As filed with the Securities and Exchange Commission on February
28, 1996.
Commission File No. 0-18533
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1168175
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
50 North Main Street, Castile, New York 14427
(Address, including zip code, of principal executive offices)
Letchworth Independent Bancshares Corporation Stock Option
Plan of 1990
(Full title of the plan)
_____________________
James W. Fulmer, President and Chief Executive Officer
Letchworth Independent Bancshares Corporation
50 North Main Street, Castile, New York 14427
(716) 493-2577
(Telephone number, including area code, of agent for service)
__________________
with copies to:
Patrick J. Dalton, Esq.
Harris Beach & Wilcox, L.L.P.
130 East Main Street, Rochester, New York 14604
(716) 232-4440
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit* price* registration fee
<S> <C> <C> <C> <C>
Common Stock 100,000 $31.00 $3,100,000 $1,069
$1.00 par value shares
</TABLE>
* Inserted solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) and based upon the price for the
Registrant's common stock as of the close of business on January
19, 1996, as reported on the National Association of Securities
Dealers Quotation System ("NASDAQ") Market.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, all of which have been filed by the
Registrant with the Securities and Exchange Commission, are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, that contains audited financial statements for the
Registrant's fiscal year ended December 31, 1994.
(b) All other reports filed by the Registrant pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended,
since December 31, 1994, including but not limited to the
Registrant's Quarterly Report on Form 10-QSB for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995,
respectively.
(c) The description of the Registrant's common stock
contained in its Registration Statement filed by the Registrant
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, including any amendment or any report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates all securities offered pursuant to this Registration
Statement on Form S-8 have been sold or which deregisters all
such securities 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.
Upon request, the Registrant will provide without charge to
each participant in the Plan, upon oral or written request, any
documents required to be delivered pursuant to Rule 428 under the
Securities Act of 1933, as amended, and any and all of the
information incorporated by reference into this Registration
Statement. Requests should be directed to James W. Fulmer,
President and Chief Executive Officer, Letchworth Independent
Bancshares Corporation, 50 North Main Street, Castile, New York
14427, telephone: (716)493-2577.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities hereby will be passed
upon for the Registrant by Harris Beach & Wilcox, LLP, The
Granite Building, 130 East Main Street, Rochester, New York
14604. Gunther K. Buerman, the Managing Partner of Harris Beach
& Wilcox, LLP, has served on the Board of Directors of the
Registrant since 1990. Members of the firm of Harris Beach &
Wilcox, LLP own of record and beneficially an aggregate of 4,800
shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
On July 11, 1989, at a special meeting of the
shareholders of the Registrant, the Certificate of Incorporation
of the Registrant was amended to include a provision that
provides for the indemnification of persons serving as directors
of the Registrant (or any other entity at the request of
Registrant) to the full extent permissible under New York law.
Section 722 of the New York Business Corporation Law
(the "Business Corporation Law") provides that a corporation may
indemnify any person (or his or her personal representatives)
who, by reason of the fact that such person is or was a director
or officer of such corporation or of another entity at the
request of the corporation is made (or threatened to be made) a
party to an action against expenses (including attorneys' fees),
judgments, fines and settlement payments actually and necessarily
incurred, if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best
interests of such corporation and, with respect to criminal
actions, had no reasonable cause to believe that his or her
conduct was unlawful. In the case of actions on behalf of the
corporation, indemnification may extend only to expenses
(including attorneys' fees) actually and reasonably incurred and
only if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation provided that no such
indemnification is permitted in response of any claim as to which
such person is liable to the corporation except to the extent
that a court otherwise provides. To the extent that such person
has been successful in defending any action, he or she is
entitled to such indemnification, and any indemnification
otherwise must be ordered by a court in the case of an action or
claim by or in the right of the corporation or authorized by the
corporation. Expenses and other amounts may be paid in advance
of final disposition upon receipt of an undertaking on behalf of
the director or officer to repay any amounts for which the
director or officer was not entitled.
The indemnification provided for by the New York
statute is not exclusive of any other rights of indemnification,
and a corporation may maintain insurance against liabilities or,
grant indemnification pursuant to the certificate of
incorporation, bylaws, resolutions of directors or shareholders
or agreements, for liabilities for which indemnification is not
expressly provided by the statute. No indemnification is
permissible, however, if a final adjudication establishes the
director or officer acted in bad faith or with active and
deliberate dishonesty or derived personal gain to which he or she
was not entitled.
The Business Corporation Law permits any rights of
indemnification the corporation wishes to provide to any
personnel other than directors and officers, by contract or
otherwise under law.
Reference is made to Article XI of the Registrant's
Bylaws, listed as Exhibit 3(c) to this Registration Statement and
incorporated herein by reference, for applicable provisions
regarding the indemnification of directors and officers by the
Registrant.
The Registrant has purchased director and officer
liability insurance in the amount of $2,000,000 that insures
directors and officers against liabilities in connection with the
performance of their duties as directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the "Act") 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed herewith as Exhibits to this
Registration Statement or have previously been filed with the
Securities and Exchange Commission:
3.1 Certificate of Incorporation of the Registrant, as
filed with the Office of Secretary of State of the State of New
York on July 17, 1981, filed as Exhibit 3(a) with the
Registrant's Registration Statement on Form S-18 (Reg. No. 33-
31149-NY), filed with the Commission on September 2, 1989, and
incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of
Incorporation of the Registrant, as filed with the Office of
Secretary of State of the State of New York on July 26, 1989,
filed as Exhibit 3(b) with the Registrant's Registration
Statement on Form S-18 (Reg no. 33-31149-NY), filed with the
Commission on September 2, 1989, and incorporated herein by
reference.
3.3 Certificate of Amendment of Certificate of
Incorporation of the Company, as filed with the Office of
Secretary of State of the State of New York on May 2, 1990, filed
as Exhibit (4)-b with the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990 and filed with the
Commission on August 9, 1990, and incorporated herein by
reference.
3.4 By-laws of the Registrant, filed as Exhibit 3(c) and
incorporated by reference to the Registrant's Registration
Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the
Commission on September 2, 1989, and incorporated herein by
reference.
4.1 Letchworth Independent Bancshares Corporation Stock
Option Plan of 1990 and Form of Stock Option Agreement, filed as
Exhibit 19 of the Registrant's Quarterly Report on Form 10-Q for
the fiscal year ended June 30, 1990 and filed with the Commission
on August 9, 1990, and incorporated herein by reference.
4.2 Form of Common Stock of the Registrant, filed as
Exhibit 4 of the Registrant's Registration Statement on Form S-18
(Reg. No. 33-31149-NY), filed with the Commission on September 2,
1989, and incorporated herein by reference.
5 Opinion and consent of Harris Beach & Wilcox, LLP.
24.1 Consent of Price Waterhouse, independent accountants.
24.2 Consent of Harris Beach & Wilcox, LLP, included in
their opinion filed as Exhibit 5.
25 Power of Attorney (included at page 7).
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
10(a)(3) of the Securities Act of 1933, as amended (the "Act");
(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, represent a fundamental change
in the information set forth in this Registration Statement; and
(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 this Registration Statement is on Form
S-3 or Form S-8 and 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 Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in this Registration
Statement.
(2) that, for the purpose of determining any liability
under the Act, 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) if the registration is a foreign private issuer, to
file a post-effective amendment to this Registration Statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended
(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, as amended), 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.
Insofar as indemnification for liabilities arising under the
Act 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant hereby certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the Town of Castile,
State of New York, on January 25, 1996.
LETCHWORTH INDEPENDENT
BANCSHARES CORPORATION
By: /s/ James W. Fulmer
James W. Fulmer
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints James W. Fulmer
his true and lawful attorney-in-fact and agent with full power of
substitution, for him and his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and all documents in
connection thereiwth, with the Securities adn Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authortiy to do and perform each adn every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securties Act of 1933,
as amended, this Registration Statement and Power of Attorney
have been signed below by the following persons in the capacities
and on teh dates indicated:
Name Title Date
/s/Steven C. Lockwood Treasurer & Chief Financial January 26,1996
Steven C. Lookwood Officer
/s/Charles L. Van Arsdale Director January 25,1996
Chairman of the Board and January 25,1996
James H. Van Arsdale Director
/s/Gunther K. Buerman Director January 25,1996
Gunther K. Buerman
/s/James W. Fulmer Director January 25,1996
James W. Fulmer
/s/Stanley J. Harmon Director January 25,1996
Stanley J. Harmon
<PAGE>
February 26, 1996
Letchworth Independent Bancshares Corporation
50 North Main Street
Castile, New York 14427
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in connection with a
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as
amended, for the Letchworth Independent Bancshares Corporation
Stock Option Plan of 1990 (the "Plan"). Such Registration
Statement may be amended, from time to time, by one or more
amendments at the request of the Commission, or on your own
initiative, either before or after its effective date. The
Registration Statement, as so amended or to be amended, covers
the shares of common stock, par value $1.00 per share (the
"Common Stock"), of Letchworth Independent Bancshares Corporation
(the "Corporation") referred to therein.
We have examined originals or copies, identified to our
satisfaction, of such documents and records of the Corporation,
and such other documents and records as we have deemed necessary,
as a basis for the opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion
that, subject to an order or other appropriate action by the
Commission declaring the Registration Statement effective, the
Common Stock, when sold pursuant to the terms and conditions of
the Plan, will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
By: /s/ Patrick J. Dalton
Patrick J. Dalton, Partner
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
19, 1995, which appears on page 56 of the 1994 Annual Report on
Form 10-K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Rochester, New York
February 23, 1996
