<PAGE>
As filed with the Securities and Exchange
Commission on December 19, 2000
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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Hudson Valley Holding Corp.
(Exact name of registrant as specified in its charter)
New York 13-3148745
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
21 Scarsdale Road
Yonkers, New York 10707
(Address of principal executive offices) (Zip code)
1992 Stock Option Plan
(Full title of Plan)
-----------------------------------------
Stephen R. Brown
Hudson Valley Holding Corp.
21 Scarsdale Road
Yonkers, New York 10707
(Name and address of agent for service)
(914) 961-6100
(Telephone number, including area code, of agent)
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Copy to Bonnie J. Roe, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, Connecticut 06901
(203) 977-7300
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title Of Securities To Amount To Be Maximum Offering Maximum Aggregate Amount Of
Be Registered Registered Price Per Share Offering Price Registration Fee (3)
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<S> <C> <C> <C> <C>
Common Stock 316,403 shares (1) $20.33 $ 6,432,472.90 $3,960.00
par value, $.20 per 508,712 shares (2) $16.17 $ 8,225,873.00
share ------------------ --------------
825,115 shares $14,658,345.90
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</TABLE>
(1) Shares granted as stock options under the 1992 Stock Option Plan of Hudson
Valley Holding Corp.
(2) Shares available for grant as stock options under the 1992 Stock Option
Plan of Hudson Valley Holding Corp.
(3) Calculated in accordance with Rule 457(h) under the Securities Act of 1933
based on the average exercise price and the aggregate book value of the
shares of common stock that may be acquired upon the exercise of options
covered by this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
1992 Stock Incentive Plan
This Registration Statement on Form S-8 is filed for the purpose of
registering shares of common stock, par value $.20 (the "Common Stock"), of
Hudson Valley Holding Corp. (the "Company") to be issued upon exercise of
options granted from time to time pursuant to the Company's 1992 Stock Option
Plan (the "Plan"), to eligible employees of the Company. An aggregate of up to
825,115 shares of Common Stock may be issued upon the exercise of options
granted pursuant to the Plan, subject to adjustment in case of stock dividends
or changes in the Common Stock. The aggregate number of shares that may be
issued under the Plan is subject to adjustment in the event of a stock dividend,
stock split or similar change in the outstanding shares of Common Stock.
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form 10-12G/A, filed with
the Commission on September 29, 2000 (File No. 000-30525).
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30 and September 30, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
have been sold, or which deregisters all shares of common stock 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 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 incorporated or 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 8 EXHIBITS
The following exhibits are incorporated herein by reference as
indicated or filed herewith.
EXHIBIT NO. DESCRIPTION
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities registered hereby, including consent of such counsel.
10.4 Hudson Valley Holding Corp. 1992 Stock Option Plan (incorporated
by reference to the Company's Registration Statement on Form
10-12G/A (File No. 000-30525)).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
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<PAGE>
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
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 to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the 1934 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 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 purpose 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 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.
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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication to such issue.
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<PAGE>
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 Yonkers, State of New York, on December 18, 2000.
Hudson Valley Holding Corp.
By: /s/ Stephen R. Brown
-----------------------------------------
Name: Stephen R. Brown
Title: Executive Vice President, Chief Operating
Officer and Chief Financial 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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John N. Finnerty President, Chief Executive Officer December 7, 2000
------------------------------------ and Director
John N. Finnerty
/s/ Stephen R. Brown Executive Vice President, Chief December 7, 2000
------------------------------------ Operating Officer, Chief Financial
Stephen R. Brown Officer and Director
/s/ James J. Landy Executive Vice President and December 7, 2000
------------------------------------ Director
James J. Landy
/s/ William E. Griffin Director and Chairman of the Board December 7, 2000
------------------------------------
William E. Griffin
/s/ James M. Coogan Director and Secretary December 7, 2000
------------------------------------
James M. Coogan
/s/ Gregory F. Holcombe Director December 7, 2000
------------------------------------
Gregory F. Holcombe
/s/ Angleo R. Martinelli Director December 7, 2000
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Angelo R. Martinelli
/s/ Ronald F. Poe Director December 7, 2000
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Ronald F. Poe
Director
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John A. Pratt Jr.
/s/ Cecile D. Singer Director December 7, 2000
------------------------------------
Cecile D. Singer
/s/ Craig S. Thompson Director December 7, 2000
------------------------------------
Craig S. Thompson
</TABLE>
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<PAGE>
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBITS
NUMBER
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities registered hereby, including consent of such counsel.
10.4 Hudson Valley Holding Corp. 1992 Stock Option Plan (incorporated by
reference to the Company's Registration Statement on Form 10-12G/A
(File No. 000-30525)).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Day, Berry & Howard LLP (See Exhibit 5).
