SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
STATE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2)of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14(a)-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
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<PAGE>
STATE BANCORP, INC.
699 Hillside Avenue
New Hyde Park, New York 11040
(516) 437-1000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of STATE BANCORP, INC.:
At the direction of the Board of Directors of State Bancorp, Inc. (the
"Company"), NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
the Company will be held at the New Hyde Park Inn, 214 Jericho Turnpike, New
Hyde Park, New York, on April 28, 1998 at 10:00 A.M. (local time), for the
following purposes:
1. To elect four (4) directors.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 20,
1998 as the record date for determination of Stockholders entitled to notice of
and to vote at the meeting, and only Stockholders of record on said date will be
entitled to receive notice of and to vote at said meeting.
PLEASE TAKE NOTICE that the By-Laws of the Company were amended and
restated in September, 1997. Certain of the amendments and restatements regulate
the election of directors to be held at the meeting. A concise statement of the
changes made which affect the election of directors follows:
1
<PAGE>
Article Section Statement of Changes
- ------- ----------- ------------------------------------------------
I 104 (a) Written notice of stockholder meetings
shall be given not less than ten (10) nor
more than fifty (50) days before the
meeting. (b) Any previously scheduled
meeting of stockholders may be postponed by
resolution of the Board of Directors.
I 105 (a) The Chairman of the Board shall preside at
all stockholders' meetings.
(b) The presiding officer, or a majority of
the shares present at a stockholders' meeting,
may adjourn the meeting, whether or not a
quorum is present.
I 106 Inspectors of Election must make a written
report. Inspectors may include individuals
who serve the Company in other capacities.
I 108(B) (1) Nominations for election of directors and
the proposal of business at an annual meeting
of stockholders may be made: (a) pursuant to
the Company's notice of meeting; (b) by or at
the direction of the Board of Directors; or
(c) by any stockholder of record of the
Company who follows the notice procedures of
this By-Law.
(2) For nominations or other business to be
properly brought before an annual
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<PAGE>
stockholders' meeting by a stockholder, the
stockholder must have given timely notice
thereof in writing to the Secretary of the
Company. To be timely, a notice shall be
delivered to the Secretary at the principal
executive offices of the Company not later
than 90 days nor earlier than 120 days prior
to the first anniversary of the preceding
year's annual meeting.
I 108(D) (1) Only such persons who are nominated in
accordance with the procedures set forth in
this By-Law shall be eligible to serve as
directors and only such business shall be
conducted at a stockholders' meeting as shall
have been brought before the meeting in
accordance with the procedures set forth in
this By-Law. The Chairman of the meeting
shall have the duty and power to determine
whether a nomination or any business proposed
to be brought before the meeting was made or
proposed, as the case may be, in accordance
with the procedures set forth in this By-Law
and, if not so made or proposed, to declare
that such defective nomination or proposal
shall be disregarded.
The full text of each such By-Law is set forth below.
3
<PAGE>
Section 104. Notice of the Meetings.
------------ -----------------------
(a) Written or printed notice, stating the place, day and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be
delivered by the Company not less than ten (10) days nor more than fifty (50)
days before the date of the meeting, either personally or by first class mail,
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid, addressed to the stockholder at his address as it
appears on the stock transfer books of the Company or at such other address
given by the stockholder in accordance with law.
(b) Any previously scheduled meeting of the stockholders may be postponed,
and any special meeting of the stockholders may be canceled, by resolution of
the Board of Directors upon public notice given prior to the date previously
scheduled for such meeting of stockholders.
Section 105. Conduct of Stockholders' Meetings; Adjournment.
------------ -----------------------------------------------
(a) The Chairman of the Board shall preside at all stockholders'
meetings. In the absence of the Chairman of the Board, the President shall
preside or, in his/her absence, the Vice Chairman of the Company. The Officer
presiding over the stockholders' meeting may establish such rules and
regulations for the conduct of the meeting as he/she may deem to be reasonably
necessary or desirable for the orderly and expeditious conduct of the meeting,
and shall fix and announce at the meeting the date and time of the
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<PAGE>
opening and the closing of the polls for each matter upon which the stockholders
will vote at the stockholders' meeting. Subject to Section 202 of these By-Laws,
unless the Officer presiding over the stockholders' meeting otherwise requires,
stockholders need not vote by ballot on any question.
(b) The presiding Officer at a stockholders' meeting or a majority of the
shares of the Company present thereat, represented in person or by proxy, may
adjourn the meeting from time to time, whether or not there is a quorum. No
notice of the time and place of adjourned meetings need be given except as
required by law. The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 106. Inspectors of Election.
------------ -----------------------
Two inspectors of election shall be appointed by the Board of Directors to
serve at each annual or special meeting of stockholders and to make a written
report thereof, and if any inspector shall fail to serve, the presiding
Officer shall appoint an inspector in his place.
Such inspectors may include individuals who serve the Company in other
capacities, including, without limitation, as officers, employees, agents or
representatives.
Section 108. Notice of Stockholder Business and Nominations.
------------ -----------------------------------------------
(a) Annual Meetings of Stockholders.
--------------------------------
(1) Nominations of persons for election to the Board of
Directors of the Company and the proposal of business to be
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<PAGE>
considered by the stockholders may be made at an annual meeting of stockholders
(A) pursuant to the Company's notice of meeting, (B) by or at the direction of
the Board of Directors or (C) by any stockholder of the Company who was a
stockholder of record at the time of giving of notice provided for in this
By-Law, who is entitled to vote at the meeting, who (in the case of nominations
of persons for election to the Board of Directors of the Company) is entitled to
cast votes with respect to at least five (5) percent of the outstanding capital
stock of the Company and who complies with the notice procedures set forth in
this By-Law.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Company not
later than the close of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting
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<PAGE>
or the 10th day following the day on which public announcement of the date of
such meeting is first made by the Company. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reason for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made, (I) the name and
address of such stockholder, as they appear on the stock transfer books of the
Company, and of such beneficial owner, and (ii) the class and number of shares
of the Company which are owned beneficially and of record by such stockholder
and such beneficial
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<PAGE>
owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of
this By-Law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is no
public announcement by the Company naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this By-Law shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the Company
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Company.
(b) Special Meetings of Stockholders.
------------------------------------
Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Company's notice
of meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the Company's notice of meeting (a) by or at the
direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting,
by any stockholder of the Company who is a stockholder
of record at the time of giving of notice provided for in this By-Law, who shall
be entitled to vote at the meeting and who complies with the notice procedures
set forth in
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<PAGE>
this By-Law. In the event the Company calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Company's notice of meeting, if
the stockholder's notice required by paragraph (a)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.
(C) General.
--------
(1) Only such persons who are nominated in accordance with the procedures
set forth in this By-Law shall be eligible to serve as directors and only such
business shall be conducted at a meeting of the stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
By-Law. Except as otherwise required by law, the Officer presiding over such
stockholders' meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance
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<PAGE>
with the procedures set forth in this By-Law and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that such defective
proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones New Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights (I) of
stockholders to request inclusion of proposals in the Company's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any
series of Preferred Stock to elect directors under specified circumstances.
By order of the Board of Directors
Brian K. Finneran, Secretary
March 27, 1998
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
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<PAGE>
1998 PROXY STATEMENT
STATE BANCORP, INC.
699 Hillside Avenue
New Hyde Park, New York 11040
(516) 437-1000
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be Held April 28, 1998
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are being furnished to
the shareholders (the "Stockholders") of State Bancorp, Inc. (the "Company"), a
New York State corporation, in connection with the solicitation by the Board of
Directors of the Company of proxies to be voted at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held on April 28, 1998 at
10:00 A.M. (local time) at the New Hyde Park Inn, 214 Jericho Turnpike, New Hyde
Park, New York, and at any adjournments thereof.
The approximate date on which this Proxy Statement and
form of proxy are being first sent or given to the Stockholders is
March 27, 1998.
The Proxy
- ---------
Your Proxy is solicited by the Board of Directors of the Company for use at the
Meeting and at any adjournments thereof.
If the enclosed form of proxy is properly executed and
1
<PAGE>
returned to the Company prior to or at the Meeting and is not revoked prior to
or at the Meeting, all shares represented thereby will be voted at the Meeting
and, where instructions have been given by the Stockholder, will be voted in
accordance with such instructions. As stated in the form of proxy, if the
Stockholder does not otherwise specify, his or her shares will be voted for the
election of the nominees set forth in this Proxy Statement as directors of the
Company. The solicitation of proxies will be by mail, but proxies may also be
solicited by telephone, telegraph or in person by officers and other employees
of the Company and its wholly-owned subsidiary, STATE BANK OF LONG ISLAND (the
"Bank"). The entire cost of this solicitation will be borne by the Company or
the Bank. Should the Company, in order to solicit proxies, request the
assistance of other financial institutions, brokerage houses or other
custodians, nominees or fiduciaries, the Company will reimburse such persons for
their reasonable expenses in forwarding the forms of proxy and proxy material to
Stockholders. A Stockholder may revoke his proxy at any time prior to exercise
of the authority conferred thereby, either by written notice received by the
Bank or by the Stockholder's oral revocation at the Meeting. Such written notice
should be mailed to Brian K. Finneran, Secretary, State Bancorp, Inc., 699
Hillside Avenue, New Hyde Park, New York 11040. Attendance at the Meeting will
not in and of itself revoke a proxy.
2
<PAGE>
Capital Stock Outstanding and Record Date
- -----------------------------------------
The Board of Directors has fixed the close of business on
March 20, 1998 as the record date for determination of Stockholders entitled to
notice of, and to vote at, the Meeting. At the close of business on such date,
there were outstanding and entitled to vote at the Meeting 6,233,421 shares, par
value $5 per share, of the Company's Common Stock ("Company Stock"), its only
authorized and issued class of stock. Each of the outstanding shares of the
Company Stock is entitled to one vote at the Meeting with respect to each matter
to be voted upon. There will be no cumulative voting of shares for election of
directors or any other matter to be considered at the Meeting. There are no
rights of appraisal or other similar rights granted to dissenting stockholders
with regard to any matters to be acted upon at the Meeting. A majority of the
outstanding shares of Company Stock entitled to vote, present in person or
represented by proxy, shall constitute a quorum. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum at the Meeting for the transaction of business.
A stockholder may, with respect to the election of directors: (I) vote for the
election of all four nominees; (ii) withhold authority to vote for all such
nominees; or (iii) withhold authority to vote for any of such nominees by so
indicating in the appropriate space on the proxy. Directors shall be elected by
a plurality of the votes cast by stockholders holding shares of Company Stock
entitled to vote for the election of directors.
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Consequently, votes that are withheld in the election of
directors and broker non-votes will have no effect on the election.
Principal Officers
- ------------------
The names and positions of the current executive officers of the Company are as
follows:
Name Position (and served since)
---- ---------------------------
Thomas F. Goldrick, Jr. Chairman (1990)
Daniel T. Rowe President (1997)
Richard W. Merzbacher Vice Chairman (1997)
The age and five-year employment history of each executive
officer of the Company is set forth in the following section concerning the
executive officers of the Bank.
All executive officers of the Company and the Bank are serving
one-year terms.
The names, ages and positions of the current executive officers
of the Bank are as follows:
Name Age Position (and served since)
---- --- ---------------------------
Thomas F. Goldrick, Jr. 57 Chairman (1990)
Richard W. Merzbacher 49 President (1997)
Daniel T. Rowe 48 Vice Chairman (1997)
Frederick C. Braun, III 56 Executive Vice President (1997)
Brian K. Finneran 40 Executive Vice President (1997)
All of the current executive officers of the Bank have been
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employed by the Bank for at least the previous five years.
MANAGEMENT REMUNERATION
Remuneration During the Prior Three Fiscal Years
- ------------------------------------------------
The following table sets forth the aggregate remuneration for
services in all capacities paid by the Company and the Bank, for the fiscal year
ended December 31, 1997 and for each of the two previous fiscal years, to the
chief executive officer and to each executive officer of the Company or the Bank
whose aggregate direct remuneration exceeded $100,000 for such year, for
services rendered to the Company or the Bank.
5
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
----------------------------------- ----------------------------------
Awards Payouts
--------------------- -------
Other All
Annual Restricted Securities other
Name and Compen- Stock Underlying LTIP compen-
principal Year Salary Bonus sation Awards Options Payouts sation
position ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. 1997 275,000 (1) 154,985 (2) 7,050 (3) -0- 2,500 -0- 10,524 (4)
Goldrick, Jr. 18,670 (5)
Chairman 1996 257,000 (1) 115,388 (2) 6,150 (3) -0- 2,500 -0- 10,520 (4)
and Chief 13,750 (5)
Executive 1995 257,000 (1) 115,327 (2) 4,800 (3) -0- 2,500 -0- 3,150 (4)
Officer 13,620 (5)
Richard W. 1997 200,000 108,982 (2) 6,500 (3) -0- 2,000 -0- 2,875 (4)
Merzbacher, 18,670 (5)
President/Vice 1996 184,000 80,056 (2) 5,050 (3) -0- 2,000 -0- 2,875 (4)
Chairman 13,750 (5)
1995 184,000 80,030 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
13,620 (5)
Daniel T. Rowe, 1997 200,000 108,714 (2) 6,500 (3) -0- 2,000 -0- 2,598 (4)
Vice Chairman/ 18,670 (5)
President 1996 179,000 77,636 (2) 6,150 (3) -0- 2,000 -0- 2,598 (4)
13,750 (5)
1995 179,000 77,565 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
13,620 (5)
Frederick C. 1997 143,000 72,074 (2) -0- -0- 1,500 -0- 3,150 (4)
Braun, III, 18,670 (5)
Executive Vice
President (6)
Brian K. 1997 133,000 (1) 66,500 (2) -0- -0- 1,500 -0- 692 (4)
Finneran, 18,226 (5)
Executive Vice
President (6)
6
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<FN>
(1) A portion of the salary of Mr. Goldrick for 1995, 1996 and 1997 and of
Mr. Finneran for 1997 has been deferred and is reflected in the amount
shown. The amount deferred accrues interest, during each calendar
month, at the Bank's Prime Rate as in effect on the first day of such
calendar month.
(2) The amount shown includes deferred compensation (see "Management
Remuneration: Deferred Compensation Plans").
(3) Director's fees (see page 3).
The value of personal benefits which might be attributable to normal
management or executive personal benefits cannot be specifically or
precisely determined; however, Management does not believe that such
value would exceed, for any named individual, 10% of such individual's
salary and bonus shown on the table.
(4) A death benefit, funded by life insurance, is provided in an amount
equal to three times annual salary. Amounts shown reflect premiums paid
for life insurance on the executive officers listed including the
portion of the premium paid pursuant to a split-dollar arrangement.
(5) Amounts shown reflect the Company's contributions to the Corporation's
Employee Stock Ownership Plan and 401(k) Plan
set aside or accrued during the year.
(6) Messrs. Braun and Finneran were elected as Executive Vice Presidents
in February, 1997.
</FN>
</TABLE>
Compensation Pursuant to Plans
- ------------------------------
Employee Stock Ownership Plan. In 1988, sponsorship of the Bank's defined
contribution Retirement Plan was transferred to the Company and the Plan was
amended and restated as an Employee Stock Ownership Plan ("ESOP"). Company
contributions to the ESOP represent a minimum of three percent of an employee's
annual gross compensation. Employees become twenty percent vested after two
years of employment, with full vesting taking place upon completion
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of six years employment.
401(k) Plan. The Bank maintains a 401(k) Plan which covers substantially all
full-time employees. Employees may contribute up to sixteen percent of annual
gross compensation. One-half of employee contributions are matched, to a maximum
of three percent of an employee's annual gross compensation, by Bank
contributions. Employees are fully vested in both their own and Bank
contributions.
Change of Control Employment Agreements. In September and October of 1997, the
Company entered into certain employment agreements with each of Thomas F.
Goldrick, Jr., Chairman of the Company and of the Bank, Daniel T. Rowe,
President of the Company and Vice Chairman of the Bank, Richard W. Merzbacher,
Vice Chairman of the Company and President of the Bank, Frederick C. Braun,
Executive Vice President of the Bank, and Brian K. Finneran, Secretary of the
Company and Executive Vice President of the Bank. Under these agreements, each
of these officers has agreed to remain employed by the Company for a specified
period after a "change of control" of the Company ("Employment Period") at an
annual base salary at least equal to twelve times the highest monthly base
salary paid to such officer during the twelve-month period immediately preceding
the month in which the change of control occurs. In addition, each such officer
will be awarded an annual cash bonus for each fiscal year ending during the
Employment Period equal to such Officer's highest bonus for the last three full
fiscal years prior to the change of control (annualized in the
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<PAGE>
event that such officer was not employed by the Company for the whole of such
fiscal year) (the "Recent Annual Bonus"). If such officer resigns for good
reason during his or her Employment Period, or such officer's employment is
terminated other than for cause or disability during that period, then the
Company will be obligated to pay to such officer a lump-sum amount equal to the
sum of (I) certain accrued obligations of the Company to such officer through
the date of termination, including a prorated bonus based upon the higher of the
Recent Annual Bonus and the bonus for the most recent fiscal year during the
Employment Period (annualized in the event that such officer was not employed by
the Company for the whole of such fiscal year) (such higher amount, the "Highest
Annual Bonus"), (ii) three times (two times in the case of Messrs. Braun and
Finneran) the sum of such officer's annual base salary and Highest Annual Bonus
and (iii) an amount designed to provide such officer with the equivalent of
three years (two years in the case of Messrs. Braun and Finneran) of accrual of
benefits under the Employee Stock Ownership Plan and in the case of Messrs.
Goldrick, Rowe, Merzbacher and Braun, the Deferred Compensation Agreement by and
between the Bank and such officer, dated as of April 1, 1994 (January 1, 1996 in
the case of Mr. Braun). Such officer will also be entitled to continued employee
benefits for a period of three years (two years in the case of Messrs. Braun and
Finneran) after the date of termination.
Deferred Compensation Plans. The Bank has in effect a
non-qualified deferred compensation plan (each, a "Plan") for each
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officer for whom contributions under the ESOP are limited by the applicable
provisions of the Internal Revenue Code. Each Plan provides for a credit to an
account for each such officer of an amount equal to the excess of: (A) the
amount of the contribution to the ESOP for such officer in the absence of such
Internal Revenue Code limitations over (B) the actual amount of such
contribution. The amount credited to each Plan accrues interest, during each
calendar month, at the Bank's Prime Rate as in effect on the first day of such
calendar month.
Incentive Stock Option Plans. The following tables show, as to the chief
executive officer and executive officers previously named, information with
respect to options granted to and exercised during the fiscal year ended
December 31, 1997 and as to unexercised options held at the end of such fiscal
year and the dollar value of such unexercised options.
10
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year(1)
------------------------------------
Potential
realizable
value at
assumed annual
rates of stock
price apprecia-
tion for option
Individual Grants term (2)
----------------------------------------------------------- -----------------------
Percent
of total
options
granted
to Exercise
Options employees or base Expir-
Granted in fiscal price ation
(#)(3) year(%) ($/Sh) date 5%($) 10%($)
Name
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. 2,500 6.83 13.38 1/21/05 15,965 38,239
Goldrick,
Jr.
Richard W. 2,000 5.46 13.38 1/21/05 12,772 30,591
Merzbacher
Daniel T. 2,000 5.46 13.38 1/21/05 12,772 30,591
Rowe
Frederick 1,500 4.10 13.38 1/21/05 9,579 22,943
C. Braun,
III
Brian K. 1,500 4.10 13.38 1/21/05 9,579 22,943
Finneran
<FN>
(1) The options discussed above were granted under the Company's 1994
Incentive Stock Option Plan, which is administered by the Stock Option
Committee of the Board. Such options may be granted to any key
employee of the Company or a subsidiary. The option price may not be
less than 100% of the fair market value or book value, whichever is
greater, of the Company Stock at the time of grant. Options are
"Incentive stock options", within the meaning of Section 422A of the
Internal Revenue Code. No option may have a life of more than 10 years
from the date of grant.
11
<PAGE>
(2) The 5% and 10% assumed rates of appreciation are mandated by the rules
of the Securities and Exchange Commission and are not an estimate or
projection of future prices for Company Stock.
(3) These options are subject to a five-year vesting schedule (0% the
first year and 25% in each of the following four years).
</FN>
</TABLE>
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
Value of
unexercised
Unexercised in-the-money
options options
at fiscal at fiscal
Shares year-end year-end
Acquired # (1) $ (2)
on Value ------------- -------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) unexercisable unexercisable
- --------------------------------------------------------------------------------
Thomas F. -0- -0- 19,672/4,761 368,240/71,810
Goldrick, Jr.
Richard W. -0- -0- 15,095/4,522 283,919/69,486
Merzbacher
Daniel T. -0- -0- 15,095/4,522 283,919/69,486
Rowe
Frederick C. -0- -0- 9,185/3,391 169,947/52,112
Braun, III
Brian K. 573 5,224 7,059/3,391 128,703/52,112
Finneran
(1) Amounts shown reflect adjustments made by reason of the payment of
stock dividends and stock splits since the respective dates of the
option grants.
(2) Represents the difference between the exercise price of the options
and the closing bid price of Company Stock on December 31, 1997 of
$25.75 per share.
Directors Incentive Retirement Plan. The Company had in
effect a Directors Incentive Retirement Plan for directors of the
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<PAGE>
Company (other than the President) who elected to retire after having completed
certain minimum service requirements. Under the plan, an eligible director who
elected to retire was entitled to receive, for a period of five years after such
retirement, a yearly amount equal to the highest annual amount received by such
director from the Company or the Bank for his services to the Company or the
Bank during the five years immediately preceding such retirement. At the present
time, two (2) former directors of the Company are receiving payments under the
Plan. Amounts paid or accrued under the Plan during the fiscal year ended
December 31, 1997 amounted to $71,571.
The Bank maintains several contributory and non-contributory medical
and disability plans covering all officers as well as all full-time employees.
At present, the directors and officers of the Company are not
separately compensated for services rendered by them to the Company, and it
presently is contemplated that such will continue to be the policy of the
Company.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Personnel and Compensation Committee is authorized to
review and recommend to the Board of Directors compensation levels
of Company and Bank directors and officers and Bank staffing
requirements. The Committee held six (6) meetings in 1997 and in
such year consisted of J. Robert Blumenthal, Robert J. Grady,
Raymond M. Piacentini, John F. Picciano and Thomas F. Goldrick, Jr.
Mr. Goldrick is the Chairman and Chief Executive Officer of both
13
<PAGE>
the Company and the Bank.
Board Compensation Committee Report on Executive Compensation
- -------------------------------------------------------------
Cash compensation policies applicable to the Company's and
the Bank's executive officers are reviewed as regards the separate components of
base salary and supplemental compensation. Both components of cash compensation
are viewed in consideration of the Company's performance during the most recent
fiscal year, and as compared with its selected peers operating within the
Company's geographical market area. Base compensation is subject to the
performance evaluation of Committee members, giving consideration to various
competitive influences, while supplemental compensation is viewed in light of
specific performance criteria as established in the guidelines of the Company
and the Bank for such supplemental compensation. The recommendations of the
Personnel and Compensation Committee are then presented for approval to the
Board of Directors of the Bank, which must approve the compensation packages for
all executive officers and the making of supplemental payments pursuant to the
guidelines of the Company and the Bank for such payments.
The compensation of Thomas F. Goldrick, Jr., Chairman and Chief
Executive Officer of the Company and the Bank, is reviewed annually by the
Committee and considered in light of specific profitability ratios, such as
Return on Assets and Return on Equity. Additionally, the Committee reviews the
growth of the Company and the Bank, the resultant increase in market share, and
various other competitive factors bearing upon its determination of
14
<PAGE>
appropriate compensation levels for the Chief Executive Officer, as well as the
other Executive Officers.
The foregoing report has been furnished by Messrs. J.
Robert Blumenthal, Robert J. Grady, Raymond M. Piacentini, John F.
Picciano and Thomas F. Goldrick, Jr.
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total stockholder return on Company Stock with the cumulative total
return of the NASDAQ Market Index, and the cumulative total returns of 86 Middle
Atlantic NASDAQ Banks.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG STATE BANCORP, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX*
(LINE GRAPH)
ASSUMES $100 INVESTED ON JAN 1, 1993
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
* SOURCE: MEDIA GENERAL FINANCIAL SERVICES
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY 1992 1993 1994 1995 1996 1997
STATE BANCORP INC 100 104.78 121.93 194.25 193.96 507.53
PEER GROUP 100 115.62 114.52 153.30 187.77 322.09
BROAD MARKET 100 119.95 125.94 163.35 202.99 248.30
PRINCIPAL STOCKHOLDERS OF THE COMPANY
To the knowledge of Management, as of the record date, March 20, 1998, the only
person owning beneficially or of record more than 5% of the outstanding shares
of the Company Stock was as follows:
15
<PAGE>
Name and Address Nature of Number of Percentage
of Owner Ownership Shares of Class
- ---------------- --------- --------- ----------
State Bancorp, Inc. Beneficial 558,140 8.95%
Employee Stock
Ownership Plan
699 Hillside Avenue
New Hyde Park, NY
The Company is required to identify any director, officer, or person who owns
more than ten percent of a class of equity securities who failed to timely file
with the Securities and Exchange Commission a required report relating to
ownership and changes in ownership of the Company's equity securities. Based on
information provided to the Company by such persons, all officers and directors
of the Company made all required filings during the fiscal year ended December
31, 1997. The Company does not know of any person beneficially owning more than
10% of a class of equity securities.
CERTAIN TRANSACTIONS
Some of the directors and officers of the Company or the Bank and some of the
corporations and firms with which these individuals are associated also are
customers of the Bank in the ordinary course of business, or are indebted to the
Bank in respect of loans of $60,000 or more, and it is anticipated that some of
these individuals, corporations and firms will continue to be customers of, and
indebted to, the Bank on a similar basis in the future. All loans extended to
such individuals, corporations and firms were made in the ordinary course of
business, did not involve
16
<PAGE>
more than normal risk of collectibility or present other unfavorable features,
and were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable Bank
transactions with unaffiliated persons.
During the fiscal year ended December 31, 1997, the law firm of Holman &
Rosenberg LLP of which Gary Holman, a director of the Company and the Bank, was
a member received legal fees from the Company and the Bank totaling $35,262 for
services rendered up to and including February 28, 1997. During the same year,
the law firm of Cahn Wishod & Lamb, LLP, to which firm Mr. Holman became counsel
on March 1, 1997, also received legal fees from the Company and the Bank. The
Company has been informed by Mr. Holman that the amount of such fees paid to
that firm does not exceed five percent of the firm's gross revenues for the
firm's last fiscal year. Except as set forth above, outside of normal customer
relationships, none of the directors or officers of the Company or the Bank or
the corporations or firms with which such individuals are associated currently
maintain or have maintained within the past fiscal year any significant business
or personal relationship with the Bank other than such as arises by virtue of
such individual's or entity's position with or ownership interest in the
Company.
17
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, four (4) directors of the Company are to
be elected to three-year terms, each to serve until his or her
successor is elected and has qualified. The Board of Directors of
the Company has nominated the following persons: J. Robert
Blumenthal, Arthur Dulik, Jr., Joseph F. Munson and Daniel T. Rowe.
All of the nominees are members of the present Board of Directors
of the Company, with terms expiring at the meeting.
Proxies returned by Stockholders and not revoked will be voted for the election
of the above nominees as directors unless Stockholders instruct otherwise on the
proxy. If any nominee shall become unavailable for election, which is not
anticipated, the shares represented by proxies which would otherwise have been
voted for such nominee, in accordance with this Proxy Statement, will be voted
for such substitute nominee as may be designated by the Board of Directors of
the Company.
The following table contains the names and ages of the current directors of the
Company whose terms will continue beyond the Meeting and those directors of the
Company whose terms expire at the Meeting who have been nominated for
re-election, with those directors who presently are nominated for re-election at
the Meeting listed first. Opposite the name of each director is the year such
person's term of office expires, the year each first became a director of the
Company or the Bank, the principal occupation(s) of each during the past five
years and other
18
<PAGE>
directorships of public companies held by each.
Length of
Service as Principal Occupation
Director and During Past 5 Years
Name Expiration and Directorships of
and Age of Term Public Companies(a)
------- ------------ --------------------
Nominees
--------
J. Robert Since 1988 President, Harwyn
Blumenthal (64) Expires 1998 Enterprises Inc.,
Retail shoe stores
Arthur Dulik, Since 1996 Chief Financial Officer
Jr. (51) Expires 1998 Altana Inc.,
Pharmaceuticals
Joseph F. Since 1989 President, TRM Inter-
Munson (49) Expires 1998 national, Inc.,
Insurance underwriting
management
Daniel T. Since 1992 President, State
Rowe (48) Expires 1998 Bancorp, Inc. and
Vice Chairman, State Bank
of Long Island
Directors Continuing in Office
------------------------------
Carl R. Bruno (66) Since 1993 Chief Financial
Expires 2000 Officer, DiFazio
Electric, Inc.,
Electrical
contractors
Thomas F. Since 1980 Chairman and Chief
Goldrick, Jr. (57) Expires 1999 Executive Officer, State
Bancorp, Inc. and State
Bank of Long Island
Robert J. Since 1968 Retired; formerly
Grady (71) Expires 2000 Vice President, Jahn's
Since 1897 Inc.
Restaurants
19
<PAGE>
Gary Since 1968 Vice-Chairman of the,
Holman (67) Expires 2000 Board of Directors, State
Bancorp, Inc. and State
Bank of Long Island; Of
Counsel, Cahn Wishod &
Lamb, LLP, Attorneys;
formerly Partner,Holman &
Rosenberg LLP, Attorneys
Richard W. Since 1989 Vice Chairman,
Merzbacher (49) Expires 2000 State Bancorp, Inc. and
President,State
Bank of long Island
Raymond M. Since 1992 Partner, Piacentini,
Piacentini (44) Expires 1999 Hadlock, Harvey & Co.,
LLC, A Professional
Services Firm
John F. Since 1989 Attorney
Picciano (54) Expires 1999
Suzanne H. Since 1992 Manager, New Hyde Park
Rueck (36) Expires 1999 Inn
(a) Unless otherwise indicated, the business experience of each director
during the past five years was that typical to a person engaged in the
principal occupation listed for each.
The above-listed persons are also presently serving as directors of
the Bank, with the term of each to expire in the same year in which his or her
term as director of the Company is to expire. It is anticipated that each
director of the Company elected at the meeting will shortly thereafter be
elected to a conforming term as director of the Bank.
The Board of Directors of the Company held twelve (12) meetings during
1997.
The Board of Directors of the Bank held twelve (12) meetings during
1997.
The Board of Directors of the Company does not have standing
20
<PAGE>
audit, nominating or compensation committees or committees
performing similar functions.
Among its standing committees, the Board of Directors of the Bank has
an Examining and Audit Committee and a Personnel and Compensation Committee. The
Examining and Audit Committee conducts the annual directors' examination,
reviews reports of examination of the Bank made by regulatory authorities and
makes periodic reports to the Board of Directors of the Bank regarding the
findings of the auditor's regular daily audits. During 1997 this Committee held
seven (7) meetings and its present members are Carl R. Bruno, Robert J. Grady,
Raymond M. Piacentini and John F.
Picciano.
The names of the members of the Personnel and Compensation Committee
and the number of meetings held by the Committee in 1997 are set forth on Page 8
of this proxy statement.
During the year ended December 31, 1997, each director of the Company
and the Bank attended at least 75% of the total number of Board meetings held
(while he or she was a director) and the number of meetings held by all
committees of the Board on which he or she served (while he or she served).
Each director of the Bank who is not an employee thereof currently
receives an annual retainer of $9,600 and $500 for each Board committee meeting
attended. Each director of the Bank currently receives $700 for each meeting of
the Board of Directors attended. Each director of the Bank who is not an
employee thereof and who serves as Chairman of a Board committee receives an
21
<PAGE>
additional stipend ranging from $1,000 to $6,000. No additional remuneration is
received by any director for special assignments or services.
Directors of the Bank may elect to defer the receipt of all or any
portion of their compensation. Amounts deferred are allocated to a deferred
compensation account. Each participating director's account accrues interest at
the Bank's Prime Rate. All accounts will be unfunded and general obligations of
the Bank. Distributions from a deferred compensation account commence upon
termination of membership on the Board of Directors, death or disability, or at
a date previously designated by the participating director. Distributions from
the deferred compensation account are to be made annually over a three year
period.
Security Ownership of Management
The following table sets forth the beneficial ownership of Company Stock as of
February 28, 1998 by each director (including all the Company's executive
officers) and by all current directors and executive officers as a group:
Number Percent
Name of Shares of Total
---- --------- --------
J. Robert Blumenthal 39,951 *
Carl R. Bruno 3,109 *
Arthur Dulik, Jr. 5,281 *
Thomas F. Goldrick, Jr. (1)(5) 141,416 2.26%
Robert J. Grady 39,707 *
22
<PAGE>
Gary Holman 45,984 *
Richard W. Merzbacher (2)(5) 86,877 1.39%
Joseph F. Munson 1,477 *
Raymond M. Piacentini 1,954 *
John F. Picciano 12,360 *
Daniel T. Rowe (3)(5) 104,221 1.66%
Suzanne H. Rueck 47,770 *
All directors and
executive officers
as a group (14 persons) (4)(5) 563,296 8.98%
* Less than 1%.
(1) Includes 19,672 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 27, 1998.
(2) Includes 15,095 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 27, 1998.
(3) Includes 15,095 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 27, 1998.
(4) Includes 66,106 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 27, 1998.
(5) Includes allocated shares held by the ESOP for the benefit of the
person named.
INDEPENDENT AUDITORS
The independent public accounting firm of Deloitte and Touche has acted as the
Company's independent auditors for 1997 and it is anticipated that the same firm
will be selected to perform
23
<PAGE>
the same duties for the current year. Representatives of the firm will be
available to respond to appropriate questions at the Annual Meeting of
Stockholders.
OTHER MATTERS
As of the date of the Proxy Statement, Management and the Board of Directors
know of no other matters to be brought before the Meeting. However, if further
business is properly presented, the persons named in the proxy intend to vote
thereon in accordance with their best judgment.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Proposals of stockholders submitted pursuant to Rule 14a-8 of the Securities
and Exchange Commission for the proxy statement for the annual meeting of
stockholders to be held April 27, 1999 must be received by the Company at its
principal executive offices not later than November 26, 1998. Such proposals and
any recommendations for nomination as a director should be submitted in writing
to the Secretary of the Company, State Bancorp, Inc., 699 Hillside Avenue, New
Hyde Park, New York 11040, who will submit them to the Board for its
consideration. This notice of the annual meeting date also serves as the notice
by the Company of the advance notice By-law described below.
Under the Company's By-laws, a stockholder must give timely written notice to
the Secretary of the Company of a nomination or before bringing any business
before any annual or
24
<PAGE>
special meeting of stockholders. Notice must be received by the Secretary not
less than 90 days nor more than 120 days prior to April 27, 1999 or such earlier
date as may be required under Rule 14a-8. The notice shall set forth for each
matter a brief description of the business to be brought before the meeting, the
reasons therefore, the name, address, class and number of shares beneficially
owned by, and any material interest of the stockholder making the proposal.
Notice of a nomination shall set forth the name, address and the class and
number of shares owned by the stockholder making the nomination; the name, age,
business and residence addresses and principal occupation of the nominee and the
number of shares beneficially owned by, and such other information concerning,
the nominee as would be required to be disclosed in the solicitation of proxies
for election of directors under Regulation 14A under the Securities Exchange Act
of 1934, as amended. The recommendation must also be accompanied by the consent
of the individual to be nominated, to be elected and to serve. The Company may
require any nominee to furnish such other information as may reasonably be
required to determine the eligibility of the nominee. Persons 72 or older are
not eligible for nomination.
Date: March 27, 1998
By order of the Board of Directors
Brian K. Finneran, Secretary
25
