OF AWARDS
The following Awards, and rights thereto, may be granted under the Plan in
any proportion: Incentive Stock Options, Nonqualified Stock Options and
Restricted Stock, all as described below. Except as specifically limited
herein, the Committee shall have complete discretion in determining the type
and number of Awards to be
4
<PAGE>
granted to any Employee and, subject to the provisions of the Plan, the terms
and conditions which attach to each Award, which terms and conditions need not
be uniform as among different Participants. Each Award shall be evidenced by
an Award Agreement, as provided in Section 7 of the Plan. From time to time,
as the Committee deems appropriate and in the best long-term interests of the
Company and its stockholders, the Committee may elect to modify or waive one or
more terms or conditions of an outstanding Award previously granted to a
Participant under the Plan, provided that (i) no such modification or waiver
shall give the Participant or any other Participant under the Plan any right to
a similar modification or waiver of any other Award previously or subsequently
granted under the Plan, (ii) no such modification or waiver of an Award shall
involve a change in the number of shares subject to the Award or a change in
the Exercise Price of an Option or the purchase price, if any, of Restricted
Stock which is the subject of the Award, and (iii) any such modification or
waiver which is adverse or arguably adverse to the interests of the Participant
holding such Award shall not be effective unless and until the Participant
shall consent thereto.
SECTION 7. AWARD AGREEMENTS
Within ten business days after the grant of an Award, the Company shall
notify the Participant of the grant and shall hand deliver or mail to the
Participant an Award Agreement, duly executed by and on behalf of the Company,
with the request that the Participant execute the Agreement within 30 days
after the date of mailing or delivery by the Company and return the same to the
Company. The date of execution and return of the Award Agreement shall not
necessarily be or affect the date of grant of the Award, which may precede such
date of execution and return, as the Committee may determine. If the
Participant shall fail to execute and return to the Company the Award Agreement
within said 30-day period, the Award shall be deemed void and never to have
been granted.
SECTION 8. INCENTIVE STOCK OPTIONS
(a) Incentive Stock Options shall consist of Options to purchase shares of
Stock at an Exercise Price established by the Committee upon grant, which
Exercise Price shall not be less than, but may be more than, 100 percent of the
Fair Market Value of the Stock on the date of grant. The aggregate Fair Market
Value (determined as of the date of grant) of all shares of Stock under all
incentive stock options granted by the Company or any affiliate of the Company
(under the Plan or any other stock option plan) to any Employee which may first
be acquired upon exercise of such options in any one calendar year may not
exceed $100,000.
5
<PAGE>
(b) The Committee shall establish upon grant the period of time during
which an Incentive Stock Option will be exercisable by the Participant,
provided that no Incentive Stock Option shall first become exercisable, in
whole or in part, earlier than six months after the date of grant and provided
further that no Incentive Stock Option shall continue to be exercisable, in
whole or in part, later than ten years after the date of grant. Subject to
these limitations, the Committee may provide, upon grant of an Incentive Stock
Option, that full exercisability will be phased in and/or phased out over some
designated period of time. The Committee also may provide upon grant that
exercisability of an Incentive Stock Option will be accelerated, to the extent
such Option is not already then exercisable, upon the subsequent occurrence of
a "change in control" of the Company as defined by the Committee. Generally,
exercisability of an Incentive Stock Option also shall be conditioned upon
continuity of employment by the Participant with the Company and its
Subsidiaries, provided that, if the Committee so provides upon grant,
exercisability of an Incentive Stock Option may continue for some designated
period of time after termination of employment, within the following
limitations: (i) if employment is terminated other than due to the Disability
or death of the Participant, exercisability may be extended to not more than
three months after termination; (ii) if employment is terminated due to the
Disability of the Participant, exercisability may be extended to not more than
one year after termination; and (iii) if employment is terminated due to the
death of the Participant, exercisability may be extended to the normal end of
the exercise period. However, in no event may any Incentive Stock Option
continue to be exercisable more than ten years after the date of grant. In
addition, no Incentive Stock Option may be exercisable after Termination for
Cause. Leaves of absence granted by the Company for military service or
illness and transfers of employment between the Company and any Subsidiary
shall not constitute termination of employment.
(c) Upon exercise of an Incentive Stock Option, in whole or in part, the
Exercise Price with respect to the number of shares as to which the Option is
then being exercised may be paid by check or, if the Participant so elects and
the Committee shall have authorized such form of payment upon grant of the
Option, in whole or in part by delivery to the Company of shares of Stock then
owned by the Participant, provided such shares have been beneficially owned by
the Participant for at least six months. Any Participant-owned Stock to be
used in full or partial payment of the Exercise Price shall be valued at the
Fair Market Value of the Stock on the date of exercise. Delivery by the
Company of the shares as to which an Incentive Stock Option has been exercised
shall be made to the person exercising the Option or the designee of such
person. If so provided by the Committee upon grant of the Option, the shares
received upon exercise may be subject to certain restrictions upon subsequent
transfer or sale by the Participant.
6
<PAGE>
In the event the Exercise Price is to be paid in full or in part by surrender
of Participant-owned Stock, in lieu of actual surrender of shares of Stock by
the Participant the Company may waive such surrender and instead deliver to or
on behalf of the Participant a number of shares equal to the total number of
shares as to which the Option is then being exercised less the number of shares
which would otherwise have been surrendered by the Participant to the Company.
(d) The Committee may require reasonable advance notice of exercise of an
Incentive Stock Option, normally not to exceed three calendar days, and may
condition exercise of an Incentive Stock Option upon the availability of an
effective registration statement or exemption from registration under
applicable federal and state securities laws relating to the Stock being issued
upon exercise.
SECTION 9. NONQUALIFIED STOCK OPTIONS
(a) Nonqualified Stock Options shall consist of Options to purchase shares
of Stock at an Exercise Price established by the Committee upon grant, which
Exercise Price shall not be less than, but may be more than, 100 percent of the
Fair Market Value of the Stock on the date of grant.
(b) The Committee shall establish upon grant the period of time during
which a Nonqualified Stock Option will be exercisable by the Participant,
provided that no Nonqualified Stock Option shall first become exercisable, in
whole or in part, earlier than six months after the date of grant and provided
further that no Nonqualified Stock Option shall continue to be exercisable, in
whole or in part, later than ten years after the date of grant. Subject to
these limitations, the Committee may provide, upon grant of a Nonqualified
Stock Option, that full exercisability will be phased in and/or phased out over
some designated period of time. The Committee also may provide upon grant that
exercisability of a Nonqualified Stock Option will be accelerated, to the
extent such Option is not already then exercisable, upon the subsequent
occurrence of a "change in control" of the Company as defined by the Committee.
Generally, exercisability of a Nonqualified Stock Option also shall be
conditioned upon continuity of employment by the Participant with the Company
and its Subsidiaries, provided that, if the Committee so provides upon grant,
exercisability of a Nonqualified Stock Option may continue for some designated
period of time after termination of employment, within the following
limitations: (i) if employment is terminated other than due to the death of
the Participant, exercisability may be extended to not more than one year after
termination; and (ii) if employment is terminated due to the death of the
Participant, exercisability may be extended to the normal end of the exercise
period. However, in no event may any Nonqualified Stock Option continue to be
exercisable more than ten years after the date of grant. In
7
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addition, no Nonqualified Stock Option may be exercisable after Termination for
Cause. Leaves of absence granted by the Company for military service or
illness and transfers of employment between the Company and any Subsidiary
shall not constitute termination of employment.
(c) Upon exercise of a Nonqualified Stock Option, in whole or in part, the
Exercise Price with respect to the number of shares as to which the Option is
then being exercised may be paid by check or, if the Participant so elects and
the Committee shall have authorized such form of payment upon grant of the
Option, in whole or in part by delivery to the Company of shares of Stock then
owned by the Participant, provided such shares have been beneficially owned by
the Participant for at least six months. Any Participant-owned Stock to be
used in full or partial payment of the Exercise Price shall be valued at the
Fair Market Value of the Stock on the date of exercise. Delivery by the
Company of the shares as to which a Nonqualified Stock Option has been
exercised shall be made to the person exercising the Option or the designee of
such person. If so provided by the Committee upon grant of the Option, the
shares received upon exercise may be subject to certain restrictions upon
subsequent transfer or sale by the Participant. In the event the Exercise
Price is to be paid in full or in part by surrender of Stock, in lieu of actual
surrender of shares of Stock by the Participant the Company may waive such
surrender and instead deliver to or on behalf of the Participant a number of
shares equal to the total number of shares as to which the Option is then being
exercised less the number of shares which would otherwise have been surrendered
by the Participant to the Company.
(d) The Committee may require reasonable advance notice of exercise of a
Nonqualified Stock Option, normally not to exceed three calendar days, and may
condition exercise of a Nonqualified Stock Option upon the availability of an
effective registration statement or exemption from registration under
applicable federal and state securities laws relating to the Stock being issued
upon exercise.
SECTION 10. RESTRICTED STOCK
(a) Restricted Stock shall consist of Stock or rights to Stock awarded
under the Plan by the Committee which, during a Period of Restriction specified
by the Committee upon grant, shall be subject to (i) restriction on sale or
other transfer by the Participant and (ii) forfeiture by the Participant to the
Company if the Participant ceases to be employed by the Company and its
Subsidiaries. Restricted Stock may be granted at no cost to Participants or,
if subject to a purchase price, such price shall not exceed the par value of
the Stock and shall be payable by the Participant to the Company in cash or by
any other means, including recognition of past employment, as the Committee
deems appropriate
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upon grant. The Committee may provide upon grant of an Award of Restricted
Stock that any shares of Restricted Stock as may be purchased by the
Participant thereunder and subsequently forfeited by the Participant prior to
expiration of the Period of Restriction shall be reacquired by the Company
from the Participant at the purchase price originally paid in cash by the
Participant therefor.
(b) The minimum Period of Restriction for Restricted Stock shall be three
years from the date of grant of the Award. The Committee may provide upon
grant of an Award of Restricted Stock that different numbers or portions of the
shares subject to the Award shall have different Periods of Restriction. The
Committee also may establish upon grant of an Award of Restricted Stock that
some or all of the shares subject thereto shall be subject to additional
restrictions upon transfer or sale by the Participant (although not to
forfeiture) after expiration of the Period of Restriction.
(c) The Participant shall be entitled to all dividends declared and paid on
Stock with respect to all shares of Restricted Stock held by the Participant,
from and after the date such shares are awarded to the Participant, or from and
after such later date as may be specified by the Committee in the Award, and
the Participant shall not be required to return any such dividends to the
Company in the event of forfeiture of the Restricted Stock.
(d) The Participant shall be entitled to vote all shares of Restricted
Stock held by the Participant from and after the date such shares are awarded
to the Participant, or from and after such later date as may be specified by
the Committee in the Award.
(e) Pending expiration of the Period of Restriction, certificates
representing shares of Restricted Stock shall be held by the Company or the
transfer agent for the Stock. Upon expiration of the Period of Restriction for
any shares, certificates representing such shares shall be delivered to the
Participant or in the event of death of the Participant, to the beneficiary of
the Participant.
SECTION 11. ADJUSTMENT PROVISIONS
(a) If the Company shall at any time change the number of issued shares of
Stock without new consideration to the Company (such as by a stock dividend or
stock split), the total number of shares reserved for issuance under the Plan,
the maximum number of shares available for issuance as Restricted Stock, the
maximum number of shares available for Award of Options to a particular
Participant and the number of shares (and, in the case of Options, the Exercise
Price) covered by each outstanding Award shall be adjusted so that the
aggregate consideration payable to the Company, if any, and the value of each
such Award to the
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Participant shall not be changed. Awards may also contain provisions for their
continuation or for other equitable adjustments after changes in the Stock
resulting from reorganization, sale, merger, consolidation, issuance of stock
rights or warrants or similar occurrence.
(b) Notwithstanding any other provision of this Plan, and without affecting
the number of shares reserved or available for issuance hereunder, the Board of
Directors shall use best efforts to authorize the issuance or assumption of
benefits under the Plan in connection with any merger, consolidation,
acquisition of property or stock, or reorganization involving the liquidation,
discontinuation, merger out of existence or fundamental corporate restructuring
of the Company, upon such terms and conditions as it may deem appropriate.
SECTION 12. NONTRANSFERABILITY
Each Award of an Option granted under the Plan to a Participant shall not
be transferable otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during the Participant's lifetime, only by the
Participant. In the event of the death of a Participant holding an unexercised
Option, exercise of the Option may be made only by the executor or
administrator of the estate of the deceased Participant or the person or
persons to whom the deceased Participant's rights under the Option shall pass
by will or the laws of descent and distribution, and such exercise may be made
only to the extent that the deceased Participant was entitled to exercise such
Option at the date of death. If and to the extent the Committee shall so
provide upon grant, the Period of Restriction for Restricted Stock may be
foreshortened upon the death of the Participant during the Period of
Restriction, such that the Stock shall be deemed not to be forfeited and no
longer to be Restricted Stock as of the date of death.
SECTION 13. TAXES
The Company shall be entitled to withhold, and shall withhold, the minimum
amount of any federal, state or local tax attributable to any shares
deliverable under the Plan, whether upon exercise of an Option or expiration of
a Period of Restriction for Restricted Stock or occurrence of any other Taxable
Event, after giving the person entitled to receive such delivery notice as far
in advance of the Taxable Event as practicable, and the Company may defer
making delivery as to any Award, if any such tax is payable, until indemnified
to its satisfaction. Such withholding obligation of the Company may be
satisfied by any reasonable method, including, if the Committee so provides
upon grant of the Award, reducing the number of shares otherwise deliverable to
or on behalf of the Participant on such Taxable Event by a number of shares
having a fair value, based on the Fair Market Value of the Stock on the date
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of such Taxable Event, equal to the amount of such withholding obligation.
SECTION 14. NO RIGHT TO EMPLOYMENT
A Participant's right, if any, to continue to serve the Company and any
Subsidiary as an officer, employee or otherwise shall not be enhanced or
otherwise affected by the designation of such Employee as a Participant under
the Plan.
SECTION 15. DURATION, AMENDMENT AND TERMINATION
No Award shall be granted under the Plan on or after the date which is the
tenth anniversary date of the adoption by the Board of this Plan. The Board of
Directors may amend the Plan from time to time or terminate the Plan at any
time. No amendment of the Plan shall, without the approval of the stockholders
of the Company, increase the total number of shares which may be issued under
the Plan. No amendments requiring stockholder approval in order for the Plan
to continue to meet the requirements of Rule 16b-3 shall be effective unless
such stockholder approval is obtained. By mutual agreement between the Company
and a Participant, one or more Awards may be granted to such Participant in
substitution and exchange for, and in cancellation of, any certain Awards
previously granted such Participant under the Plan, provided that any such
substitution Award shall be deemed a new Award for purposes of calculating any
applicable exercise period for Options or Period of Restriction for Restricted
Stock. To the extent that any Awards which may be granted within the terms of
the Plan would qualify under present or future laws for tax treatment that is
beneficial to a Participant, any such beneficial treatment shall be considered
within the intent, purpose and operational purview of the Plan and the
discretion of the Committee, and to the extent that any such Awards would so
qualify within the terms of the Plan, the Committee shall have full and
complete authority to grant Awards that so qualify (including the authority to
grant, simultaneously or otherwise, Awards which do not so qualify) and to
prescribe the terms and conditions (which need not be identical as among
recipients) in respect to the grant or exercise of any such Awards under the
Plan.
SECTION 16. MISCELLANEOUS PROVISIONS
(a) NAMING OF BENEFICIARIES. In connection with an Award, a Participant
may name one or more beneficiaries to receive the Participant's benefits, to
the extent permissible pursuant to the various provisions of the Plan, in the
event of the death of the Participant.
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(b) SUCCESSORS. All obligations of the Company under the Plan with respect
to Awards issued hereunder shall be binding on any successor to the Company.
(c) GOVERNING LAW. The provisions of the Plan and all Award Agreements
under the Plan shall be construed in accordance with, and governed by, the laws
of the State of Delaware without reference to conflict of laws provisions,
except insofar as any such provisions may be expressly made subject to the laws
of any other state or federal law.
SECTION 17. STOCKHOLDER APPROVAL
The Plan, in order to become effective, must be approved by the
stockholders of the Company. Any Award granted under this Plan and any Award
Agreement executed pursuant thereto prior to the submission of this Plan to the
stockholders of the Company for approval shall be void and of no effect if this
Plan is not approved by the stockholders.
Adopted by the Board of Directors as of November 23, 1993.
Approved by the Stockholders as of April 26, 1994.
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EXHIBIT 5
[LETTERHEAD OF GALLOP, JOHNSON & NEUMAN, L.C.]
May 4, 1994
Board of Directors
North Fork Bancorporation, Inc.
9025 Route 25
Mattituck, New York 11952
Re: Registration Statement on Form S-8
North Fork Bancorporation, Inc.
1994 Key Employee Stock Plan
Gentlemen:
We have served as counsel to North Fork Bancorporation, Inc. (the
"Company") in connection with the various legal matters relating to the filing
of a registration statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, relating to 700,000 shares of common stock of the
Company, par value $2.50 per share (the "Shares"), reserved for issuance in
accordance with the North Fork Bancorporation, Inc. 1994 Key Employee Stock
Plan (the "Plan").
We have examined such corporate records of the Company, such laws and such
other information as we have deemed relevant, including the Company's
Certificate of Incorporation, as amended, and Amended and Restated Bylaws,
certain resolutions adopted by the Board of Directors of the Company relating
to the Plan and certificates received from state officials and from officers of
the Company. In delivering this opinion, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the correctness of all statements
submitted to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
<PAGE>
Board of Directors
North Fork Bancorporation, Inc.
May 4, 1994
Page 2
2. The Common Stock being offered by the Company, if issued in accordance
with the Plan, will be validly issued and outstanding and will be
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Shares
pursuant to the Plan.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
------------------------------------
GALLOP, JOHNSON & NEUMAN, L.C.
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EXHIBIT 23.1
[LETTERHEAD OF KPMG PEAT MARWICK]
ACCOUNTANT'S CONSENT
--------------------
The Stockholders and Board of Directors
North Fork Bancorporation, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the North Fork Bancorporation, Inc. 1994 Key Employee
Stock Plan of our report dated January 17, 1994, relating to the consolidated
balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of
December 31, 1993 and 1992 and the related consolidated statements of
operations, cash flows, and changes in stockholders' equity for each of the
years in the three-year period ended December 31, 1993, which report is
incorporated by reference in the December 31, 1993 annual report on Form 10-K
of North Fork Bancorporation, Inc. Our report refers to a change in the
methods of accounting for income taxes and postretirement benefits other than
pensions.
/s/ KPMG PEAT MARWICK
--------------------------------
KPMG PEAT MARWICK
Jericho, New York
May 3, 1994
