As filed with the Securities and Exchange Commission
on March 19, 1999
Registration No. 333-___________
_________________________________________________________________
UNITED STATES
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 Number)
275 Broad Hollow Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
NORTH FORK BANCORPORATION, INC.
1998 STOCK COMPENSATION PLAN
(Full title of the plan)
John Adam Kanas
Chairman, President and Chief Executive Officer
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)
Please send copies of all correspondence to:
Stinson, Mag & Fizzell, P.C.
100 South Broadway, Suite 700
St. Louis, Missouri 63102
Attention: Thomas B. Kinsock, Esq.
(314) 259-4500
__________________________________________________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
<S> <C> <C> <C> <C>
Common Stock
$2.50 par 1,500,000 $23.00 $34,500,000.00 $9,591.00
value shares
_______________________________________________________________________________
(1) Represents maximum number of shares of Common Stock available for issuance
under the North Fork Bancorporation, Inc. 1998 Stock Compensation Plan.
(2) 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 on the
New York Stock Exchange on March 17, 1999.
_______________________________________________________________________________
</TABLE>
<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 or 15(d) of 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 Securities Exchange Act of
1934, as amended (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 that
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 (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
particular action was in, or not opposed to, the best interests
of the corporation.
Subsection (a) of Section 145 of the DGCL empowers a
corporation 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<PAGE>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),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
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 that his conduct
was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a
corporation 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
reasonably 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
proceeding 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
shareholders.
Article 8.1 of the Bylaws 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 Bylaws 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
attorneys' fees), judgments,<PAGE>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 the same may be amended from time to time,
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 such
person in any such capacity or arising out of such person's
status as such. The insurer's limit of liability under the
policy is $10 million, with an additional $10 million excess
policy, 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 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,
if such payments are on behalf of or in reimbursement of 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 has 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
See Exhibit Index.
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:
<PAGE>
(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
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 the registration statement;
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<PAGE>whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(i) Not Applicable.
(j) Not Applicable.
<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 Melville,
State of New York, on February 23, 1999.
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.
<TABLE>
NAME TITLE DATE
<S> <C> <C>
/s/ John Adam Kanas Chairman, President, Chief February 23, 1999
John Adam Kanas Executive Officer and Director
(Principal Executive Officer)
/s/ Daniel M. Healy Executive Vice President, Chief February 23, 1999
Daniel M. Healy Financial Officer (Principal
Financial and Accounting
Officer)
/s/ John Bohlsen Director February 23, 1999
John Bohlsen
<PAGE>
/s/ Irvin L. Cherashore Director February 23, 1999
Irvin L. Cherashore
/s/ Allan C. Dickerson Director February 23, 1999
Allan C. Dickerson
/s/ Lloyd A. Gerard Director February 23, 1999
Lloyd A. Gerard
____________________________ Director February 23, 1999
Patrick E. Malloy, III
/s/ Thomas M. O'Brien Director February 23, 1999
Thomas M. O'Brien
/s/ James F. Reeve Director February 23, 1999
James F. Reeve
/s/ George H. Rowsom Director February 23, 1999
George H. Rowsom
/s/ Kurt R. Schmeller Director February 23, 1999
Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director February 23, 1999
Raymond W. Terry, Jr.
</TABLE>
FORM S-8
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 North Fork Bancorporation, Inc. 1998 Stock
Compensation Plan.
5.1 Opinion of Stinson, Mag & Fizzell, P.C.
23.1 Consent of KPMG, LLP, independent auditors.
23.2 Consent of Stinson, Mag & Fizzell,
P.C.(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page
of the registration statement).
NORTH FORK BANCORPORATION, INC.
1998 STOCK COMPENSATION 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. 1998 Stock Compensation Plan (the "Plan"),
for employees of the Company and its subsidiaries. The purpose
of this Plan is to encourage those 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 Award Holder. Award Holder shall mean
the Employee or other eligible individual designated to
receive an Award under the Plan or any permitted
transferee of such Award.
(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 be elected by the Board.
(f) COMPANY means North Fork Bancorporation, Inc., a
Delaware corporation.
(g) EMPLOYEE means a salaried employee (including officers
and directors who are also employees) of the Company or
any Subsidiary.
(h) EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended.
<PAGE>
(i) 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 10 of the Plan.
(j) 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.
(k) 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, all Options shall be so-called nonqualified (or
nonstatutory) stock options, not qualifying as
"incentive stock options" under Section 422 of the
Code.
(l) PERIOD OF RESTRICTION means the period during which
Restricted Stock is subject to forfeiture under Section
9 of the Plan.
(m) REPORTING PERSON means a person subject to Section 16
of the Exchange Act.
(n) RESTRICTED STOCK means shares of Stock awarded under
the Plan that are subject to certain risks of
forfeiture during a Period of Restriction, as provided
in Section 9 of the Plan, and which cease to be shares
of Restricted Stock upon expiration of the Period of
Restriction.
(o) RULE 16b-3 means Rule 16b-3 promulgated by the
Securities and Exchange Commission pursuant to the
Exchange Act, or any successor regulation.
(p) STOCK means the Common Stock of the Company.
<PAGE>
(q) SUBSIDIARY means a subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
(r) 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.
(s) 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 any
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 persons receiving Awards or Award Holders (other than
the delegatees) who are not Reporting Persons, notwithstanding
the fact that the delegatees may themselves be persons eligible
to receive Awards under 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 AUTHORIZED FOR AWARDS
The maximum number of shares available for Awards under the
Plan is 1,500,000 shares of Stock, of which a maximum of 500,000
shares may take the form of Restricted Stock, and there is hereby
reserved for issuance under the Plan an aggregate of 1,500,000
shares of Stock, subject in the case of each of the foregoing to
adjustment as provided in Section 10 of the Plan. <PAGE>Shares of
Stock underlying outstanding Options and outstanding shares of
unvested Restricted Stock will be counted against the Plan
maximum while such Options and shares of Restricted Stock are
outstanding. Upon termination of outstanding Options that are
unexercised and upon forfeiture of outstanding shares of
Restricted Stock prior to vesting, the shares of Stock underlying
such Awards shall be returned to the Plan and available for
future grants of Awards thereunder. In addition, if payment of
the Exercise Price of any Option granted under the Plan is
satisfied, upon exercise of such Option, by the Award Holder by
surrender to the Company of shares of Stock previously owned by
the Award Holder (or, in lieu of actual surrender, by a deemed
surrender of such shares), the number of shares of Stock
surrendered or deemed surrendered shall be returned to the Plan
and available for future grants of Awards thereunder.
SECTION 5. RECIPIENTS OF AWARDS
Persons eligible for grants of Awards under the Plan will be
those Employees of the Company or any Subsidiary whose job
performance is likely to be significantly enhanced by the grant
to them of such Awards, 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. In addition, the Committee may grant
Awards to any consultant, advisor or other person providing key
services to the Company or a Subsidiary, but only to the extent
such grant does not prohibit the Company from using a
registration statement on Form S-8, or any successor form, to
register with the Securities and Exchange Commission the shares
of Stock authorized under the Plan. The Committee may, in its
discretion, grant an Award to an individual in connection with
the hiring or retention or potential hiring or retention thereof,
prior to the date the individual becomes an Employee and first
performs services for the Company or any Subsidiary, provided
that such Awards shall not become vested or exercisable prior to
the date established by the Committee, which date shall be no
earlier than 60 days after the date on which the individual first
is employed by or performs services for the Company or a
Subsidiary. No individual may receive under the Plan Awards
relating to more than 1,400,000 shares of Stock in the aggregate.
SECTION 6. TYPES OF AWARDS
The following Awards, and rights thereto, may be granted
under the Plan in any proportion: Options and Restricted Stock,
as further 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
eligible person and, subject to the provisions of the Plan, the
terms and conditions of each Award, which terms and conditions
need not be uniform as among different Awards. 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<PAGE> 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 under the Plan, provided that (i) no such modification or
waiver shall give the holder of any other Award granted under the
Plan any right to a similar modification or waiver, (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 Award Holder shall not be effective unless
and until the Award Holder shall consent thereto in writing.
SECTION 7. AWARD AGREEMENTS
Within ten business days after the grant of an Award, the
Company shall notify the recipient of such grant and shall hand
deliver or mail to the recipient an Award Agreement, duly
executed by and on behalf of the Company, with the request that
the recipient 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 recipient shall fail to
execute and return to the Company the Award Agreement within said
30-day period, the Committee may elect to treat the Award as void
and never granted. If an Award granted under the Plan is
eligible for transfer and the subject of a proposed eligible
transfer, no such transfer shall be or become effective until and
unless the permitted transferee shall have duly executed and
returned to the Company an Award Agreement in a form acceptable
to the Committee.
SECTION 8. STOCK OPTIONS
(a) 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 an Option will be exercisable by the Award
Holder, provided that no 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 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
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,
or such other occurrence as the Committee may specify.
Generally, exercisability of an Option granted to an Employee
also shall be conditioned upon continuity of employment by the
original recipient of the Award with the Company and its
Subsidiaries, provided that, if the Committee so provides upon
grant, exercisability of such an Option may continue for some
designated period of time after termination of employment, within<PAGE>
the following limitations: (i) if employment is terminated other
than due to the death of the original recipient, exercisability
may be extended to not more than one year after termination; and
(ii) if employment is terminated due to the death of the original
recipient, exercisability may be extended to the normal end of
the exercise period. However, in no event may any Option
continue to be exercisable more than ten years after the date of
grant. In addition, no Option granted to an Employee may be
exercisable after Termination for Cause of such Employee. 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 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 Award Holder so elects and the Committee shall have
authorized such form of payment, in whole or in part by surrender
to the Company of shares of Stock owned prior to exercise by the
Award Holder. Any previously-owned shares of 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. In
lieu of the actual surrender of shares of Stock by the Award
Holder to the Company in any such stock-for-stock exercise, the
Award Holder may, with the consent of the Committee, in lieu of
surrendering some number of previously-owned shares of Stock,
affirm to the Company the Award Holder's ownership of such number
of shares, in which event the Company, upon its delivery of the
shares of Stock as to which the Option is being exercised, deduct
from the number of shares otherwise deliverable the number of
shares affirmed but not surrendered by the Award Holder.
Delivery by the Company of shares of Stock upon exercise of an
Option shall be made to the person exercising the Option or the
designee of such person subject to such terms, conditions,
restrictions and contingencies as the Committee may provide in
the Award Agreement. If so provided by the Committee upon grant
of the Option, the shares delivered upon exercise may be subject
to certain restrictions upon subsequent transfer or sale by the
Award Holder.
(d) The Committee may require reasonable advance notice of
exercise of an Option, normally not to exceed three calendar
days, and may condition exercise of an 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. 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 forfeiture by the Award Holder to the Company
if the recipient ceases to be employed by the Company and its
Subsidiaries prior to the lapse of such restrictions. Restricted
Stock normally will not be transferable or assignable during the
Period of Restriction. Restricted Stock may be granted at no
cost to Participants or, if subject to a purchase price, such
price shall<PAGE>not exceed the par value of the Stock and may be
payable by the recipient to the Company in cash or by any other
means, including recognition of past employment, as the Committee
deems appropriate. The Committee may provide upon grant of an
Award of Restricted Stock that any shares of Restricted Stock as
may be purchased by the recipient thereunder and subsequently
forfeited by the recipient prior to expiration of the Period of
Restriction shall be reacquired by the Company at the purchase
price originally paid in cash by the recipient 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 (although not to
forfeiture) after expiration of the Period of Restriction.
(c) The Award Holder of Restricted Stock shall be entitled
to all dividends declared and paid on Stock generally with
respect to all shares of Restricted Stock held thereby, from and
after the date of grant of such Award, or from and after such
later date or dates as may be specified by the Committee in the
Award, and the Award Holder shall not be required to return any
such dividends to the Company in the event of forfeiture of the
Restricted Stock.
(d) The Award Holder of Restricted Stock shall be entitled
to vote all shares of Restricted Stock held thereby from and
after the date of grant of such Award, or from and after such
later date or dates 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 such shares,
certificates representing such shall be delivered to the Award
Holder or the permitted transferee, assignee or beneficiary
thereof.
SECTION 10. 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 any individual
under the Plan 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
Award Holder 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.
<PAGE>
(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 11. TRANSFERS OF AWARDS
Subject to any overriding restrictions and conditions as may
be established from time to time by the Board of Directors, the
Committee may determine that any Award granted under the Plan may
be transferable, in the case of an Option, prior to exercise
thereof, and in the case of Restricted Stock, prior to expiration
of the Period of Restriction therefor, under such terms and
conditions as the Committee may specify. Unless the Committee
shall specifically determine that an Award is thus transferable
by the original recipient thereof, each Award granted under the
Plan shall not be transferable by the original recipient thereof,
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during the recipient's lifetime, only
by the recipient. In the event of the death of an Award Holder
holding an unexercised Option, exercise of the Option may be made
only by the executor or administrator of the estate of the Award
Holder or the person or persons to whom the deceased Award
Holder'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 Award Holder 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 Award Holder 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 12. 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 Award Holder
on such Taxable Event by a number of shares of Stock 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.
<PAGE>
SECTION 13. NO RIGHT TO EMPLOYMENT
An Employee'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 recipient of an Award under the Plan.
SECTION 14. 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
Committee or the Board of this Plan. The Committee or the Board
may amend the Plan from time to time or terminate the Plan at any
time. By mutual agreement between the Company and an Award
Holder, one or more Awards may be granted to such Award Holder in
substitution and exchange for, and in cancellation of, any
certain Awards previously granted such Award Holder 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 an Award Holder, 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 15. MISCELLANEOUS PROVISIONS
(a) NAMING OF BENEFICIARIES. In connection with an Award,
an Award Holder may name one or more beneficiaries to receive the
Award Holder's benefits, to the extent permissible pursuant to
the various provisions of the Plan, in the event of the death of
the Award Holder.
(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.
(d) APPROVAL BY THE BOARD AND THE COMMITTEE. The Plan, in
order to become effective, must be approved by the Board or the
Committee. Any Award granted under this Plan and any Award
Agreement executed pursuant thereto prior to the submission of
this Plan to the<PAGE>Board or the Committee for approval shall be
void and of no effect if this Plan is not approved as provided
above.
EXHIBIT 5.1
[LETTERHEAD OF STINSON, MAG & FIZZELL]
March 19, 1999
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: Registration Statement on Form S-8
1998 Non-Officer 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 1.5 million shares of common stock of the Company,
par value $2.50 per share (the "Shares"), that may be offered and
sold through the North Fork Bancorporation, Inc. 1998 Stock
Compensation 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 Bylaws, as amended, 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, we are 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. All originally issued Shares, issued under the Plan, if
any, if issued in accordance with the Plan, will be validly
issued and outstanding and will be fully paid and nonassessable.
<PAGE>
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 offer and
sale of the Shares pursuant to the Plan.
Very truly yours,
/s/ Stinson, Mag & Fizzell, P.C.
STINSON, MAG & FIZZELL, P.C.
[LETTERHEAD OF KPMG, LLP]
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Stockholders and Board of Directors
North Fork Bancorporation, Inc.:
We consent to the use of our report, dated January 15, 1998,
incorporated by reference in the Registration Statement on Form
S-8 of North Fork Bancorporation, Inc., relating to our audit of
the consolidated balance sheets of North Fork Bancorporation,
Inc. and subsidiaries as of December 31, 1997 and 1996, 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, 1997.
/s/ KPMG LLP
New York, New York
March 19, 1999
