<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-2367
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
STATE BANCORP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 6022 11-2846511
(State or other (Primary standard industrial (IRS employer
jurisdiction of classification code number) identification number)
incorporation or
organization)
699 HILLSIDE AVENUE, NEW HYDE PARK, NEW YORK 11040
(516) 437-1000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------------
THOMAS F. GOLDRICK, JR., PRESIDENT
STATE BANCORP, INC.
699 HILLSIDE AVENUE, NEW HYDE PARK, NEW YORK 11040
(516) 437-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
COPY TO:
ROBERT H. COHEN, ESQ.
BRYAN CAVE LLP
245 PARK AVENUE
NEW YORK, NY 10167
----------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /__________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
STATE BANCORP, INC.
CROSS REFERENCE SHEET
Showing the Location in the Prospectus of Information Required by Items 1
through 13 of Part I of Form S-3
REGISTRATION STATEMENT LOCATION OR CAPTION
ITEM NUMBER AND CAPTION IN PROSPECTUS
- ----------------------- -------------------
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus . . . . . . . . . . . . . . . . . . Outside front Cover
Page
2. Inside Front and Outside Back Cover
Pages of Prospectus. . . . . . . . . . . . . . Available
Information: Outside
Back Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges . . . . . . Prospectus Summary:
The Company; The
Offering
4. Use of Proceeds. . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price. . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . Not Applicable
8. Plan of Distribution . . . . . . . . . . . . . Plan of
Distribution
9. Description of Securities to be Registered . . Common Stock of the
Company
10. Interests of Named Experts and Counsel . . . . Experts; Legal
Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information by
Reference. . . . . . . . . . . . . . . . . . . Incorporation of
Certain Information
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities. . . . . . . . . . . . . . . . . . Not Applicable
<PAGE>
PROSPECTUS
849,448 SHARES
STATE BANCORP, INC.
COMMON STOCK
Par Value $5.00 Per Share
__________________________________
State Bancorp, Inc. ("the Company") is issuing to the holders of its
outstanding shares of Common Stock of record on April 26, 1996
non-transferable rights to subscribe for additional shares of Common Stock of
State Bancorp, Inc. (the "Company") as set forth herein. Shareholders who
exercise their rights to subscribe for additional shares also have the
privilege to oversubscribe for those shares not otherwise sold pursuant to
exercise of the rights in an additional amount not to exceed twice the number
of shares issuable upon full exercise of their rights. The rights offering to
shareholders expires at 5:00 P.M., New York time, on June 28, 1996.
The Subscription Price of $12.00 per share has been determined arbitrarily
by the Company and is approximately $1.50 per share lower than the closing
bid price of the Company's Common Stock on May 13, 1996, as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). The Company's Common Stock is traded from time to time on the
NASDAQ Small Cap market under the symbol STBC, although not necessarily on a
daily basis. There can, therefore, be no assurance that this subscription price
will be lower than the market price at the time the rights are exercised.
The offering of this Common Stock is not underwritten.
__________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER AGENCY.
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<TABLE>
<CAPTION>
Underwriting
Subscription Discounts and Proceeds to
Price Commissions Company(1)
-------------- ------------- ---------------
<S> <C> <C> <C>
Per Share . . . . . . . $ 12.00 None $ 12.00
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Total(2) . . . . . . . $10,193,376 None $10,193,376
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</TABLE>
(1) Before deducting expenses payable by the Company, estimated at
approximately $93,000.00 ($.11 per share if all shares are subscribed for).
(2) The total amounts shown are based on the assumption that all of the shares
of Common Stock offered hereby will be subscribed for.
__________________________________
The date of this Prospectus is _________, 1996
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.
TABLE OF CONTENTS
Page Page
---- ----
Available Information. . . . . . . 2 Incorporation of Certain
Prospectus Summary . . . . . . . . 3 Information by Reference. . . . . . 7
Plan of Distribution . . . . . . . 4 Common Stock of the Company. . . . . 7
The Company. . . . . . . . . . . . 5 Experts. . . . . . . . . . . . . . . 9
Use of Proceeds. . . . . . . . . . 6 Legal Matters. . . . . . . . . . . . 10
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission") which may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C., as well as at the following regional
offices of the Commission: 7 World Trade Center, New York, New York 10048 and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60601. Copies of such materials may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the prescribed fees.
The Company has filed with the Commission in Washington, D.C. a
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Common Stock to
which this Prospectus relates. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all the information set forth in
the Registration Statement, including the exhibits thereto, which may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C., 20549 upon payment of the prescribed fees.
Summaries of and references to various documents in this Prospectus do not
purport to be complete and in each such case reference is made to the copy of
such document filed as an exhibit to the Registration Statement.
2
<PAGE>
PROSPECTUS SUMMARY
The following is a brief summary of certain information contained in this
Prospectus. This summary is qualified in its entirety by the more detailed
information and the consolidated financial statements appearing elsewhere in
this Prospectus.
THE COMPANY
State Bancorp, Inc. (the "Company") was incorporated under the laws of New
York on November 25, 1985. The acquisition by the Company of 100% of the shares
of State Bank of Long Island (the "Bank"), on a share for share basis, was
consummated as of the close of business on June 24, 1986.
The Company does not engage in any activities other than acting as holding
company for the common stock of the Bank. The principal business of the Company
is conducted through the Bank, which conducts its business in the same manner as
it had done before the effective date of the reorganization. The Bank accounts
for substantially all of the consolidated assets and revenues of the Company.
The Bank, which was organized in 1966, provides general banking services to
residents and businesses located substantially in Nassau County, the western end
of Suffolk County, and the eastern part of Queens County, New York. The Bank
offers a full range of deposit products including checking, fixed and variable
rate savings, time, money market and IRA and Keogh accounts. Credit services
offered include commercial mortgages, commercial and installment loans, home
equity lines of credit, residential mortgages and auto loans. In addition, the
Bank provides merchant credit card services, access to annuity products and
offers a consumer debit card with membership in a national ATM network.
As of December 31, 1995, the Company had consolidated total assets,
deposits and stockholders' equity of approximately $651 million, $498 million,
and $41 million, respectively.
THE OFFERING
Securities Offered . . . . . 849,448 shares of Common Stock will be offered
to shareholders of record on April 26, 1996.
Purchase Price . . . . . . . The shares of Common Stock are offered at
$12.00 per share.
Common Stock Outstanding . . 4,244,552 shares at April 26, 1996 and
5,094,000 shares after completion of this
offering*
Use of Proceeds. . . . . . . Proceeds will be used to provide equity capital
for the Bank to increase its capacity for
growth in its loan portfolio and other working
capital needs.
Risk Factors. . . . . . . . . Although the Company's Common Stock is traded
on the NASDAQ SmallCap market, it does not
necessarily trade on a daily basis.
______________________________
* Assuming that all of the shares offered hereby are sold.
3
<PAGE>
PLAN OF DISTRIBUTION
THE OFFERING. The Company is issuing to shareholders of record of its
Common Stock at the close of business on April 26, 1996 (the "Record Date")
non-transferable rights (the "Rights") to subscribe for one share of Common
Stock (the "Shares") for each five shares of Common Stock held of record on the
Record Date at the price of $12.00 per Share (the "Subscription Price"). Each
shareholder will receive one Right for each share of Common Stock held of record
on the Record Date and can subscribe for one Share for each five Rights
received. No fractional Shares will be issued. If a shareholder would
otherwise be entitled to receive a fractional Share pursuant to the exercise of
Rights, the number of Shares which such shareholder shall be entitled to
purchase at the Subscription Price will be increased to the next whole number of
Shares. Thus, a shareholder owning eleven shares will receive eleven Rights,
which will entitle him or her to subscribe for three new Shares.
The Rights may be exercised at any time before 5:00 P.M., New York Time, on
June 28, 1996 (the "Rights Expiration Date"). Shareholders who exercise Rights
also have the privilege to oversubscribe for those Shares that are not otherwise
sold pursuant to exercise of the Rights in an additional amount not to exceed
twice the number of Shares issuable upon full exercise of their Rights. There
is no assurance that all of the Shares will be sold pursuant to the offer to
shareholders. The offering of the Shares is not underwritten.
METHOD OF EXERCISING RIGHTS. The Rights to subscribe for Shares are
evidenced by Rights Certificates issued in the names of the registered
shareholders of record on the Record Date and mailed to such shareholders with
this Prospectus. Rights may be exercised by mailing or delivering a fully
completed and duly executed Rights Certificate, together with payment in full
for the number of Shares subscribed for, to the Company. Rights Certificates
must arrive at the Company at or before the Rights Expiration Date. Any
subscriptions received after the Rights Expiration Date will not be honored in
the offer to shareholders. Any holder of Rights who exercises all the Rights
evidenced by a Rights Certificate will have the privilege to subscribe for
additional shares that are not purchased by others through exercise of their
Rights in an additional amount not to exceed twice the number of shares issuable
upon full exercise of their Rights. If there are insufficient Shares to fill
all over-subscriptions, the Shares which are available will be allocated among
those shareholders who elect to over-subscribe pro rata to the number of Shares
for which they elect to over-subscribe. To exercise this over-subscription
privilege, the appropriate block on the Rights Certificate must be completed and
payment in full for the additional Shares must accompany the Rights Certificate.
Payments for over-subscriptions will be held by the Company, and refunds will be
made, without interest, to the extent over-subscriptions are not honored due to
proration. Payment must be made in United States dollars in cash or by bank
certified or cashiers check, or by check, money order or wire transfer of good
funds, payable to the order of the Company. Once a shareholder has exercised a
Right, the exercise is irrevocable. Certificates for the Shares will be mailed
as soon as practicable after the Rights Expiration Date.
4
<PAGE>
The address to which the Rights Certificates and payments should be mailed
or delivered is:
If by mail, to
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 837
Midtown Station
New York, New York 10018
If by hand or overnight delivery, to
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway, 13th Floor
New York, New York 10271
Questions about how to subscribe for Shares may be directed to Mr. Daniel
T. Rowe, Secretary, at (516) 465-2238 or Ms. Carol J. Bergmann, Assistant
Corporate Secretary, at (516) 465-2212.
The instructions accompanying the Rights Certificate should be read and
followed carefully. No subscriptions will be accepted until the Company has
received a fully completed and duly executed Rights Certificate and payment of
the Subscription Price. The risk of delivery of Rights Certificates and
payments to the Company will be borne by the holders of Rights and not by the
Company. If the mail is used to exercise Rights, it is recommended that
registered or certified mail be used.
Where requests are promptly made by shareholders of record on the Record
Date who hold stock for beneficial owners, the Company will deliver Rights
Certificates on the same basis as if such beneficial owners were record holders
on that date, but the Company reserves the right to deny split-ups of Rights
Certificates which would result in Rights Certificates which are not in exact
multiples of five Rights where the results, in the judgment of the Company,
would be inconsistent with the terms of the offering.
All questions as to the validity, form, eligibility and acceptance of any
exercise of Rights will be determined by the Company. The Company may waive any
defect or irregularity, permit a defect or irregularity to be corrected within
such time as it may determine, or reject the exercise of any Right because of
any defect or irregularity.
THE COMPANY
State Bancorp, Inc. (the "Company") was incorporated under the laws of New
York on November 25, 1985. The acquisition by the Company of 100% of the shares
of State Bank of Long Island (the "Bank") on a share for share basis, was
consummated as of the close of business on June 24, 1986.
The Company has no other subsidiaries and does not engage in any activities
other than acting as holding company for the common stock of the Bank. The
business of the Company is conducted through the Bank, which continues to
conduct its business in the same manner as it had done before the
5
<PAGE>
effective date of the reorganization. The Bank, therefore, accounts for all of
the consolidated assets and revenues of the Company.
The Company is subject to supervision and regulation by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board") pursuant to
the Bank Holding Company Act of 1956, as amended. The Bank is subject to
periodic examination and regulation by the State of New York Banking Department
and the Federal Deposit Insurance Corporation.
The Bank was organized in 1966 and is the only independent commercial bank
headquartered in New Hyde Park. It provides general banking services to
residents and businesses located substantially in the eastern end of Queens
County, Nassau County and the western end of Suffolk County. It offers a full
range of deposit products including checking, fixed and variable rate savings,
time, money market and IRA and Keogh accounts. Credit services offered include
commercial mortgages, commercial and installment loans, home equity lines of
credit, residential mortgages and auto loans. In addition, the Bank provides
merchant credit card services, access to annuity products and offers a consumer
debit card with membership in a national ATM network. The Bank currently has
ATMs at five of its eight branch locations.
There is strong competition in the area serviced by the Bank from branches
of several savings banks and savings and loan associations, as well as branches
of the major New York City commercial banks. Of these, the Bank is considerably
smaller in size than virtually all of its commercial competitors, and
approximates the size of only one or two of its thrift competitors.
Nonetheless, the Bank has demonstrated the ability to compete profitably with
larger financial institutions.
The Bank's business is not of a seasonal nature nor does it depend on one
or a few large customers for its existence. The Bank does not have any foreign
commitments, with the exception of letters of credit issued on behalf of several
of its depositors. The Bank's nature and conduct of business have remained
unchanged since the close of 1995.
In 1979, the Bank established the New Hyde Park Leasing Corporation to
lease various types of commercial equipment. During 1994, the Bank established
SB ORE Corp. to hold foreclosed property acquired in connection with extensions
of credit. Total operating income and income before income taxes of these
subsidiaries are less than ten percent of the respective amounts for the
consolidated entity.
Compliance with provisions regulating environmental controls will have no
effect upon the capital expenditures, earnings or competitive position of the
Company.
The Company employed 137 full-time and 37 part-time officers and employees
as of December 31, 1995.
The Company's principal executive offices are located at 699 Hillside
Avenue, New Hyde Park, New York 11040. Its telephone number is (516) 437-1000.
USE OF PROCEEDS
The estimated net proceeds to be received by the Company from the sale of
the Shares will be approximately $10,100,376, after the payment of all expenses
of the offering, if the Shares offered hereby are subscribed for in full. The
Company expects that all of the net offering proceeds will be used to
6
<PAGE>
provide equity capital for the Bank to increase its capacity for growth in its
loan portfolio and other working capital needs.
To the extent the net proceeds are not immediately used for the foregoing
purposes, the Company intends to invest in short-term instruments and other
liquid investments.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Prospectus is summary in nature, does not purport to be a full and
complete statement of the business, affairs and financial condition of the
Company and should be read in conjunction with the documents of the Company
listed below which have been filed with the Commission and are hereby
incorporated by reference into this Prospectus. Copies of these documents
(excluding exhibits) will be provided without charge to each person to whom this
Prospectus is delivered upon oral or written request to Mr. Daniel T. Rowe,
Secretary, State Bancorp, Inc., 699 Hillside Avenue, New Hyde Park, New York
11040, telephone (516) 465-2238.
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
(ii) The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995, as filed on May 16, 1996.
(iii) The Company's Annual Report on Form 10-K/A-2 for the year ended
December 31, 1995, as filed on May 29, 1996.
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, as filed on May 10, 1996.
(v) The Company's Current Report on Form 8-K, as filed on May 10, 1996,
with respect to an increase in the Company's authorized capital stock
and with respect to the election of four directors to the Company's
Board of Directors.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, and
prior to the termination of the offering made hereby, shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which 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 Prospectus.
COMMON STOCK OF THE COMPANY
The Company's authorized capital stock consists of 20 million shares of
Common Stock, par value $5.00 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. 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. 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.
Chemical Mellon Shareholder Services is the transfer agent for the Company.
7
<PAGE>
VOTING RIGHTS. Each share of Common Stock is entitled to one vote on each
matter submitted to a vote of the Shareholders. The Board of Directors is
elected on a staggered basis with approximately one-third of all directors
elected each year. Shareholders do not have cumulative voting rights with
respect to any matters to be voted upon, including the election of directors.
Without cumulative voting, the holders of a majority of the outstanding voting
stock could elect all of the directors.
DIVIDEND RIGHTS. Holders of the Common Stock will be entitled to dividends
when, as, and if declared by the Board of Directors of the Company out of funds
legally available for the payment of dividends. Under New York State
corporation law, dividends are payable out of surplus only, and may be declared
and paid by the Company except when the Company currently is insolvent or would
thereby be made insolvent.
ANTI-TAKEOVER PROVISIONS. The Certificate of Incorporation and Bylaws of the
Company contain provisions designed to assure continuity of management and to
discourage sudden changes in control of the Board of Directors by a party
seeking control of the Company.
OMISSION OF CUMULATIVE VOTING. The omission of cumulative voting from the
Company's Certificate of Incorporation may be considered anti-takeover in
nature. Cumulative voting entitles each Shareholder to as many votes as equal
the number of shares owned by him multiplied by the number of directors to be
elected. A Shareholder may cast all these votes for one candidate or distribute
them among any two or more candidates. Cumulative voting is optional under the
State Banking Law and under the New York State Business Corporation Law.
OPPOSITION TO A TENDER OFFER. The Certificate of Incorporation enables the
Board of Directors to oppose a tender or other offer for its securities on the
basis of factors other than economic benefit to Shareholders, such as the impact
the acquisition of the Company would have on the community, the effect of the
acquisition upon employees, depositors and customers, and the reputation and
business practices of the tender offeror.
CLASSIFICATION OF BOARD OF DIRECTORS. The Certificate of Incorporation
provides for the division of the Board of Directors into three classes, as
nearly equal as possible. Each class of directors is elected for a term of
three years. As a result, only one class of directors is elected at each annual
meeting of the Shareholders of the Company. Any vacancy on the Board may be
filled by a majority vote of the remaining directors. Directors elected in this
manner to fill a vacancy will serve only until the next election of the
directors by the Shareholders, at which time the Shareholders will elect a new
director to serve the unexpired portion of the vacated term.
This provision would extend the time required to change control of the Board
and would tend to discourage any unauthorized takeover bids for the Company.
Under this classification provision, it may require at least two annual meetings
for even a majority of the Shareholders to make a change in control of the
Board.
SPECIAL APPROVAL REQUIREMENTS FOR CERTAIN BUSINESS COMBINATIONS. Legal
requirements applicable to the Company require that 66-2/3% of the outstanding
shares of the Company's Stock approve business combinations. Under New York
State corporation law, and in the absence of any additional requirements imposed
by a corporation's certificate of incorporation, mergers, consolidations and
most other business combinations must also be approved by 66-2/3% of the
outstanding shares. Thus, a takeover bidder could acquire two-thirds of the
outstanding common stock through any combination of private purchase, open
8
<PAGE>
market purchase or tender offer, and then complete the acquisition by a business
combination such as a merger, sale of assets or other transaction and thus force
out the remaining one-third.
Instead, the Certificate of Incorporation of the Company adopts a standard
for business combinations which requires the approval of (i) the holders of 75%
of the Company's outstanding stock, provided that such transaction has received
the prior approval of 66-2/3% of the entire Board of Directors, or (ii) the
holders of 66-2/3% of the Company's outstanding stock, provided that such
transaction has received the prior approval of 80% of the entire Board of
Directors.
In addition, business combinations involving the Company or any of its
subsidiaries and a Shareholder who owns, directly or indirectly, not less than
5% of the voting shares of the Company, shall require the approval of at least
95% of the Company's outstanding capital stock, unless certain conditions are
met regarding the consideration to be received by Shareholders of the Company as
well as other financial requirements.
VOTE REQUIRED TO AMEND CERTAIN PROVISIONS. The Certificate of Incorporation
provides that those Articles relating to opposition to tender offers,
classification of the Board, and certain business combinations, may not be
amended, altered, changed, or repealed without the affirmative vote of at least
80% of the outstanding shares entitled to vote. As of April 26, 1996, the
directors and principal officers of the Company held approximately 6.56% of the
outstanding Common Stock of the Company.
NOMINATIONS FOR DIRECTORS. The Bylaws of the Company provide that, with
certain exceptions, nominations of candidates for election as directors of the
Company, other than those made by directors of the Company, must be made in
writing by Shareholders entitled to cast at least five (5) percent of the
outstanding capital stock, and delivered or mailed to the Secretary of the
Company not less than thirty (30) days prior to any Shareholders' Meeting called
for the election of directors. The notification must contain certain
information, to the extent known to the nominating Shareholder. This provision
could be viewed as anti-takeover in nature since it may make it more difficult
for Shareholders to nominate candidates and may give an advantage to incumbent
management's nominees.
The overall effect of the Certificate of Incorporation and Bylaw provisions
described above may be to deter a future tender offer or other takeover attempt
that some Shareholders might view to be in their best interests as the offer
might include a premium over the market price of the Company's Common Stock at
that time. In addition, these provisions may have the effect of assisting the
Company's current management in retaining its position and place it in a better
position to resist changes which Shareholders may want to make if dissatisfied
with the conduct of the Company's business. There are no other anti-
takeover provisions in the Certificate of Incorporation or Bylaws, and there are
no present plans to adopt other anti-takeover provisions.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report for the year ended December 31, 1995 have been audited
by Deloitte & Touche LLP, independent auditors, as set forth in their report
thereon. Such consolidated financial statements are incorporated herein by
reference in reliance upon the authority of such firm as experts in
accounting and auditing.
9
<PAGE>
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Messrs. Holman and Rosenberg, Roslyn Heights, New York,
and Bryan Cave LLP, New York, New York, special counsel to the Company, has
passed upon certain legal matters.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution of the
securities being registered are:
SEC Filing Fees . . . . . . . . . . . . . . . . . . . . . . $3,521.27
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 65,500.00
Transfer Agent's Fees. . . . . . . . . . . . . . . . . . . 10,000.00
Accounting Fees and Expenses. . . . . . . . . . . . . . . . .7,400.00
Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . .1,700.00
Printing and Engraving Fees . . . . . . . . . . . . . . . . .2,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .2,378.73
----------
Total expenses. . . . . . . . . . . . . . . . . . . . . . .$93,000.00
----------
----------
____________________
Item 15. Indemnification of Directors and Officers.
Sections 721-726 of the Business Corporation Law of New York grant each
corporation organized thereunder certain powers to indemnify its officers and
directors against liability for certain of their acts. Article V of the
registrant's By-Laws generally provides that the registrant shall, to the full
extent permitted by Sections 721-726 of the Business Corporation Law of New
York, as from time to time amended, indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he/she is or was a Director or Officer
of the Corporation or of any of its subsidiaries.
In addition, Article V of the registrant's by-laws provide that the
registrant may to the full extent permitted by the New York Business Corporation
Law, as amended from time to time, indemnify all persons whom it is empowered to
indemnify pursuant thereto.
Item 16. Exhibits
Exhibit Exhibit
No. -------
- -------
2 Plan of acquisition and reorganization incorporated by reference to
Exhibit A to the Registrant's Registration Statement on Form S-4 (File
No. 33-2958)(the "Form S-4 Registration Statement").*
4 Instruments defining the rights of security holders incorporated by
reference to pages 22 through 28 of the Form S-4 Registration
Statement.*
5 Opinion of Holman and Rosenberg.*
ii-1
<PAGE>
23.1 Consent of Deloitte & Touche LLP, Independent Certified Public
Accountants.
23.2 Consent of Holman & Rosenberg (Included in Exhibit 5)*
24 Power of Attorney (included on signature page)*
- --------------
* As previously filed.
Item 17. 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;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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;
(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.
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 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.
II-2
<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-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Hyde Park, State of New York, on
this 29th day of May 1996.
STATE BANCORP, INC.
By: *
----------------------------
Thomas F. Goldrick, Jr. President
POWER OF ATTORNEY
-----------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
* Chairman of the Board May 29, 1996
- --------------------------- and President (Principal
Thomas F. Goldrick, Jr. Executive Officer)
/s/ Daniel T. Rowe Secretary and Director May 29, 1996
- --------------------------- (Principal Financial Officer)
Daniel T. Rowe
* Comptroller May 29, 1996
- --------------------------
Brian K. Finneran
* Vice Chairman of the May 29, 1996
- -------------------------- Board
Gary Holman
* Director May 29, 1996
- --------------------------
Robert J. Grady
* Director May 29, 1996
- --------------------------
Carl R. Bruno
* Director May 29, 1996
- --------------------------
J. Robert Blumenthal
* Director May 29, 1996
- --------------------------
Richard W. Merzbacher
<PAGE>
Signature Title Date
- --------- ----- ----
* Director May 29, 1996
- --------------------------
Joseph F. Munson
* Director May 29, 1996
- --------------------------
John F. Picciano
* Director May 29, 1996
- --------------------------
Raymond M. Placentini
Director May , 1996
- --------------------------
Suzanne H. Rueck
* By /s/ Daniel T. Rowe
- -------------------------- May 29, 1996
Attorney-in-Fact
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 3 to
Registration Statement No. 333-2367 of State Bancorp, Inc. on Form S-3 of our
report dated January 26, 1996, incorporated by reference in the Annual Report
on Form 10-K of State Bancorp, Inc. for the year ended December 31, 1995, and
to the reference to us under the heading "Experts" in the Prospectus, which
is part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
Jericho, New York
May 29, 1996
