<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1996
Registration No. 333-_____
==============================================================================
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.)
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(Address of Principal Executive Offices) (Zip Code)
NORTH FORK BANCORPORATION, INC. KEY EMPLOYEE STOCK PLAN
(Full title of the Plan)
JOHN ADAM KANAS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTH FORK BANCORPORATION, INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(Name and address of agent for service)
(516) 844-1004
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas B. Kinsock, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
==============================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered<F1> per share<F2> price tion fee
- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 500,000 $24.125 $12,062,500 $4,160
$2.50 par value
per share
<FN>
- ----------------------
<F1> Represents maximum number of additional shares available for
issuance under the plan. The registrant previously filed with
the Commission on May 4, 1994, a registration statement on Form
S-8 (Reg. No. 33-53467) relating to securities offered under the
plan.
<F2> Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule
457(h) under the Securities Act of 1933 and is 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 June
4, 1996.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registrant previously filed with the Securities and Exchange
Commission (the "Commission") on May 4, 1994, a registration
statement on Form S-8 (Registration No. 33-53467) relating to
securities offered under the plan (the "1994 Plan S-8"). The
contents of the 1994 Plan S-8, including exhibits thereto, are
incorporated herein by reference, except to the extent superseded
or modified by the specific information set forth below or the
specific exhibits attached hereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the
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) The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1996, the current report on Form 8-K filed
on March 27, 1996, and the amended current report on Form 8-K/A
filed on May 31, 1996, pursuant to Section 13(a) or 15(d) of the
Exchange Act; 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 that indicates that all
securities offered hereby have been sold or that 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.
II-1
<PAGE> 3
ITEM 8. EXHIBITS
The following additional exhibits are filed as part of this
registration statement or incorporated by reference herein.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4 North Fork Bancorporation, Inc. Key Employee Stock Plan, as
amended.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.4 Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
</TABLE>
II-2
<PAGE> 4
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 Melville, State of New York, on
May 29, 1996.
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-3
<PAGE> 5
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/John Adam Kanas Director, Chairman,
- ------------------------------ President, Chief
John Adam Kansas Executive Officer
(Principal Executive
Officer) May 29, 1996
/s/Daniel M. Healy Executive Vice
- ------------------------------ President, Chief
Daniel M. Healy Financial Officer
(Principal Financial
and Accounting
Officer) May 29, 1996
/s/John Bohlsen Director May 29, 1996
- ------------------------------
John Bohlsen
/s/Malcolm J. Delaney Director May 29, 1996
- ------------------------------
Malcolm J. Delaney
/s/Allan C. Dickerson Director May 29, 1996
- ------------------------------
Allan C. Dickerson
/s/Lloyd A. Gerard Director May 29, 1996
- ------------------------------
Lloyd A. Gerard
/s/James F. Reeve Director May 29, 1996
- ------------------------------
James F. Reeve
/s/James H. Rich, Jr. Director May 29, 1996
- ------------------------------
James H. Rich, Jr.
/s/George H. Rowsom Director May 29, 1996
- ------------------------------
George H. Rowsom
/s/Dr. Kurt R. Schmeller Director May 29, 1996
- ------------------------------
Dr. Kurt R. Schmeller
/s/Raymond W. Terry, Jr. Director May 29, 1996
- ------------------------------
Raymond W. Terry, Jr.
</TABLE>
II-4
<PAGE> 6
FORM S-8
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4 North Fork Bancorporation, Inc.
Key Employee Stock Plan, as amended.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants
23.4 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature
page of the registration statement)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4
---------
NORTH FORK BANCORPORATION, INC.
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. 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.
(h) EMPLOYEE means a salaried employee (including officers and
directors who are also employees) of the Company or any
Subsidiary.
<PAGE> 2
(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.
(o) REPORTING PERSON means a person subject to Section 16 of
the Exchange Act.
2
<PAGE> 3
(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
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
3
<PAGE> 4
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 1,200,000 shares of Stock, of which a maximum of
400,000 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
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
4
<PAGE> 5
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.
(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
5
<PAGE> 6
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.
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
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<PAGE> 7
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
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
7
<PAGE> 8
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
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.
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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
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
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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
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.
Amended by the Board of Directors as of December 19, 1995.
Amendment approved by the Stockholders as of April 23, 1996.
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EXHIBIT 5.1
GALLOP, JOHNSON & NEUMAN, L.C.
101 S. Hanley
St. Louis, Missouri 63105
June 6, 1996
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: Registration Statement on Form S-8
North Fork Bancorporation, Inc.
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 500,000 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. 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.
2. The Shares 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
<PAGE> 2
Board of Directors
North Fork Bancorporation, Inc.
June 6, 1996
Page 2
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.
<PAGE> 1
EXHIBIT 23.3
ACCOUNTANT'S CONSENT
--------------------
The Board of Directors
North Fork Bancorporation, Inc.:
We consent to incorporation by reference in the registration statement
(No. 33- ) on Form S-8 of North Fork Bancorporation, Inc. of our
report dated January 16, 1996, relating to the consolidated balance
sheets of North Fork Bancorporation, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 Annual Report of North Fork
Bancorporaiton, Inc. Our report with respect to these financial
statements contains an added explanatory paragraph related to changes
in accounting principles.
/s/ KPMG Peat Marwick LLP
New York, New York
June 5, 1996
