As filed with the Securities and Exchange Commission on
June 16, 2000
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.
1999 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)
(631) 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 Fourth Street, Suite 700
St. Louis, Missouri 63102
Attention: Thomas B. Kinsock, Esq.
(314) 259-4500
________________________________________________________________
________________________________________________________________
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE (3)
Common Stock 5,000,000 $15.88 $79,400,000 $20,961.60
$.01 par value shares
(1) Represents maximum number of shares of Common Stock available for
issuance under the North Fork Bancorporation, Inc. 1999 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 June 15, 2000.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act of 1933 as follows 0.0264% of $79,400,000, the
Proposed Maximum Aggregate Offering Price of the shares of stock
registered hereby.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with the provisions
of Rule 428 under the Securities Act of 1933 and the introductory
note to Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the
participants in the plan covered by this registration statement
as required by Rule 428(b).
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 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<PAGE> 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, 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<PAGE> 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:
(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.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c)-(g) Not Applicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
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 May 23, 2000.
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.
NAME TITLE DATE
Chairman,
/s/ John Adam Kanas President, May 23, 2000
John Adam Kanas Chief Executive
Officer and
Director
(Principal
Executive
Officer)
Executive Vice
President,
/s/ Daniel M. Healy Chief Financial May 23, 2000
Daniel M. Healy Officer and
Director
(Principal
Financial and
Accounting
Officer)
/s/ Park T. Adikes Director May 23, 2000
Park T. Adikes
/s/ John Bohlsen Director May 23, 2000
John Bohlsen
<PAGE>
/s/ Irvin L. Cherashore Director May 23, 2000
Irvin L. Cherashore
/s/ Allan C. Dickerson Director May 23, 2000
Allan C. Dickerson
/s/ Lloyd A. Gerard Director May 23, 2000
Lloyd A. Gerard
/s/ Patrick E. Malloy, III Director May 23, 2000
Patrick E. Malloy, III
/s/ Raymond A. Nielson Director May 23, 2000
Raymond A. Nielson
/s/ James F. Reeve Director May 23, 2000
James F. Reeve
/s/ George H. Rowsom Director May 23, 2000
George H. Rowsom
/s/ Kurt R. Schmeller Director May 23, 2000
Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director May 23, 2000
Raymond W. Terry, Jr.
<PAGE>
FORM S-8
NORTH FORK BANCORPORATION, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 North Fork Bancorporation, Inc. 1999 Stock
Compensation Plan.
5.1 Opinion of Stinson, Mag & Fizzell, P.C.
23.1 Consent of KPMG, LLP, independent auditors.
23.2 Consent of KPMG, LLP, independent auditors.
23.3 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).
<PAGE>
