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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
U.S.B. HOLDING CO., INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3197969
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
100 DUTCH HILL ROAD, ORANGEBURG, NEW YORK 10962
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant to General
effective pursuant to Instruction A.(d), please check the
General Instruction A.(c), following box. [ ]
please check the following
box. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: N/A
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK NEW YORK STOCK EXCHANGE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(TITLE OF CLASS)
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company's authorized capital stock currently consists of 50,000,000
shares of Common Stock, par value $0.01 per share. Holders of Common Stock have
no preemptive rights and there are no conversion rights or redemption or sinking
fund provisions applicable to shares of Common Stock. Shares of Common Stock,
when issued and paid for, are not subject to further calls or assessments.
Holders of Common Stock are entitled to dividends and other distributions as and
when declared by the Board of Directors out of assets legally available
therefor, provided that all required dividends on outstanding Preferred Stock
have been paid or payments required on Corporation Obligated Mandatory
Redeemable Securities of Subsidiary Trust have been made. In the event of the
liquidation, dissolution and winding up of the Company, the holders of Common
Stock are entitled to receive ratably all of the assets of the Company available
for distribution after satisfaction of all liabilities of the Company and the
liquidation preference on Corporation Obligated Mandatory Redeemable Securities
of Subsidiary Trust and of all outstanding Preferred Stock.
VOTING RIGHTS
Each share of the Common Stock entitles the holder thereof to one vote
on all matters submitted to a vote of the holders of the Common Stock.
Shareholders do not have cumulative voting rights with respect to any matters to
be voted upon, including the election of directors.
The Company's Certificate of Incorporation provides for the division of
its Board of Directors into three classes of approximately equal size, with
directors elected for three-year terms, and with the terms of office of
approximately one-third of the directors expiring each year.
The Certificate of Incorporation provides that the shareholders of the
Company may remove one or more directors without cause, but only by the vote of
holders of at least 80% of the Common Stock. The vote of holders of not less
than 80% of the Common stock is required to amend or repeal, or adopt any
provision inconsistent with, the foregoing provision.
Holders of the Series A Preferred Stock (none of which are outstanding)
are entitled to elect one director at any annual meeting of shareholders held at
a time when two quarterly dividends are in arrears. Otherwise, except as may be
required by law, the Preferred Stock has no voting rights.
The Corporation Obligated Mandatory Redeemable Capital Securities of
Subsidiary Trust, with an aggregate value of $20 million, have no voting rights
except in respect to certain matters regarding the Capital Securities.
PROVISIONS REGARDING CERTAIN BUSINESS COMBINATIONS
The Company's Certificate of Incorporation sets forth certain
requirements which must be met for a "Business Combination" involving both the
Company (or any subsidiary) and a "Substantial Shareholder" to occur. In general
terms, the restrictions apply to mergers or consolidations of the Company or any
Subsidiary with any Substantial Shareholder, transfers or encumbrances of all or
substantially all of the assets of the Company to a Substantial Shareholder, the
adoption of any plan of liquidation proposed by a Substantial Shareholder or any
transaction
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which would have the effect directly or indirectly, of increasing the
proportionate share of any class of equity securities of the Company of any
subsidiary of which a Substantial Shareholder is the beneficial owner. A
"Substantial Shareholder" is defined to mean any shareholder (including
affiliates and associates) who is the beneficial owner of more than 5% of the
voting power of the then outstanding shares entitled to vote generally in the
election of the Company's directors.
The provisions of the Company's Certificate of Incorporation prevent a
Business Combination with a Substantial Shareholder unless (a) the Business
Combination is approved by not less than 80% of the shares of the Company
entitled to vote generally in the election of directors, or the Business
Combination is approved by the requisite vote of shareholders under the Delaware
General Corporation Law and the Business Combination is also approved by not
less than 66 2/3% of the Board of Directors.
Although the purpose of these provisions is to ensure equal treatment
of all shareholders in the event of certain mergers, tender offers or other
attempts to acquire control of the Company (a "takeover"), the provisions
regarding Business Combinations (as well as the voting requirements regarding
the removal of directors) may have certain adverse effects in that they may make
more difficult the accomplishment of certain takeovers at prices or on terms
which some shareholders may consider beneficial, impede the assumption of
control by principal shareholders in some cases, or make more difficult the
removal of current management even if favored by a majority of the shareholders.
Current directors and officers of the Company as a group own beneficially more
than 20% of the outstanding shares and could, therefore, block any Business
Combination with a Substantial Shareholder.
Except for the Certificate of Incorporation provisions referred to
above requiring a supermajority vote of the shareholders, the Company is able to
effect other amendments to its Certificate of Incorporation, to merge or
consolidate with other corporations, to make a bulk sale of its assets not in
the regular course of business, and to dissolve, if a majority of the
outstanding shares of Common Stock are voted in favor of the proposal.
The foregoing summary of the terms of the Common Stock does not purport
to be complete and is qualified in its entirety by the provisions of the
Company's Certificate of Incorporation and Bylaws which relate to its Common
Stock.
ChaseMellon Shareholder Services is the transfer agent and registrar
for shares of Common Stock.
MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
MARKET INFORMATION AND HOLDERS
The Company's Common Stock was held of record as of November 30, 1999
by approximately 1,410 shareholders and is traded publicly on the American Stock
Exchange.
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The quarterly high and low actual prices (adjusted for all stock
dividends issued) quoted by the American Stock Exchange during 1999 and 1998 are
as follows:
<TABLE>
<CAPTION>
1999 1998
HIGH LOW HIGH LOW
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<S> <C> <C> <C> <C>
First Quarter $16.88 $14.00 $23.64 $17.95
Second Quarter $15.31 $13.44 $22.78 $17.95
Third Quarter $16.75 $13.50 $19.09 $12.27
Fourth Quarter - as of November 30, 1999 $16.13 $14.31 $17.19 $12.39
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</TABLE>
The foregoing prices were not adjusted for retail markup, markdown or
commission.
Under the Company's Dividend Reinvestment and Stock Purchase Plan,
which has been temporarily suspended, participants are permitted to reinvest
cash dividends in Common Stock at 100 percent of the current market price (as
determined under the Plan), as well as to purchase at fair market value up to
$2,500 of Common Stock per quarter.
DIVIDENDS
The Company has a policy of paying a quarterly dividend on Common Stock
and has done so since 1988.
In 1999, quarterly cash dividends were paid as follows: $0.06 to
shareholders of record on March 31st and $0.07 to shareholders of record on June
30th and September 30th. A dividend of $0.07 to shareholders of record on
December 31, 1999, payable January 14, 2000 was declared at the Board of
Directors meeting held on November 23, 1999. In 1998, quarterly cash dividends
were paid as follows: $0.052 to shareholders of record on March 31; $0.056 per
share to shareholders of record on June 30; and $0.055 to shareholders of record
on September 30 and December 31. In 1997, quarterly cash dividends of $0.044 per
share were paid to shareholders of record on March 31 and June 30, and $0.048
per share to shareholders of record on September 30, and $0.041 to shareholders
of record on December 31.
Any funds which the Company may require in the future to pay cash
dividends, as well as various Company expenses, are expected to be obtained by
the Company, chiefly in the form of cash dividends from its wholly-owned
subsidiary, Union State Bank (the "Bank") and secondarily from stock issuances
under the Company's Dividend Reinvestment and Stock Options Plans. In this
regard, the ability of the Company to declare and pay dividends in the future
will depend not only upon its future earnings and financial condition, but also
upon the future earnings and financial condition of the Bank and upon the
ability of the Bank to transfer funds to the Company in the form of cash
dividends and otherwise. The Company is a separate and distinct legal entity
from its subsidiaries. The Company's right to participate in any distribution of
the assets or earnings of its subsidiaries is subject to prior claims of
creditors of the subsidiaries.
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Under New York Banking Law, a New York bank may declare and pay
dividends not more often than quarterly and no dividends may be declared,
credited, or paid so long as there is any impairment of capital stock. In
addition, except with the approval of the New York State Superintendent of
Banks, the total of all dividends declared in any year may not exceed the sum of
a bank's net profits for that year and its undistributed net profits for the
preceding two years, less any required transfers to surplus paid-in-capital. A
bank may be required to transfer to paid-in-capital up to 10 percent of its net
profits in any accounting period if its combined capital stock and retained
earnings profit accounts do not equal 10 percent of its net deposit liabilities.
Under applicable banking statutes, at September 30, 1999, the Bank could have
declared additional dividends of approximately $29.8 million to the Company
without prior regulatory approval.
The payment of dividends by the Company may also be limited by the
Federal Reserve Board's capital adequacy and dividend payment guidelines
applicable to bank holding companies. Under these guidelines, the Company is not
expected to pay any dividends on shares of the Company's Common Stock until such
time as its debt to equity ratio (as defined including long-term debt qualifying
as capital) is below 30 percent.
ITEM 2. EXHIBITS
NONE.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) U.S.B. Holding Co., Inc.
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Date December 3, 1999
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By /s/Steven T. Sabatini
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Steven T. Sabatini
Senior Executive Vice President and Chief Financial Officer
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