SUPPLEMENT TO THE STATE BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN PROSPECTUS DATED JUNE 7, 1993
On August 31, 1999, the Board of Directors of State Bancorp, Inc. (the
"Company") approved certain modifications to the State Bancorp, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). Those modifications, as well
as those previously made on October 24, 1995, are reflected in this supplement
to the Company's June 7, 1993 Prospectus relating to such Plan as summarized
below:
(1) The following replaces similar language found on page 6 of the Prospectus:
3. Who administers the Plan?
Subject to the Company's right to terminate and appoint in its place
another bank or corporation to serve as "Plan Administrator", Norwest Bank
Transfer Services presently serves in such capacity. The Plan Administrator
administers the Plan, keeps records, sends statements of account to participants
and performs other duties relating to the Plan. All correspondence relating to
the Plan should be directed to:
Norwest Bank Minnesota, N.A.
C/o Norwest Shareowner Services
P.O. Box 64856
St. Paul, MN 55164-0856
Telephone (800) 468-9716
4. Who is eligible to participate?
All United States resident holders of record of common shares of the
Company are eligible to participate and may join the Plan by signing the
Authorization Form, additional copies of which may be obtained at any time by
contacting the Plan Administrator, and returning the form to the Plan
Administrator. A beneficial owner whose shares are registered in a name other
then his or her own (for example, in the name of a broker or bank nominee) must
either become a stockholder of record by having such shares transferred into his
or her own name or make arrangements with his or her own broker, bank or other
nominee to participate on his or her behalf.
(2) The following replaces similar language found on page 7 of the prospectus.
8. What is the voluntary cash payment option?
A participant in the Plan has the option to invest from $100 to $10,000
per quarter under the Plan to purchase additional common shares of the Company.
The same amount need not be invested each time and there is no obligation to
make any cash payments.
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9. How are the cash payments made?
A voluntary cash payment is made by forwarding a check or money order
payable to Plan Administrator, or its successor Plan Administrator, subsequent
to submitting a completed Authorization form when enrolling, or thereafter, with
the payment form which will be attached to each statement of account. All
voluntary cash payments, whether submitted with initial enrollment or subsequent
to initial enrollment, should be forwarded so that they are received prior to
the end of any calendar quarter. The cash will be invested in full and
fractional common shares during the first ten days after the end of the calendar
quarter in which the voluntary payment is received. If a payment is received
within the first few days of the beginning of any calendar quarter, an attempt
will be made to invest such cash within the first ten days of such calendar
quarter, however, there can be no assurance that such cash will not be invested
until the first ten days after the end of the calendar quarter in which it is
received by the Plan Administrator.
(3) The following replaces similar language found on page 8 of the prospectus:
14. How will the price of shares be determined?
The purchase price of common shares purchased in the open market or in
negotiated transactions will be the price paid by the Plan Administrator for
such shares (not including brokerage fees or commissions). The Company will bear
the cost of all brokerage fees and commissions on purchases under the Plan. The
price of common shares purchased from the Company will be determined in the sole
discretion of the Company, but shall not be less than ninety-five (95%) percent
of the closing price for shares of Common Stock as quoted on the American Stock
Exchange on the last business day of the calendar quarter immediately preceding
the purchase date. The purchase price per share allocated to each participant of
common stock purchased on the open market shall normally be the weighted average
of all Common Stock so purchased under the Plan each quarter.
Each participant's account will be credited with that number of full
and fractional common shares derived by dividing the amounts to be invested for
such participant by the total amount invested for all participants for that
particular dividend payment date and multiplying the resulting quotient by the
total number of shares purchased.
(4) On page 9 of the Prospectus, the topic heading "Issuance of Share
Certificates" has been changed to "Certificates for Shares."
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(5) On page 9 of the Prospectus, a new item 18. has been added, reading as
follows:
18. How may certificates be deposited with Plan shares?
A Participant may deposit with the Plan Administrator certificates for
shares of the Company's shares registered in his or her name for credit under
the Plan. Because the Participant bears the risk of loss in sending certificates
to the Plan Administrator, certificates should be sent by registered mail,
return receipt requested, and properly insured, to the address specified in Item
3. If certificates are later issued either upon request of the Participant or
upon termination of participation, new, differently numbered certificates will
be issued.
(6) Items 18. through 26., found on pages 9 through 11 of the Prospectus, have
been renumbered as 19. through 27.
(7) The following replaces similar language found on page 9 of the Prospectus
in renumbered Item 19.
19. How does a Participant withdraw from the Plan?
A participant may terminate the account at any time by writing to the Plan
Administrator. Any such notice received after a dividend record date shall not
be effective until dividends paid for such record date have been credited to the
participant's account. The Company may terminate the account at any time by
notice in writing mailed to the participant. A participant requesting
termination may elect to receive either stock or cash for all full shares in the
account. If cash is elected, the Company will sell such shares at the current
market value and the Plan Administrator will send the net proceeds to the
participant, after deducting brokerage commissions and service charges. If no
election is made in the request for termination, stock will be issued for full
shares. In either case, the participant will receive cash at the current market
value in lieu of any fractional interest in a share.
This supplement has been filed with the Securities and Exchange Commission in
accordance with Section 424(b)(3) of the Act and is dated September 10, 1999.
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