AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 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. Secondary Stock Option Plan
North Fork Bancorporation, Inc. Secondary Incentive Stock Option Plan
North Fork Bancorporation, Inc. Secondary 1993 Stock Option Plan
North Fork Bancorporation, Inc. Secondary 1993 Incentive Stock Option Plan
(Full title of the Plans)
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:
William S. Rubenstein
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
Proposed
Title of Exercise maximum
securities Amount price aggregate Amount of
to be to be per offering registration
registered registered(1) share(2) price fee
Stock Options on
the Company's
Common Stock $2.50
par value per share
issued under the:
Secondary Stock
Option Plan 23,912 $2.38 $56,910.56
Secondary Incen-
tive Stock 610,867 2.38 1,453,863.46
Option Plan
Secondary 1993
Stock Option
Plan 20,328 10.57 214,866.96
Secondary 1993
Incentive Stock
Option Plan 83,931 10.57 887,150.67
Total 739,041 $2,612,791.65 $900.96
_______ _____________ _______
____________________
(1) Represents maximum number of shares available for issuance
under the Plan.
(2) Based on the exercise price per option granted under each Plan.
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 for
the fiscal year ended December 31, 1993 filed pursuant to Section
13(a) or 15(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30,
1994.
(c) The registrant's Current Reports on Form 8-K, dated
February 10, 1994; February 22, 1994; February 28, 1994; March
22, 1994; March 30, 1994; April 20, 1994; June 27, 1994; July 20,
1994; October 17, 1994 and October 28, 1994.
(d) The description of North Fork Common Stock and North
Fork Series A Junior Participating Preferred Stock and Preferred
Stock Purchase Rights set forth in North Fork's Registration
Statements filed on Form 8-A, dated March 1, 1989 and February 9,
1990, and any amendments or updates thereto.
(e) The portions of the Registrant's Proxy Statement for
the Annual Meeting of Stockholders held on April 26, 1994 that
have been incorporated by reference in the registrant's latest
annual report on Form 10-K for the fiscal year ended December 31,
1993.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to
the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote,
agreement or otherwise. Article 8 of the Registrant's Bylaws
provides for indemnification of directors, officers, employees
and agents of the Registrant for expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed action or suit
to the fullest extent permitted by Delaware General Corporation
Law.
Article 10 of the Registrant's Certificate of Incorporation
provides that directors shall not be liable for monetary damages
in excess of $25,000 per occurrence resulting from a breach of
their fiduciary duties, except for liability for any of the
following for which the foregoing limitation does not apply: (i)
any breach of the duty of loyalty to the Registrant and its
stockholders, (ii) acts or omissions not in good 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.
Section 8(k) of the Federal Deposit Insurance Act (the "FDI
Act") provides that the Federal Deposit Insurance Corporation
(the "FDIC") may prohibit or limit, by regulation or order,
payments by any insured depositary institution or its holding
company for the benefit of directors and officers of the insured
depository institution, or others who are or were "institution-
affiliated parties," as defined under the FDI Act, in order to
pay or reimburse such person for any liability or legal expense
sustained with regard to any administrative or civil enforcement
which results in a final order against the person. In October
1991, the FDIC issued for public comment a proposed regulation
that would prohibit all such payments, except in certain
enumerated circumstances. As of the date of this Registration
Statement, the FDIC has not enacted this regulation.
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
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of KPMG Peat Marwick, Certified Public Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (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) Not Applicable.
(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 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
the Act and will be governed by the final adjudication of such
issue.
(i)-(j) Not Applicable.
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 County of Suffolk,
State of New York, on December 5, 1994.
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
___________________________
Daniel M. Healy
Executive Vice President and
Chief Financial 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 December 5, 1994.
We, the undersigned officers and directors of North Fork
Bancorporation, Inc. hereby severally and individually constitute
and appoint Daniel M. Healy, the true and lawful attorney and
agent (with full power of substitution and resubstitution in each
case) 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,
said attorney and agent to have power to act 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 attorney and agent to any and all such
amendments and instruments.
Name Title
/s/ John A. Kanas President and Chairman
___________________________ of the Board
John A. Kanas
/s/ Daniel M. Healy Executive Vice President
___________________________ and Chief Financial Officer
Daniel M. Healy (Principal Financial and
Accounting Officer)
/s/ John Bohlsen Director
__________________________
John Bohlsen
/s/ Malcolm J. Delaney Director
__________________________
Malcolm J. Delaney
/s/ Allan C. Dickerson Director
__________________________
Allan C. Dickerson
/s/ Lloyd A. Gerard Director
_________________________
Lloyd A. Gerard
/s/ James F. Reeve Director
_________________________
James F. Reeve
/s/ James H. Rich, Jr. Director
__________________________
James H. Rich, Jr.
/s/ George H. Rowsom Director
___________________________
George H. Rowsom
/s/ Raymond W. Terry, Jr. Director
__________________________
Raymond W. Terry, Jr.
FORM S-8
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
Exhibit
Number Description
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of KPMG Peat Marwick, Certified Public
Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5).
24. Power of Attorney (included on signature page of the
registration statement).
EXHIBIT 5
December 5, 1994
Board of Directors
North Fork Bancorporation, Inc.
9025 Route 25
Mattituck, NY 11952
Re: North Fork Bancorporation, Inc.
Registration Statement on Form S-8
for the Secondary Stock Option Plan,
the Secondary Incentive Stock Option
Plan, the Secondary 1993 Stock Option
Plan and the Secondary 1993 Incentive
Stock Option Plan
Gentlemen:
We have acted as special counsel to North Fork
Bancorporation, Inc., a Delaware corporation (the
"Company"), in connection with the issuance by the
Company of an aggregate of up to 739,041 shares (the
"Shares") of common stock, par value $2.50 per share (the
"Common Stock"), together with an equal number of rights
to purchase units of Series A Junior Participating
Preferred Stock associated therewith (the "Rights"), of
the Company pursuant to the Secondary Stock Option Plan,
the Secondary Incentive Stock Option Plan, the Secondary
1993 Stock Option Plan and the Secondary 1993 Incentive
Stock Option Plan (collectively, the "Stock Option
Plans").
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have
examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of
(i) the Registration Statement of the Company on Form S-8
filed with the Securities and Exchange Commission
(the "Commission") on the date hereof (the "Registration
Statement"); (ii) the form of certificates to be used to
represent the Shares (and the Rights); (iii) the
Certificate of Incorporation and By-Laws of the Company,
as amended to date; (iv) resolutions adopted by the Board
of Directors of the Company relating to the Stock Option
Plans and the issuance of the Shares pursuant thereto;
and (v) such other documents as we have deemed necessary
or appropriate as a basis for the opinion set forth
below.
In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified,
conformed or photostatic copies, and the authenticity of
originals of such copies. As to any other facts material
to this opinion which we did not independently establish
or verify, we have relied upon statements or
representations of officers and other representatives of
the Company and others.
Members of this firm are admitted to the bar in
the State of Delaware, and we express no opinion as to
the laws of any other jurisdiction.
Based upon the foregoing and assuming the due
execution and delivery of certificates representing the
Shares in the form examined by us, we are of the opinion
that (i) the Shares to be issued by the Company pursuant
to the Stock Option Plans, upon issuance and delivery of
such Shares and payment therefor in accordance with the
provisions of the Stock Option Plans, will be duly
authorized, validly issued, fully paid and nonassessable
and (ii) the Rights, when issued as described in the
Registration Statement and in accordance with the Rights
Agreement, will be duly authorized and validly issued.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving such consent we do not thereby
admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
Exhibit 23.1
Consent of Independent Auditors
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 of North Fork
Bancorporation, Inc. 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, changes in stockholders'
equity, and cash flows for each of the years in the
three-year period ended December 31, 1993, which report
is incorporated by reference into the 1993 Annual Report
on Form 10-K. Our report refers to a change in the
methods of accounting for income taxes and postretirement
benefits other than pensions.
KPMG PEAT MARWICK LLP
Jericho, New York
November 30, 1994
