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As filed with=ission on June 5, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S.B. HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3197969
(State of (IRS Employer Identification No.)
Incorporation)
100 Dutch Hill Road
Orangeburg, New York 10962
(Address, including zip code, of principal executive offices)
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U.S.B. HOLDING CO., INC.
1998 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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Steven T. Sabatini
Senior Executive Vice President
and Chief Financial Officer
100 Dutch Hill Road
Orangeburg, New York 10962
(Name and address of agent for service)
(914) 365-4600
(Telephone number, including area code, of agent for service)
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Copy to:
Edwin T. Markham, Esq.
Parson & Brown LLP
666 Third Avenue
New York, New York 10017
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 per share
par value 400,000 $20.72(1) $8,288,000 $2,445
</TABLE>
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
proposed maximum offering price per share and the registration fee relating
to these shares of Common Stock being registered have been based on the
average of the high and low prices of the Common Stock as reported on the
American Stock Exchange on June 3, 1998.
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U.S.B. HOLDING CO., INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by U.S.B. Holding Co., Inc., the registrant, are incorporated
as of their respective dates in this Registration Statement by reference:
A. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
B. All other reports filed by the registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31,
1997.
C. Description of the registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on March
17, 1997, which incorporates by reference the description contained in
Post-Effective Amendment No.1, filed on August 2, 1994, to the
registrant's Registration Statement on Form S-3 (No. 33-72788), filed
on December 10, 1993.
All documents filed by the registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 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 are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be 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 herein or in any other subsequently filed document which
also is or is deemed to be 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
II-1
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Item 6. Indemnification of Directors and Officers.
The registrant's Certificate of Incorporation (the "Certificate") provides
that, to the full extent permitted by the General Corporation Law of the State
of Delaware (the "DGCL"), no member of the Board of Directors of the registrant
will be personally liable to the registrant or its stockholders for or with
respect to any acts or omissions in the performance of his or her duties as a
member of the Board of Directors of the registrant other than liability (i) for
any breach of the director's duty of loyalty to the registrant 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, or (iv) for any transaction from which the director derived an
improper personal benefit.
The By-laws of the registrant (the "By-laws") provide that the registrant
will indemnify any person who has been made a party to, or has been threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
all appeals, by reason of the fact that he is or was a director, officer or
employee of the registrant, or is or was serving at the request of the
registrant as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
permitted by statute.
The By-laws further provide that expenses incurred by any director, officer
or employee in defending a civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the registrant as so authorized in the
By-laws. Such expenses incurred by other agents may be so paid upon terms and
conditions, if any, as the Board of Directors deems appropriate.
The By-laws also provide that the indemnification and advancement of
expenses provided by or granted pursuant to the By-laws shall not be deemed
exclusive of nor in any way limit any other rights to which those persons
seeking indemnification or advancement of expenses may be or may become entitled
as a matter of law, by the Certificate, the By-laws, agreement, insurance, vote
of directors or stockholders or otherwise.
The directors and officers of the registrant are insured against certain
liabilities, including certain liabilities under the Securities Act of 1933,
pursuant to the directors' and officers' liability insurance policy of the
registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
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Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent auditors.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
99.1 1998 Director Stock Option Plan. (1)
</TABLE>
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(1) Incorporated by reference to the registrant's Proxy Statement for the 1998
Annual Meeting of Shareholders.
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, represents 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) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
II-3
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(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 herein, 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Orangeburg, State of New York, on this 5th day of
June, 1998.
U.S.B. HOLDING CO., INC.
By: /s/ Thomas E. Hales
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Thomas E. Hales
Chairman of the Board, President
and Chief Executive Officer
II-5
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Thomas E. Hales, Raymond J. Crotty, and Steven T. Sabatini and each acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments or supplements hereto
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 5, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Thomas E. Hales Chairman, President, Chief Executive Officer
- --------------------------------- and Director (principal executive officer)
Thomas E. Hales
/s/ Steven T. Sabatini Senior Executive Vice President and Chief
- --------------------------------- Financial Officer (principal financial
Steven T. Sabatini officer and principal accounting officer)
/s/ Raymond J. Crotty Director
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Raymond J. Crotty
/s/ Howard V. Ruderman Director
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Howard V. Ruderman
/s/ Fred F. Graziano Director
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Fred F. Graziano
/s/ Kenneth J. Torsoe Director
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Kenneth J. Torsoe
/s/ Michael H. Fury Director
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Michael H. Fury
/s/ Herbert Peckman Director
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Herbert Peckman
</TABLE>
II-6
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[LETTERHEAD OF PARSON & BROWN LLP]
June 5, 1998
U.S.B. Holding Co., Inc.
100 Dutch Hill Road
Orangeburg, New York 10962
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by U.S.B. Holding Co., Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on or about June 5,
1998, in connection with the registration under the Securities Act of 1933, as
amended, of 400,000 shares of your Common Stock (the "Shares"), which are
reserved for issuance pursuant to the 1998 Director Stock Option Plan (the
"Plan"). As your legal counsel in connection with this transaction, we have
examined the proceedings taken or proposed to be taken by you in connection with
the issuance, sale and payment of consideration for the Shares to be issued
under the Plan.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken by the Company prior to the issuance and sale of the
Shares pursuant to the Plan, the Shares, when issued and sold in the manner
referred to in the Plan, will be legally and validly issued, fully paid and
nonassessable.
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U.S.B. Holding Co., Inc. -2- June 5, 1998
We consent to the use of this opinion as an exhibit to the Registration
Statement and any subsequent amendment thereto.
Very truly yours,
PARSON & BROWN LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of U.S.B. Holding Co., Inc. (the "Company") on Form S-8 of our report dated
January 28, 1998 (March 6, 1998 as to Note 19 related to a merger agreement)
incorporated by reference in the Company's 1997 Annual Report on Form 10-K
and appearing in the Company's 1997 Annual Report to Shareholders.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
June 5, 1998
