Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRUSTCO BANK CORP NY
(Exact Name of Registrant as Specified in Charter)
New York 14-1630287
--------- --------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification No.)
or Organization)
320 State Street, Schenectady, New York 12305 (518) 377-3311
------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1995 TRUSTCO BANK CORP NY STOCK OPTION PLAN
-------------------------------------------
(Full Title of the Plan)
WILLIAM F. TERRY
Secretary
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
---------------------------
(518) 377-3311
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Copies to:
ANGELA F. BRALY, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of Regis-
to be to be Price Per Offering tration
Registered Registered(1) Per Share(2) Price Fee
- ---------- * -------------* ----------*------------ *---------
Common * * * *
Stock, * 1,000,000 * $20.875 * $20,875,000 *$7,198.28
* * * *
($1.00 par * * * *
value) * * * *
=================================================================
(1) The securities registered hereunder include securities
issued pursuant to the terms of the 1995 TrustCo Bank Corp
NY Stock Option Plan that provide for adjustments in the amount
of securities being issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(h) under the Securities Act of
1933, as amended, represents the average of the high and low
reported prices for the Registrant's common stock on June 14,
1995, such being a date within five (5) business days prior to
the date of filing of this Registration Statement.
- ----------------------------------------------------------------
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Information contained in the following documents of TrustCo
Bank Corp NY (the "Company") filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, as filed with the Commission
pursuant to Section 13(a) or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "1934 Act");
(b) All other reports filed by the Company pursuant to
Section 13(a), 14 or 15(d) of the 1934 Act since December
31, 1994;
(c) The description of the Company's common stock
contained in the Company's Registration Statement on
Form S-4 under the Securities Act of 1933, Registration No.
33-40379, and an update of that description contained in the
Company's Current Report on Form 8-K filed on July 9, 1991; and
including any amendment or report filed for purposes of updating
such description.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 14 or 15(d) of the 1934
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification Of Directors And Officers
Sections 721-725 of the New York Business Corporation Law
provide for or permit the indemnification of directors and
officers of the Company under certain circumstances. Generally,
a corporation may indemnify a director or officer of the
corporation against any judgments, fines, amounts
paid in settlement and reasonable expenses, if such director or
officer acted, in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation and, in
criminal actions, had no reasonable cause to believe that his
conduct was unlawful.
Article 11 of the Company's Amended and Restated Certificate
of Incorporation provides that to the fullest extent elimination
or limitation of director liability is permitted by the New York
Business Corporation Law, no directors of the Company shall be
liable to the Company, or its shareholders for any breach of
duty in such capacity.
Article 13, Section 13.2, of the Company's By-Laws
expressly provides that no indemnification may be made to or
on behalf of any director or officer of the Company if a judgment
or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were
the result of an act of deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he
was not entitled.
Pursuant to a policy of directors' and officers' insurance
with total annual limits of $10,000,000,the directors and
officers of the Company are insured, subject to the limits,
exceptions and other terms and conditions of such policy,
against liability for claims made against them for any actual or
alleged error or misstatement or misleading statement or act or
omission or neglect or breach of duty while acting in their
individual or collective capacities as directors or
officers.
Item 8. Exhibits
The following exhibits are submitted herewith or incorporated
by reference herein.
Exhibit
Number Exhibit
------ -----------------------------------------------
4(i)(a) Amended and Restated Certificate of
Incorporation of TrustCo Bank Corp NY is
incorporated by reference herein from TrustCo
Bank Corp NY's Annual Report on Form 10-K for
the year ended December 31, 1993.
4(i)(b) Amended and Restated By-Laws of TrustCo Bank
Corp NY are incorporated by reference herein
from TrustCo Bank Corp NY's Annual Report on
Form 10-K for the year ended December 31, 1994.
8 Opinion of Lewis, Rice & Fingersh, L.C.
23(i) Consent of KPMG Peat Marwick LLP
23(ii) Consent of Lewis, Rice & Fingersh, L.C.
(in opinion re legality)
24 Powers of Attorney
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 the
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 the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the 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 forwarded
to the Commission by the registrant pursuant to Section 13
or Section 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 the 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) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company 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 and County of Schenectady, State of
New York, on June 20, 1995.
TRUSTCO BANK CORP NY
By /s/Robert A. McCormick
-----------------------
Robert A. McCormick
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by or on
behalf of the following persons in the capacities and on the
dates indicated.
Name Title/Position
____ ______________
*
_____________________ President, Chief Executive June 20, 1995
Robert A. McCormick Officer and Director
(Principal Executive Officer)
*
_____________________ Vice President, and June 20, 1995
Robert T. Cushing Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
____________________________ Director June 20, 1995
Barton A. Andreoli
*
____________________________ Director June 20, 1995
Lionel O. Barthold
*
____________________________ Director June 20, 1995
M. Norman Brickman
*
____________________________ Director June 20, 1995
Charles W. Carl, Jr.
*
____________________________ Director June 20, 1995
Nancy A. McNamara
*
____________________________ Director June 20, 1995
Dr. John S. Morris
*
____________________________ Director June 20, 1995
James H. Murphy, D.D.S.
*
____________________________ Director June 20, 1995
Richard J. Murray, Jr.
*
____________________________ Director June 20, 1995
Kenneth C. Petersen
*
____________________________ Director June 20, 1995
William D. Powers
*
____________________________ Director June 20, 1995
William J. Purdy
/s/William F. Terry
____________________________ Director June 20, 1995
William F. Terry
*
____________________________ Director June 20, 1995
Philip J. Thompson
*By:/s/William F. Terry
________________________
William F. Terry
Attorney-in-Fact
TRUSTCO BANK CORP NY
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Exhibits Page*
- -------- -----
(4)(i)(a) Amended and Restated Certificate of N/A
Incorporation of TrustCo Bank Corp NY is
incorporated by reference herein
from TrustCo Bank Corp NY's Annual Report
on Form 10-K for the year ended
December 31, 1993.
(4)(i)(b) Amended and Restated By-Laws of TrustCo N/A
Bank Corp NY are incorporated by reference
herein from TrustCo Bank Corp NY's Annual
Report on Form 10-K for the year ended
December 31, 1994.
(8) Opinion of Lewis, Rice & Fingersh, L.C.
(23)(i) Consent of KPMG Peat Marwick LLP
(23)(ii) Consent of Lewis, Rice & Fingersh, L.C.
(in opinion re legality)
(24) Power of Attorney
- ----------------------
*Only Pages of the manually signed original of the Registration
Statement are numbered sequentially.
Exhibit 8
LEWIS RICE & FINGERSH
A Limited Liability Company
Attorneys at Law
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102-2147
Tel (314) 444-7600
June 19, 1995
The Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Registration on Form S-8 of 1,000,000 Shares of
Common Stock for Issuance Pursuant to the 1995
TrustCo Bank Corp NY Stock Option Plan
Ladies and Gentlemen:
In connection with the registration with the Securities and
Exchange Commission of 1,000,000 shares of common stock, $1.00
par value per share (the "Securities"), of TrustCo Bank Corp NY
(the "Company"), you have requested that we furnish you with
our opinion as to the legality of the issuance of the
Securities inconnection with the 1995 TrustCo Bank Corp NY
Stock Option Plan(the "Plan").
As counsel to the Company, we have participated in the
preparation of the Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Registration
Statement") with respect to the Securities. We have examined
and are familiar with the Company's Articles of Incorporation
and Bylaws, each as amended, records of corporate proceedings,
the Registration Statement, the Plan and such other documents
and records as we have deemed necessary for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the
Securities have been duly and validly authorized and will,
when issued as contemplated in the Plan, be legally issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
LEWIS, RICE & FINGERSH, L.C.
St. Louis, Missouri -- Kansas City, Missouri -- Clayton,
Missouri -- Washington, Missouri -- Belleville, Illinois --
Hays, Kansas -- Leawood, Kansas
Exhibit 23(i)
KPMG Peat Marwick LLP
The Board of Directors
TrustCo Bank Corp NY:
We consent to the incorporation by reference in the Reg-
istration Statement on Form S-8 for the 1995 TrustCo Bank
Corp NY Stock Option Plan of TrustCo Bank Corp NY of our
report dated January 27, 1995, relating to the consolidated
statements of condition of TrustCo Bank Corp NY and
subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1994, which
report appears in the December 31, 1994 Annual Report on
Form 10-K of TrustCo Bank Corp NY. Our report refers to the
adoption of the provisions of Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes," and Statement of Financial Accounting
Standards No.115, "Accounting for Certain Investments in
Debt and Equity Securities."
/s/KPMG Peat Marwick LLP
- -------------------------
Albany, New York
June 20, 1995
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below hereby
appoints Robert A. McCormick and William F. Terry, and each
of them, severally, his true and lawful attorneys and agents
to execute in his name, place and stead (individually and in
any capacity stated below) any Registration Statement or
Statements on Form S-8 under the Securities Act of 1933, as
amended, relating to the issuance of common stock of TrustCo
Bank Corp NY in connection with the 1995 TrustCo Bank Corp NY
Stock Option Plan, any and all amendments relating to such
Registration Statement and any 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 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.
Name Title/Position
____ ______________
/s/Robert A. McCormick
_____________________ President, Chief Executive June 20, 1995
Robert A. McCormick Officer and Director
(Principal Executive Officer)
/s/Robert T. Cushing
_____________________ Vice President, and June 20, 1995
Robert T. Cushing Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Barton A. Andreoli
____________________________ Director June 20, 1995
Barton A. Andreoli
/s/Lionel O. Barthold
____________________________ Director June 20, 1995
Lionel O. Barthold
/s/M. Norman Brickman
____________________________ Director June 20, 1995
M. Norman Brickman
/s/Charles W. Carl, Jr.
____________________________ Director June 20, 1995
Charles W. Carl, Jr.
/s/Nancy A. McNamara
____________________________ Director June 20, 1995
Nancy A. McNamara
/s/Dr. John S. Morris
____________________________ Director June 20, 1995
Dr. John S. Morris
/s/James H. Murphy, D.D.S.
____________________________ Director June 20, 1995
James H. Murphy, D.D.S.
/s/Richard J. Murray, Jr.
____________________________ Director June 20, 1995
Richard J. Murray, Jr.
/s/Kenneth C. Petersen
____________________________ Director June 20, 1995
Kenneth C. Petersen
/s/William D. Powers
____________________________ Director June 20, 1995
William D. Powers
/s/William J. Purdy
____________________________ Director June 20, 1995
William J. Purdy
/s/William F. Terry
____________________________ Director June 20, 1995
William F. Terry
/s/Philip J. Thompson
____________________________ Director June 20, 1995
Philip J. Thompson
