AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE
25, 1999
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARROW FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or other jurisdiction of
incorporation or organization)
22-2448962
(I.R.S. Employer
Identification No.)
250 Glen Street
Glens Falls, New York 12801
(Address of Principal Executive Offices) (Zip Code)
Arrow Financial Corporation Directors' Stock Plan
(Full title of the Plan)
Thomas L. Hoy
President and Chief Executive Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
(Name and address of agent for service)
(518) 745-1000
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas B. Kinsock, Esq.
Stinson, Mag & Fizzell
100 South Fourth Street, Suite 700
St. Louis, Missouri 63102
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered
Common stock $1.00 par value per share
Amount To Be
Registered (1)
6,000
Proposed Maximum
Offering Price
Per Share (2)
$26.625
Proposed Maximum
Aggregate Offering
Price
$159,750
Amount of
Registration
Fee (3)
$44.41
(1) Represents the maximum number of shares
distributable under the Directors' Stock Plan. Includes,
for each share of common stock, one attached share purchase
right, pursuant to the Registrant's Shareholder Protection
Rights Plan dated April 30, 1997.
(2) Pursuant to Rule 457(c) and 457(h) under the
Securities Act of 1933, the proposed maximum offering price
per share and in the aggregate is based upon the average of
the bid and asked price per share of the Registrant's Common
Stock as reported on the Nasdaq National Market System on
June 21, 1999.
(3) The registration fee has been calculated
pursuant to Section 6(b) of the Securities Act of 1933 as
follows: 0.0278% of $159,750, the Proposed Maximum Aggregate
Offering Price of the shares of stock registered hereby.
<PAGE>
PART I
INTRODUCTION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part
I of Form S-8 is omitted from this
filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933 and the
Introductory Note to Part I of Form S-8. The documents
containing the information specified in
Part I will be delivered to the participants in the Plan
covered by this Registration Statement as
required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the
Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K
filed pursuant to Section 13(a) or
15(d) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above;
and
(c) The description of the Registrant's common stock
which is contained in the
registration statement filed by the Registrant under Section
12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters
all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated by
reference herein and filed prior to the filing hereof shall
be deemed to be modified or superseded for
purposes of this registration statement to the extent that a
statement contained herein modifies or
supersedes such statement, and any statement contained
herein or in any other document 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 in any
other subsequently filed document that also
is 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.
Item 6. Indemnification of Directors and Officers
Sections 721-725 of the New York Business Corporation
Law generally provide for or permit
a corporation to indemnify the directors and officers
against liabilities they may incur in such
capacities provided certain standards are met, including
good faith and the reasonable belief that the
particular action was in, or not opposed to, the best
interests of the corporation.
The Registrant's Certificate of Incorporation provides
that directors and officers of the
Registrant shall be indemnified, to the fullest extent
permitted by the Business Corporation Law,
against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys'
fees) incurred by them in connection with actions to which
they are, or are threatened to be made,
parties. If a director or officer is not successful in the
defense of an action, he is entitled to
indemnification, under the Registrant's Certificate of
Incorporation and the relevant provisions of law,
if ordered by a court or if the Board of Directors, acting
upon the written opinion of independent
legal counsel, determines that the director or officer acted
in good faith for a purpose which he
reasonably believed to be in the best interests of the
Registrant, and, in criminal actions, had no
reasonable cause to believe his conduct was unlawful. In
connection with actions by or in the right
of the Registrant (derivative suits) as to which the
director or officer is not successful, indemnification
is permitted for expenses and amounts paid in settlement
only if and to the extent that a court of
competent jurisdiction deems proper, and indemnification for
adverse judgments is not permitted.
Under the Registrant's Certificate of Incorporation and
applicable provisions of law, the Board
of Directors or the Registrant may advance expenses to a
director or officer before final disposition
of an action or proceeding upon receipt of an undertaking by
the director or officer to repay the
amount advanced if he is ultimately found not to be entitled
to indemnification with respect thereto.
The Registrant's Certificate of Incorporation also
provides that to the fullest extent permitted
by law, subject only to the express prohibitions on
limitation of liability set forth in Section 402(b)
of the Business Corporation Law, a director of the
Registrant shall not be liable to the Registrant or
its shareholders for monetary damages for any breach of duty
as a director.
Pursuant to policies of directors' and officers'
liability insurance with total annual limits of $7.5
million, the directors and officers of the Registrant and
its subsidiary banks are insured, subject to the
limits, exceptions and other terms and conditions of such
policy, against liability for claims made
against them for any actual or alleged error or misstatement
or misleading statement or act or
omission or neglect or breach of duty while acting in their
individual or collective capacities as
directors or officers of such entities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this
registration statement or incorporated by
reference herein.
Exhibit
Number Description
4.1 Arrow Financial Corporation Directors' Stock Plan.
4.2 Shareholder Protection Rights Agreement dated as of
May 1, 1997, between Arrow Financial Corporation and Glens
Falls National Bank and Trust Company, as Rights Agent,
incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A, dated May 16, 1997,
Exhibit 4.
5.1 Opinion of Stinson, Mag & Fizzell regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP, Certified Public Accountants.
23.2 Consent of Stinson, Mag & Fizzell (included in
Exhibit 5.1).
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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 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.
(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 therein, 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 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 Act and will
be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. 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 Glens
Falls, State of New York, on June 21,
1999.
ARROW FINANCIAL CORPORATION
By:/s/ Thomas L. Hoy
Thomas L. Hoy,
President and Chief Executive Officer
Name
Title
Date
/s/ Thomas L. Hoy
Thomas L. Hoy
President, Chief Executive
Officer and Director
June 21, 1999
/s/ John J. Murphy
John J. Murphy
Executive Vice President,
Treasurer and Chief Financial
Officer (Principal Financial and
Accounting Officer)
June 21, 1999
/s/ Michael F. Massiano
Michael F. Massiano
Chairman of the Board
June 21, 1999
/s/ John J. Carusone, Jr.
John J. Carusone, Jr.
Director
June 21, 1999
/s/ Michael B. Clarke
Michael B. Clarke
Director
June 21, 1999
/s/ Kenneth C. Hopper, M.D.
Kenneth C. Hopper, M.D.
Director
June 21, 1999
/s/ Dr. Edward F. Huntington
Dr. Edward F. Huntington
Director
June 21, 1999
/s/ David G. Kruczlnicki
David G. Kruczlnicki
Director
June 21, 1999
/s/ David L. Moynehan
David L. Moynehan
Director
June 21, 1999
/s/ Doris E. Ornstein
Doris E. Ornstein
Director
June 21, 1999
<PAGE>
FORM S-8
ARROW FINANCIAL CORPORATION
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Arrow Financial Corporation Directors' Stock Plan.
4.2 Shareholder Protection Rights Agreement dated as of May
1, 1997, between Arrow Financial Corporation and Glens Falls
National Bank and Trust Company, as Rights Agent,
incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A, dated May 16, 1997,
Exhibit 4.
5.1 Opinion of Stinson, Mag & Fizzell regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP, Certified Public Accountants.
23.2 Consent of Stinson, Mag & Fizzell (included in Exhibit
5.1).
ARROW FINANCIAL CORPORATION
Directors' Stock Plan
1. Purpose.
The Arrow Financial Corporation Directors' Stock Plan
(the "Plan") permits the board of
directors of Arrow Financial Corporation (the "Company") to
elect to pay some or all of the
directors' fees payable from time to time to the directors
of the Company and to directors of its
subsidiary banks (each, a "Bank") in the form of shares of
Common Stock of the Company
("Common Stock").
2. Administration.
The Plan will be administered by the board of directors
of the Company. Subject to the
express provisions set forth elsewhere in this Plan, the
Plan Administrator will (i) determine the
portion of directors' fees payable in shares of Common Stock
under the Plan and the time or times
at which shares will be distributed, (ii) oversee the
distribution of shares to directors under the Plan
and the maintenance of Plan accounts on behalf of directors,
if and as necessary, (iii) distribute
appropriate notices and materials regarding the Plan
(including materials required under applicable
securities and other laws) and make all appropriate filings
with regulatory agencies, and (iv) interpret
the Plan and otherwise have responsibility for the orderly
operation of the Plan. Interpretations
regarding the Plan by the Plan Administrator will be final
and binding on all directors subject to the
Plan. The Administrator may delegate to other parties,
including officers of the Company, some or
all of its duties under the Plan, except for those duties
identified above in subparagraph (i) of this
Section 2.
3. Determination of Stock Portion of Directors' Fees.
The Plan Administrator will determine from time to time
the portion of directors' fees that
will be payable to directors in shares of Common Stock, as
opposed to cash or any other form of
compensation, subject, in the case of the Banks, to
ratification by the full board of directors of the
particular Bank. The portion of fees payable in Common
Stock (the "Stock Portion") may be (i) a
portion or all of the annual retainer, if any, payable to
directors and/or (ii) a portion or all of the
meeting fees, if any, payable to directors for attendance at
board or committee meetings. Such
determinations will be final and binding upon all directors
of the Company or the particular Bank, as
the case may be. Individual directors will have no
discretion to receive greater or lesser amounts or
percentages of their directors' fees payable in Common Stock
than the Stock Portion then in effect
for their organization, as determined by the Plan
Administrator. The Stock Portion may be expressed
as a percentage of fees or as an absolute dollar amount, and
may be increased, decreased or
eliminated by the Plan Administrator at any time. The Stock
Portion will be the same as between
directors of the same participating organization (the
Company or the Bank) at any given time,
provided that distinctions may be made between (i) directors
who also are officers versus directors
who are not, (ii) directors who chair committees and
directors who are members of such committees
but do not serve as chair, and (iii) honorary or emeritus
directors and regular directors.
4. Authorized Shares; Consideration; Vesting.
The number of shares of Common Stock authorized for
distribution under the Plan is six
thousand (6,000). All shares distributed under the Plan
will be treasury shares of the Company. No
consideration will be paid or payable for such shares except
for the services rendered by the recipient
directors as directors of their particular organization.
Upon distribution, all such shares will be fully
vested and nonforfeitable. No director will have a right to
receive shares under the Plan prior to the
distribution of such shares. Subsequent transfers of
distributed shares, for value or otherwise, will
not be restricted, except for any restrictions on
transferability that may arise under applicable
securities laws or under any particular agreement to which
the distributee director may otherwise be
subject. Termination of a director's service after
distribution to such director of any shares under the
Plan will not result in forfeiture of any such shares.
5. Determination of Number of Shares to be Distributed.
In order to determine the number of shares of Common
Stock distributable to a given director
on a particular distribution date, the dollar amount of fees
then distributable to such director in the
form of shares of Common Stock will be divided by the
"market value" of the Common Stock on
such date, with the quotient to be expressed to four decimal
places. This determination will be
deemed to be made as of 12:01 a.m. on the distribution date.
The "market value" of Common Stock
for purposes of such determination shall be the average of
the closing bid and closing asked prices
of Common Stock as quoted on the NASDAQ National Market
System for the immediately
preceding trading day.
6. Distributions; Plan Accounts.
Shares will be distributed under the Plan on such date
or date(s) in each fiscal year as may be
determined by the Plan Administrator. Such distributions
will be made directly into accounts
maintained by the Administrator under the Plan for
participating directors or into any accounts
maintained by or on behalf of directors under any other
Company plans into which such shares may
be directly deposited, with the consent of such directors.
Such shares will be registered in the name
of the Administrator or, if deposited into another plan, in
the name of the administrator of such plan,
or in the name of any custodian or nominee designated by
either. If the Plan Administrator establishes
accounts for directors to hold shares distributed to them
under the Plan, all dividends and
distributions on such shares also shall be paid into the
accounts until such time as the shares are
distributed out of the accounts. As long as shares are
maintained in Plan accounts, directors will
receive periodic account statements and will have sole right
to vote or direct the voting of such
shares. The Administrator will establish procedures for
distribution of shares out of accounts to
directors at their request.
7. Amendment or Termination.
The Plan may be amended, suspended or terminated at any
time by the board of directors of
the Company acting in its sole discretion, provided that no
such amendment, suspension or
termination will in and of itself reduce the overall level
of directors' fees payable to directors of the
Company or any Bank or affect their ownership of shares
previously distributed to them under the
Plan.
8. Miscellaneous
a. Nonqualified. The Plan is not subject to the
Employee Retirement Income Security
Act of 1974 and is not qualified under Section 401 of the
Internal Revenue Code of 1986, as
amended.
b. Applicable Law; Successors. The Plan shall be
governed by and interpreted in
accordance with the laws of the State of New York. The
Plan, if not previously terminated, shall be
assumed by and be binding upon successors to the business
and affairs of the Company, including
successors by merger or by purchase of all or a majority of
the Company's assets, with such
adjustments to be made by the Plan Administrator as may be
appropriate under the circumstances.
[LETTERHEAD OF STINSON, MAG & FIZZELL]
June 24, 1999
Board of Directors
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
Re: Registration Statement on Form S-8
Directors' Stock Plan
Ladies and Gentlemen:
We have served as counsel to Arrow Financial
Corporation, Glens Falls, New York (the
"Company"), in connection with the preparation and filing of
a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of
1933, as amended, and the Rules and
Regulations promulgated thereunder, registering the
distribution of up to six thousand (6,000) shares
of common stock of the Company, par value $1.00 per share
(the "Shares"), through the Arrow
Financial Corporation Directors' Stock Plan (the "Plan").
We have assisted the Company in preparing the Plan, as
adopted on April 14, 1999, and in
the preparation of the Registration Statement and the
prospectus relating to the Plan as incorporated
by reference in the Plan.
In rendering the opinions contained herein, we have
examined such corporate records of the
Company, such laws and such other information as we have
deemed relevant, including the
Company's Certificate of Incorporation, as amended, and
Bylaws, as amended, certain resolutions
adopted by the Board of Directors of the Company relating to
the Plan and certificates received from
state officials and from officers of the Company. In
delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the
conformity to the originals of all documents submitted to us
as certified, photostatic or conformed
copies, and the correctness of all statements submitted to
us by officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly
incorporated, validly existing and in good standing under
the laws of the State of New York.
2. All Shares distributed through the Plan, if
any, that are authorized but unissued shares of the Company
immediately prior to such distribution, if distributed in
accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
We consent to the filing of this opinion letter as an
exhibit to the Registration Statement and
to the use of our name in the Registration Statement. We
also consent to your filing of copies of this
opinion letter as an exhibit to the Registration Statement
as filed with agencies of such states as you
deem necessary in the course of complying with the laws of
such states regarding the distribution of
Shares pursuant to the Plan.
Very truly yours,
STINSON, MAG & FIZZELL
Exhibit 23.1
The Board of Directors
Arrow Financial Corporation:
We consent to incorporation by reference in the registration
statement on Form S-8 of Arrow Financial Corporation relating
to the Arrow Financial Corporation Directors' Stock Plan, of our
report dated January 22, 1999, relating to the consolidated
balance sheets of Arrow Financial Corporation and subsidiaries as
of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1998, which report appears in the December 31,
1998 annual report on Form 10-K of Arrow Financial
Corporation.
/s/ KPMG LLP
------------------
KPMG LLP
Albany, New York
June 23, 1999
