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As filed with the Securities and Exchange
Commission on October 4, 2000
Registration No. 333-16077
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
M&T BANK CORPORATION
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(Exact name of registrant as specified in its charter)
New York 16-0968385
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One M&T Plaza, Buffalo, New York 14203
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(Address of Principal Executive Offices) (Zip Code)
M&T Bank Corporation
Retirement Savings Plan and Trust
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(Full title of the Plan)
Richard A. Lammert, Esquire
Senior Vice President and General Counsel
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
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(Name and address of agent for service)
(716) 842-5390
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(Telephone number, including area code, of agent for service)
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- 2 -
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
202-942-5998
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To To be Price Offering Registration
Be Registered Registered Per Share (3) Price (3) Fee (3)
Common Stock 1,000,000 N/A N/A N/A
$.50 Par Value shares (1) (2)
(1) Includes 100,000 shares of Common Stock originally registered pursuant to
the Company's Registration Statement on Form S-8 (File No. 333-16077) as filed
with the Securities and Exchange Commission on November 13, 1996, and 900,000
shares of Common Stock hereby registered pursuant to Rule 416(b) under the
Securities Act of 1933, as amended, in connection with the Registrant's
ten-for-one stock split declared on September 19, 2000.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of securities registered on this Registration Statement will be
increased as a result of future stock splits, stock dividends or similar
transactions that occur prior to the distribution of the securities covered by
this registration statement.
(3) The registration fee was paid and the information relating to its
calculation was previously provided with the Company's Registration Statement on
Form S-8 (File No. 333-16077) as filed with the Securities and Exchange
Commission on November 13, 1996.
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EXPLANTORY NOTE AND INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 1 to Registration Statement 333-16077
(the "Registration Statement") of M&T Bank Corporation, formerly First Empire
State Corporation, a New York Corporation (the "Company") is filed by the
Company pursuant to Rule 416(b) under the Securities Act of 1933, as amended, to
reflect the increase in the number of shares, and the reduction in par value
from $5.00 to $.50 per share, of the Company's Common Stock registered under the
Registration Statement as a result of a ten-for-one stock split declared on
September 19, 2000, payable on October 5, 2000 to stockholders of record on
September 29, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Buffalo, State of New York, on October 3, 2000.
M&T BANK CORPORATION
By: /s/ Michael P. Pinto
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Michael P. Pinto
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 3, 2000.
Signature Title
*
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Robert G. Wilmers Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
*/s/ Michael P. Pinto
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Michael P. Pinto Executive Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
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*
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Brent D. Baird Director
*
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John H. Benisch Director
*
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C. Angela Bontempo Director
*
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Robert T. Brady Director
*
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Patrick J. Callan Director
*
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Richard E. Garman Director
*
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James V. Glynn Director
*
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Patrick W.E. Hodgson Director
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*
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Jorge G. Pereira Director
*
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Samuel T. Hubbard, Jr. Director
*
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Herbert L. Washington Director
*By /s/ Timothy G. McEvoy
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Timothy G. McEvoy
(Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the Committee which
administers the M&T Bank Corporation Retirement Savings Plan and Trust has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buffalo, State of New
York on October 2, 2000.
/s/ Robert E. Sadler, Jr.
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Robert E. Sadler, Jr.
/s/ Ray E. Logan
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Ray E. Logan
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/s/ Michael P. Pinto
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Michael P. Pinto
/s/ Mark J. Czarnecki
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Mark J. Czarnecki
/s/James L. Hoffman
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James L. Hoffman
