AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996
Registration No.333-____
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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 including Zip Code)
The Long-Term Incentive and Capital Accumulation Plan of North Fork
Bancorporation, Inc.
(Full title of the Plans)
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) 298-5000
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum
securities Amount Exercise aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price fee
Common Stock par 174,009 $12.17 $2,117,689.53 $641.72
value $2.50
per share (and
associated rights)
____________________
(1) Represents maximum number of shares available for issuance
under the Plan.
(2) Based on the average exercise price for the options granted under
the 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:
(1) The registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1995 (the "1995 Form 10-K");
(2) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
(3) The registrant's Current Reports on Form 8-K, dated
March 15, 1996 (as amended by a Form 8-K/A), July 15, 1996,
September 12, 1996, October 10, 1996 and December 17, 1996.
(4) 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.
(5) The portions of the Registrant's Proxy Statement for
the Annual Meeting of Stockholders held on April 23, 1996 that
have been incorporated by reference in the 1995 Form 10-K.
All documents and reports subsequently filed by the regis-
trant 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 registra-
tion statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorpo-
rated 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 refer-
ence 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 super-
seded, 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 Corporate Law (the
"DGCL") generally provides that a corporation may indemnify
directors, officers, employees or agents against liabilities they
may incur in such capacities provided certain standards are met,
including good faith and the reasonable belief that the particu-
lar action was in, or not opposed to, the best interests of the
corporation.
Subsection (a) of Section 145 of the DGCL empowers a corpo-
ration to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is
or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judg-
ments, fines and amounts paid in settlement actually and reason-
ably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reason-
ably 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 that his conduct
was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corpo-
ration to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that such
person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted under standards similar to those
set forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless
and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reason-
ably entitled to be indemnified for such expenses which the court
shall deem proper.
Section 145 of the DGCL further provides that, among other
things, to the extent that a director or officer of a corporation
has been successful in the defense of any action, suit or pro-
ceeding referred to in Subsections (a) and (b) of Section 145, or
in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; and that a corporation is empowered to purchase and
maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify against such liability under Section 145.
Indemnification as described above shall be granted in a
specific case only upon a determination that indemnification is
proper under the circumstances using the applicable standard of
conduct which is made by (a) a majority of directors who were not
parties to such proceeding, (b) independent legal counsel in a
written opinion if there are no such disinterested directors or
if such disinterested directors so direct, or (c) the sharehold-
ers.
Article 8.1 of the By-laws of the Registrant provides that
the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he or she is or was a director or officer of the Registrant
against expenses (including attorneys' fees), judgments, fines
and settlement payments actually and reasonably incurred by him
or her to the fullest extent permitted by the DGCL and any other
applicable law, as may be in effect from time to time.
Article 8.2 of the By-laws of the Registrant provides that
the Registrant may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he or she is or was an employee or agent of the Registrant or is
serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her to the extent
permitted by the DGCL, and any other applicable law as may be in
effect from time to time.
Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits
the certificate of incorporation of a corporation to provide that
a director shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of his or her
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (dealing with unlawful
dividends or unlawful stock purchases or redemptions), or (iv)
for any transaction from which the director derived an improper
personal benefit.
Article 10 of the Registrant's Certificate of Incorporation
provides that, subject only to the express prohibitions on
elimination or limitation of liability of directors set forth in
Section 102(b)(7), as it now exists or may be hereinafter amend-
ed, directors shall not be liable for monetary damages in excess
of $25,000 per occurrence resulting from a breach of their
fiduciary duties.
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 $10,000,000,
with an additional $5,000,000 excess policy, in the aggregate for
all insured losses per year. The policy contains various report-
ing 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 depository 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
action which results in a final order against the person. The
FDIC recently adopted regulations prohibiting, subject to certain
exceptions, insured depository institutions, their subsidiaries
and affiliated holding companies from indemnifying officers,
directors or employees for any civil money penalty or judgment
resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of
the costs sustained with regard to such an action that results in
a final order or settlement that is adverse to the director,
officer or employee.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registra-
tion statement or incorporated by reference herein.
Exhibit
Number Description
4.1 Certificate of Incorporation of the Registrant, as
amended, previously filed and incorporated by
reference to North Fork Bancorporation, Inc.'s
Registration Statement on Form S-3 (File No. 33-
42294) filed August 16, 1991.
4.2 By-laws of the Registrant, previously filed and
incorporated by reference to North Fork
Bancorporation, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1993.
4.3 Rights Agreement, previously filed and incorporat-
ed by reference to North Fork Bancorporation,
Inc.'s Registration Statement on Form 8-A filed
March 21, 1989.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP.
23.1 Consent of KPMG Peat Marwick LLP, New York, New
York.
23.2 Consent of Paet Marwick LLP, New York, New York.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (see the signature page to this
Form S-8 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 regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the regis-
trant 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 indemnifica-
tion 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
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 31, 1996.
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 their capacities and on December 31, 1996.
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, Chief Executive
------------------------------ Officer and Chairman of
John A. Kanas the Board
/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/ 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.
Director
------------------------------
George H. Rowsom
/s/ Raymond W. Terry Director
------------------------------
Raymond W. Terry, Jr.
/s/ Kurt R. Schmeller Director
------------------------------
Kurt R. Schmeller
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
December 31, 1996
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: North Fork Bancorporation, Inc. Reg-
istration Statement on Form S-8
Gentlemen:
We have acted as special counsel to North Fork
Bancorporation, Inc., a Delaware corporation (the "Compa-
ny"), in connection with the preparation of a Registra-
tion Statement on Form S-8, which is being filed by the
Company with the Securities and Exchange Commission (the
"Commission") on the date hereof (the "Registration
Statement"), relating to the registration and issuance by
the Company of an aggregate of up to 437,518 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 Long-Term Incentive and Capital Accumula-
tion Plan of North Fork Bancorporation, Inc. (the
"Plan").
This opinion is being delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended.
In connection with this opinion, we have exam-
ined originals or copies, certified or otherwise identi-
fied to our satisfaction, of (i) the Registration State-
ment, (ii) the Plan, (iii) the form of certificate to be
used to represent the shares of Common Stock (and the
Rights), (iv) the Certificate of Incorporation and By-
Laws of the Company, as amended to date, (v) resolutions
adopted by the Board of Directors of the Company relating
to, among other things, the Plan, the Registration State-
ment and related matters, (vi) the Rights Agreement,
dated as of February 28, 1989 (the "Rights Agreement"),
between the Company and North Fork Bank, as Rights Agent,
and (vii) such other documents as we have deemed neces-
sary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the genu-
ineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents sub-
mitted 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 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 our firm are admitted to the bar in
the State of New York, and we do not express any opinion
as to the law of any other jurisdiction other than the
General Corporation Law of the State of Delaware and the
laws of the United States of America to the extent spe-
cifically referred to herein.
Based upon and subject to the foregoing, and
assuming the due execution and delivery of certificates
representing the shares of Common Stock (and the Rights)
in the form examined by us, we are of the opinion that (i)
the shares of Common Stock to be issued by the Company pursuant
to the Plan, when issued in accordance with the terms of the
Plan, 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 5.1 to the Registration
Statement. In giving such consent we do not thereby
admit that we are in the category of persons whose con-
sent is required under Section 7 of the Act.
Very truly yours,
(signed) Skadden, Arps, Slate, Meagher & Flom LLP
Consent of Independent Auditors'
The Stockholders and Board of Directors
North Fork Bancorporation, Inc.:
We consent to incorporation by reference in the
Registration Statement on Form S-8 of North Fork
Bancorporation, Inc., filed December 31 1996, of our
report dated January 16, 1996, relating to the
consoldiated 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 stocholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1995. Our
report with respect to these fincancial statements, which
includes an explanatory paragraph related to changes in
accounting principles, appears in the Annual Report on
Form 10-K of North Fork Bancorporation, Inc., for the
fiscal year ended December 31, 1995.
(signed) KPMG Peat Marwick LLP
New York, New York
December 30, 1996
Consent of Independent Auditors'
The Stockholders and Board of Directors
North Side Savings Bank:
We consent to incorporation by reference in the
registration statement on Form S-8 of North Fork
Bancorporation, Inc., filed January 2, 1996, of our
report dated October 18, 1996, relating to the
consolidated statements of condition of North Side
Savings Bank and subsidiaries as of September 30, 1995,
and 1994, and the related consolidated statements of
operations, changes in shareholders' equity, and cash
flows for each of the years in the three-year period
ended September 30, 1995 which is included in the Current
Report on Form 8-K of North Fork Bancorporation, Inc.
which is incorporated in the Form S-8 by reference.
Our report refers to a change in accounting for certain
investment in debt and equity securities.
(signed) KPMG Peat Marwick LLP
New York, New York
December 30, 1996
