<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000
REGISTRATION NO. 333- 40640
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
M&T BANK CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0968385
------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE M&T PLAZA
BUFFALO, NEW YORK 14203
--------------------------------------------------------------------------------
(Address, including zip code, of principal executive offices)
KEYSTONE FINANCIAL, INC. 1997 STOCK INCENTIVE PLAN
KEYSTONE FINANCIAL, INC. 1992 STOCK INCENTIVE PLAN
KEYSTONE FINANCIAL, INC. 1988 STOCK INCENTIVE PLAN
KEYSTONE FINANCIAL, INC. 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
KEYSTONE FINANCIAL, INC. 1990 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
FINANCIAL TRUST CORP STOCK OPTION PLAN OF 1992
FINANCIAL TRUST CORP NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF 1994
AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT WITH DONALD E. STONE
ELMWOOD BANCORP, INC. KEY EMPLOYEE STOCK COMPENSATION PROGRAM
--------------------------------------------------------------------------------
(Full title of the plans)
RICHARD A. LAMMERT, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
M&T BANK CORPORATION
ONE M&T PLAZA
BUFFALO, NEW YORK 14203
--------------------------------------------------------------------------------
(Name and address of agent for service)
(716) 842-5390
--------------------------------------------------------------------------------
(telephone number, including area code, of agent for service)
COPY TO:
STEVEN KAPLAN, ESQ.
ARNOLD & PORTER
555 12TH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 942-5998
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by M&T Bank Corporation (File No.
1-9861) ("M&T") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) M&T's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) M&T's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000.
(c) M&T's Current Report on Form 8-K dated as of March 1,
2000.
(d) M&T's Current Report on Form 8-K dated as of May 16, 2000.
(e) M&T's Current Report on Form 8-K dated as of July 9, 2000.
(f) M&T's Current Report on Form 8-K dated as of October 6,
2000.
(g) The description of the common stock of M&T ("M&T Common
Stock"), contained in a registration statement on Form 8-A
filed by M&T on May 20, 1998, and any amendments or
reports filed for the purpose of updating such
description.
All documents filed by M&T after the date of this Post-Effective
Amendment No. 1 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
M&T Common Stock offered hereby has been sold or which deregisters such M&T
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Post-Effective Amendment No. 1 by reference and shall be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Post-Effective
Amendment No. 1 shall be deemed to be modified or superseded for purposes of
this Post-Effective Amendment No. 1 to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference in this Post-Effective Amendment No. 1 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or so superseded, to constitute a part of
this Post-Effective Amendment No. 1.
II-1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of M&T incorporated in this
Registration Statement by reference to M&T's Annual Report on Form 10-K for the
year ended December 31, 1999, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as outlined in their report thereon incorporated in
this document by reference. Such consolidated financial statements are
incorporated in this document by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
Keystone's audited consolidated financial statements for the year
ended December 31, 1999, included in Keystone's Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated in this Registration Statement
by reference to M&T's Current Report on Form 8-K dated as of October 6, 2000,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon and incorporated in this document by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so audited and consent to incorporation by
reference is given, will be incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
Richard A. Lammert, Esq., Senior Vice President and General Counsel
of M&T, has delivered a legal opinion to the effect that the issuance and sale
of the M&T common stock offered hereby was duly authorized by M&T and that such
M&T common stock will be validly issued, fully paid and nonassessable when
issued upon the exercise of options. As of November 9, 2000, Mr. Lammert was the
beneficial owner of 61,340 shares of M&T common stock and held options granted
under the M&T Bank Corporation 1983 Stock Option Plan covering 125,000 shares of
M&T common stock, 90,000 of which are currently exercisable.
II-2
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 and 722 of the New York Business Corporation Law
("NYBCL") provide for indemnification of directors and officers. Section 721 of
New York law provides that the statutory provisions under New York law are not
exclusive of any other rights to which a director or officer seeking
indemnification would be entitled.
Section 722 of the NYBCL provides that a corporation may indemnify a
director or officer of the corporation who is made a party, or threatened to be
made a party, in a civil or criminal proceeding arising out of activities
undertaken at the request of the corporation (including action on behalf of
another corporation, partnership, joint venture, trust, employee benefit plan or
other business enterprise) against judgments, fines, amounts paid in settlement
and reasonable expenses, if the director or officer acted in good faith for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation, partnership, joint venture, trust, employee benefit plan
or other business enterprise, not opposed to, the best interests of the
corporation. To be indemnified with respect to criminal proceedings, the
director or officer must also have had no reasonable cause to believe that his
or her conduct was unlawful. In the case of a claim by or in the right of the
corporation (including stockholder derivative suits), there is no
indemnification under New York law for threatened actions or a pending action
otherwise settled or disposed of, and no indemnification of expenses is
permitted, if the director or officer is adjudged liable to the corporation
unless and only to the extent a court determines that, despite such adjudication
but in view of all the circumstances, such indemnification is nonetheless
proper.
The certificate of incorporation of M&T provides that M&T will
indemnify to the maximum extent permissible under New York law its officers and
directors for liability arising out of their actions in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-9 of this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
have been previously filed, are filed herewith or are incorporated herein by
reference to other filings.
ITEM 9. UNDERTAKINGS.
M&T hereby undertakes:
II-3
<PAGE> 5
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended;
(b) 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. Notwithstanding
the foregoing, any increase or decrease in
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% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement;
(c) 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 the undertakings set forth in
paragraphs 1(a) and 1(b) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by M&T pursuant to Section 13 or 15(d) of
the Exchange Act, which are incorporated by reference in
this registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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.
II-4
<PAGE> 6
4. That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of M&T's
annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act of 1934, as amended, 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.
5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted
to directors, officers and controlling persons of M&T
pursuant to the foregoing provisions, or otherwise, M&T
has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by M&T of expenses
incurred or paid by a director, officer or controlling
person of M&T 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, M&T 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 and will
be governed by the final adjudication of such issue.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, M&T
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 Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Buffalo, State of New York, on November 13, 2000.
M&T BANK CORPORATION
By: /s/ Michael P. Pinto
------------------------------
Michael P. Pinto
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated on November
13, 2000:
<TABLE>
<CAPTION>
Signature Title
<S> <C>
* Chairman of the Board, President and Chief
--------------------------------- Executive Officer (Principal Executive Officer)
Robert G. Wilmers
* Executive Vice President and Chief Financial
--------------------------------- Officer (Principal Financial Officer)
Michael P. Pinto
* Senior Vice President and Controller (Principal
--------------------------------- Accounting Officer)
Michael R. Spychala
* Director
---------------------------------
William F. Allyn
* Director
---------------------------------
Brent D. Baird
* Director
---------------------------------
John H. Benisch
</TABLE>
II-6
<PAGE> 8
<TABLE>
<S> <C>
* Director
---------------------------------
Robert J. Bennett
* Director
---------------------------------
C. Angela Bontempo
* Director
---------------------------------
Robert T. Brady
* Director
---------------------------------
Patrick J. Callan
Vice Chairman of the Board
---------------------------------
Carl L. Campbell
* Director
---------------------------------
R. Carlos Carballada
Director
---------------------------------
Donald Devorris
* Director
---------------------------------
Richard E. Garman
* Director
---------------------------------
James V. Glynn
Director
---------------------------------
Daniel R. Hawbaker
* Director
---------------------------------
Patrick W.E. Hodgson
* Director
---------------------------------
Samuel T. Hubbard, Jr.
Director
---------------------------------
Richard G King
* Director
---------------------------------
Reginald B. Newman, II
* Director
---------------------------------
Peter J. O'Donnell, Jr.
* Director
---------------------------------
Jorge G. Pereira
</TABLE>
II-7
<PAGE> 9
<TABLE>
<S> <C> <C>
* Director
---------------------------------
Robert E. Sadler, Jr.
Director
---------------------------------
Stephen G. Sheetz
* Director
---------------------------------
John L. Vensel
* Director
---------------------------------
Herbert L. Washington
* By /s/ Richard A. Lammert November 13, 2000
------------------------
(Attorney-in-fact)
</TABLE>
II-8
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit 4.1 Keystone Financial, Inc. 1997 Stock Incentive Plan, as
amended November 19, 1998, incorporated by reference to
Exhibit 10.16 of Form 10-K of Keystone Financial, Inc.,
for the year ended December 31, 1998.
Exhibit 4.2 Keystone Financial, Inc. 1992 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.10 of Form
10-K of Keystone Financial, Inc., for the year ended
December 31, 1997.
Exhibit 4.3 Keystone Financial, Inc. 1988 Stock Incentive Plan,
incorporated by reference to Exhibit 10.2 of Form 10-K of
Keystone Financial, Inc., for the year ended December 31,
1998.
Exhibit 4.4 Keystone Financial, Inc. 1995 Non-Employee Directors'
Stock Option Plan, incorporated by reference to Exhibit B
of the Proxy Statement of Keystone Financial, Inc., dated
April 7, 1995 (SEC File No.000-11460).
Exhibit 4.5 Keystone Financial, Inc. 1990 Non-Employee Directors'
Stock Option Plan, as amended, incorporated by reference
to Exhibit 10.9 of Form 10-K of Keystone Financial, Inc.
for the year ended December 31, 1998
Exhibit 4.6 Financial Trust Corp Stock Option Plan of 1992,
incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form S-8 of Financial Trust
Corp, dated January 25, 1993 (SEC File No. 33-57494).
Exhibit 4.7 Financial Trust Corp Non-Employee Director Stock Option
Plan of 1994, incorporated by reference to Exhibit 4.1 of
the Registration Statement on Form S-8 of Financial Trust
Corp, dated March 26, 1996.
Exhibit 4.8 Amended and Restated Nonqualified Stock Option Agreement
with Donald E. Stone, incorporated by reference to Exhibit
28 to Form 8-K of WM Bancorp, dated December 12, 1991 (SEC
File No. 33-0889).
Exhibit 4.9 Elmwood Bancorp, Inc. Key Employee Stock Compensation
Program, incorporated by reference to Exhibit 10.1 of the
Registration Statement on Form S-4 of Elmwood Bancorp,
Inc., dated February 24, 1992 (SEC File No 33-45761).
Exhibit 5 Opinion of Richard A. Lammert, Esq., filed herewith.
</TABLE>
II-9
<PAGE> 11
<TABLE>
<S> <C>
Exhibit 23.1 Consent of Richard A. Lammert, Esq., included in the
opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP, filed herewith.
Exhibit 23.3 Consent of Ernst & Young LLP, filed herewith.
Exhibit 24 Powers of Attorney of certain directors and officers of
M&T, previously filed as Exhibit 24 to the Registration
Statement on Form S-4 (File No. 333-40640) by M&T Bank
Corporation on June 30, 2000.
</TABLE>
II-10
