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As filed with the Securities and Exchange Commission on March 31, 1999
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)
<TABLE>
<S> <C>
Delaware 36-3197969
(State of Incorporation) (IRS Employer Identification No.)
</TABLE>
100 Dutch Hill Road
Orangeburg, New York 10962
(Address, including zip code, of principal executive offices)
------------------------------
UNION STATE BANK
KEY EMPLOYEES' SUPPLEMENTAL DIVERSIFIED INVESTMENT PLAN
(Full title of the plan)
------------------------------
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
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==================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered (1) Registered (1) Price Per Share (2) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 per share
par value 25,000 $14.0938 $352,345 $97.96
</TABLE>
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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 March 25, 1999.
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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 "Company") and
the employee benefit plan described herein (the "Plan") are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, and the Annual Report on Form 11-K of
the Plan for the fiscal year ended December 31, 1998.
B. All other reports filed by the Company or the Plans pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1998.
C. Description of the Company'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 Company's Registration Statement on Form S-3 (No.
33-72788), filed on December 10, 1993.
All documents filed by the Company or the Plans 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 Company'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 Company
will be personally liable to the Company 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 Company other than liability (i) for any breach of
the director's duty of loyalty to the Company 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 Company (the "By-laws") provide that the Company 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 Company, or is or was serving at the request of the Company 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 Company 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 Company 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 Company 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
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Company. (1)
5.1 Opinion of counsel as to legality of securities being registered.*
23.1 Consent of Deloitte & Touche LLP, independent public accountants for the
Company.*
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
99.1 Union State Bank Key Employees' Supplemental Diversified Investment
Plan, effective September 1, 1998. (2)
</TABLE>
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* Filed herewith.
(1) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
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;
II-3
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(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 set forth 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.
(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 has 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 31st day
of March, 1999.
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
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 March 31, 1999.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Thomas E. Hales
- -------------------------------- Chairman, President, Chief Executive Officer
Thomas E. Hales and Director (principal executive officer)
/s/ Steven T. Sabatini
- -------------------------------- Senior Executive Vice President and Chief
Steven T. Sabatini Financial Officer (principal financial
officer and principal accounting officer)
/s/ Raymond J. Crotty
- -------------------------------- Director
Raymond J. Crotty
/s/ Howard V. Ruderman
- -------------------------------- Director
Howard V. Ruderman
</TABLE>
II-5
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<S> <C>
/s/ Fred F. Graziano
- -------------------------------- Director
Fred F. Graziano
/s/ Kenneth J. Torsoe
- -------------------------------- Director
Kenneth J. Torsoe
- -------------------------------- Director
Michael H. Fury
/s/ Herbert Peckman
- -------------------------------- Director
Herbert Peckman
- ------------------------------- Director
Kevin Plunkett
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Pursuant to the requirements of the Securities Act of 1933, Union State
Bank, on behalf of the Union State Bank Key Employees' Supplemental Diversified
Investment Plan has 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 March 31, 1999.
Union State Bank Key Employees'
Supplemental Diversified Investment
Plan
By Union State Bank
By /s/ Steven T. Sabatini
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Steven T. Sabatini
Senior Executive Vice President and
Chief Financial Officer
II-6
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[LETTERHEAD OF PARSON & BROWN LLP]
March 31, 1999
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 March 31, 1999, in connection with the registration under the Securities
Act of 1933, as amended, of the offer and sale of 25,000 shares of your Common
Stock (the "Shares") in connection with the Union State Bank Key Employees'
Supplemental Diversified Investment 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 in connection with 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 to the Plan, the Shares, when issued and sold in the manner
referred to in the Plan, will, upon full payment therefor in cash, be legally
and validly issued, fully paid and nonassessable.
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U.S.B. Holding Co., Inc. -2- March 31, 1999
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 AUDITOR'S 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, 1999 incorporated by reference in the Company's 1998 Annual Report on Form
10-K and appearing in the Company's 1998 Annual Report to Shareholders.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Stamford, Connecticut
March 31, 1999
