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Registration No. 333-_______
Filed October 1, 1998
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.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 36-3197969
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(State of incorporation) (IRS Employer Identification No.)
100 Dutch Hill Road
Orangeburg, New York 10962
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(Address of principal executive offices, including zip code)
Options to purchase Common Stock of the Registrant issued by the Registrant
pursuant to an Agreement and Plan of Merger, dated as of March 6, 1998,
between the Registrant and Tappan Zee Financial, Inc. ("Tappan Zee"), upon
conversion of outstanding options to purchase Common Stock of Tappan Zee
issued by Tappan Zee under its 1996 Stock Option Plan for Officers and
Employees and its 1996 Stock Option Plan for Outside Directors
______________________________________________________________________________
(Full Titles of the Plans)
Thomas E. Hales Copies to:
Chairman, President and Daniel P. Weitzel, Esq.
Chief Executive Officer Fiorello J. Vicencio, Jr., Esq.
U.S.B. Holding Co., Inc. Elias, Matz, Tiernan & Herrick L.L.P.
100 Dutch Hill Road 734 15th Street, N.W.
Orangeburg, New York 10962 Washington, D.C. 20005
(914) 365-4600
- ------------------------------------- (202) 347-0300
(Name, address and telephone number of
agent for service)
Page 1 of 13 pages
Index to Exhibits is located on page 10.
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Per Share(3) Offering Price Fee
Registered
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Common Stock,
par value $.01 136,080(2) $10.38 $1,412,510.40 $420
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, par value $.01 per
share ("Common Stock"), of U.S.B. Holding Co., Inc. (the "Company" or
"Registrant") registered hereby as a result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
(2) Represents the number of shares of Common Stock of the Company reserved
for issuance as a result of the conversion of options to purchase common
stock of Tappan Zee Financial, Inc. ("Tappan Zee") into options to purchase
Common Stock of the Company pursuant to an Agreement and Plan of Merger,
dated as of March 6, 1998, between the Company and Tappan Zee.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise price for
the options, as converted, to purchase shares of Common Stock.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
__________________________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) All reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the fiscal year covered by the Form 10-K referred to in
clause (a) above.
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A (File No.
1-12811) filed on March 17, 1997.
(d) All documents filed by the Company pursuant to Sections 13
(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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.
Any statement contained in this Registration Statement, or 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.
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Item 4. Description of Securities.
Not applicable because the Common Stock is registered under Section 12 of
the Exchange Act.
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 sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability that they may incur in their
capacity as such.
Furthermore, Article 8 of the Registrant's Bylaws provide as follows:
"8.1 Indemnification of Officers and Directors. The Corporation shall
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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, by reason of the
fact that he is or was a director or an officer of the Corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth
in and permitted by the General Corporation Law, and any other applicable
law, as from time to time in effect. Such right of indemnification shall not
be deemed exclusive of any other rights to which such director or officer may
be entitled apart from the foregoing provisions. The foregoing provisions of
this Section 8.1 shall be deemed to be a contract between the Corporation and
each director and officer who serves in such capacity at any time while this
Article 8 and the relevant provisions of the General Corporation Law and other
applicable law, if any, are in effect and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts if he acted in good faith
and in a matter 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 his conduct was unlawful,
provided that the Corporation shall not be liable for any amounts which may
be due to any person in connection with a settlement of any action, suit or
proceeding effected without its prior written consent or any action, suit or
proceeding initiated by any person seeking indemnification hereunder without
its prior written consent. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which 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, that such person had reasonable cause
to believe that his conduct was unlawful.
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8.2 Indemnification of Other Persons. The Corporation may indemnify any
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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 by reason of the fact that he is or
was a director, officer, employee, or agent of the Corporation, or is or was
an 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, 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 in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Law, and any other applicable law, as
from time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights to which any such person may be entitled
apart from the foregoing provisions.
8.3 Insurance. The Corporation shall have power to purchase and maintain
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insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, 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 or would be required to indemnify him against such liability
under the provisions of Sections 8.1 and 8.3 of the Bylaws or under Section
145 of the General Corporation Law or any other provision of law."
Article 9 of the Registrant's Certificate of Incorporation provides as
follows:
"9. Limitation of Director's Personal Liability. A director of the
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Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of 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 Delaware General Corporation Law, as the same
exists or hereafter may be amended, or (iv) for any transaction from which
the director derived an improper personal benefit. This Article shall not
eliminate or limit the liability of a director for or with respect to any act
or omission occurring prior to the effective date of the Amendment adding
this Article to the Certificate of Incorporation. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability provided herein,
shall be limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of
the Corporation existing at the time of such repeal or modification."
Item 7. Exemption from Registration Claimed.
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
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Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit Page
-- ------- ----
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. E-1
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. -
(contained in the opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche L.L.P. E-2
24 Power of attorney for any subsequent amendments -
(located in the signature pages of this
Registration Statement).
99.1 Tappan Zee Financial, Inc. 1996 Stock Option Plan (2)
for Officers and Employees
99.2 Tappan Zee Financial, Inc. 1996 Stock Option Plan for (2)
Outside Directors
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(1) Incorporated by reference from the Company's Registration
Statement on Form S-3, as amended, File No. 33-72788.
(2) Incorporated by reference from the Registration Statement on Form
S-8 filed by Tappan Zee Financial, Inc. with the Commission on
July 11, 1997 (Commission File No. 333-31123).
Item 9. Undertakings.
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
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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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act 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.
4. That, for the 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 Exchange Act 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.
5. 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
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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.
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SIGNATURES
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 Orangeburg, State of New York, on this 30th day of
September 1998.
U.S.B. HOLDING CO., INC.
By:/s/ Thomas E. Hales
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Thomas E. Hales, Chairman, President
and Chief Executive Officer
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. Each person whose signature appears
below hereby makes, constitutes and appoints Thomas E. Hales his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to
any and all amendments.
/s/Thomas E. Hales Date: September 30, 1998
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Thomas E. Hales
Chairman of the Board, President, Chief
Executive Officer and Director
(principal executive officer)
Date: September__, 1998
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Howard V. Ruderman
Director
/s/Fred F. Graziano Date: September 30, 1998
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Fred F. Graziano, M.D.
Treasurer and Director
Date: September __, 1998
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Kenneth J. Torsoe
Director
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/s/Michael H. Fury Date: September 30, 1998
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Michael H. Fury, Esq.
Secretary and Director
/s/Herbert Peckman Date: September 30, 1998
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Herbert Peckman
Director
/s/Raymond J. Crotty Date: September 30, 1998
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Raymond J. Crotty
Senior Executive Vice President, Chief
Credit Officer, Assistant Secretary and
Director
/s/Steven T. Sabatini Date: September 30, 1998
- -----------------------------------
Steven T. Sabatini
Senior Executive Vice President, Chief
Financial Officer, and Assistant Secretary
(principal financial and accounting officer)
Date: September __, 1998
- -----------------------------------
Kevin J. Plunkett
Director
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Exhibit Index
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit Page
--- ------- ----
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. E-1
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. -
(contained in the opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche L.L.P. E-2
24 Power of attorney for any subsequent amendments -
(located in the signature pages of this
Registration Statement).
99.1 Tappan Zee Financial, Inc. 1996 Stock Option Plan (2)
for Officers and Employees
99.2 Tappan Zee Financial, Inc. 1996 Stock Option Plan (2)
for Outside Directors
----------------
(1) Incorporated by reference from the Company's
Registration Statement on Form S-3, as amended, File
No. 33-72788.
(2) Incorporated by reference from the Registration
Statement on Form S-8 filed by Tappan Zee Financial,
Inc. with the Commission on July 11, 1997 (Commission
File No. 333-31123).
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EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
October 1, 1998
Board of Directors
U.S.B. Holding Co., Inc.
100 Dutch Hill Road
Orangeburg, New York 10962
Re: Registration Statement on Form S-8
136,080 Shares of Common Stock
Gentlemen:
We have acted as special counsel to U.S.B. Holding Co., Inc., a Delaware
corporation and registered bank holding company (the "Corporation"), in
connection with the preparation and filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement"), relating
to the registration of up to 136,080 shares of common stock, par value $.01
per share ("Common Stock"), to be issued upon exercise of options previously
granted by Tappan Zee Financial, Inc. ("Tappan Zee") pursuant to its 1996
Stock Option Plan for Officers and Employees and its 1996 Stock Option Plan
for Outside Directors (together, the "Plans"), and converted into options to
purchase Common Stock of the Corporation (the "Options") upon the acquisition
of Tappan Zee by the Corporation on August 31, 1998 pursuant to an Agreement and
Plan of Merger, dated as of March 6,1998, between the Corporation and Tappan
Zee (the "Agreement"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary to adjust
the number of shares registered thereby for issuance as the result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock.
We have been requested to furnish an opinion to be included as an exhibit to
the Registration Statement.
In this regard, we have reviewed the Registration Statement and
Prospectuses for the Plans, the Certificate of Incorporation and Bylaws of
the Corporation, the Plans, the Agreement, a specimen stock certificate
evidencing the Common Stock of the Corporation and such other corporate
records and documents as we have deemed appropriate for the purposes of this
opinion. We are relying upon the originals, or copies certified or otherwise
identified to our satisfaction, of the corporate records
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Boards Of Directors
October 1, 1998
Page 2
of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed applicable or relevant as a basis for the
opinions set forth below. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed such
laws as we determined to be relevant for the purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of the Options will continue
to be validly authorized on the dates the Common Stock is issued pursuant to
the exercise of the Options; (ii) on the dates the Options are exercised, the
Options will constitute valid, legal and binding obligations of the
Corporation and will (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable have been complied with to the
extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock
to be issued pursuant to the exercise of the Options, upon receipt by the
Corporation of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:/s/Daniel P. Weitzel
---------------------------
Daniel P. Weitzel, a Partner
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Exhibit 23.2
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.
/s/ Deloitte & Touche L.L.P.
Stamford, Connecticut
September 29, 1998
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