UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
STATE BANCORP, INC.
[Exact name of registrant as specified in its charter)
NEW YORK 11-2846511
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
699 HILLSIDE AVENUE, NEW HYDE PARK, NEW YORK 11040
(Address of principal executive offices) (Zip code)
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Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
Common Stock, $5.00 par value American Stock Exchange
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
Explanatory Note: This Registration Statement on Form 8-A is being filed by the
Registrant in connection with the listing of the Registrant's Common Stock,
$5.00 par value, on the American Stock Exchange and the simultaneous delisting
of such Common Stock from the NASDAQ Stock Market. A copy of this Registration
Statement on Form 8-A is being filed with the American Stock Exchange
concurrently with its filing with the Securities and Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of State Bancorp, Inc. (the
"Company" or the "Registrant") consists of 20 million
shares of common stock, par value $5.00 per share (the
"Common Stock") and 250,000 shares of preferred stock,
par value $.01 per share (the "Preferred Stock"). Only
the Common Stock will be registered. As of January 12,
1999, there were 6,581,340 shares of Common Stock issued
and outstanding. 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. Norwest
Bank Minnesota, National Association is the transfer
agent for the Company.
Voting Rights. Each share of Common Stock is entitled to one
vote on each matter submitted to a vote of the Stockholders.
The Board of Directors is elected on a staggered basis with
approximately one-third of all directors elected each year.
Stockholders 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
By-Laws 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.
a) Omission of Cumulative Voting. The omission of
cumulative voting from the Company's Certificate of
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Incorporation may be considered anti-takeover in
nature. Cumulative voting entitles each Stockholder
to as many votes as equal the number of shares owned
by him multiplied by the number of directors to be
elected. A Stockholder 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.
b) 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 Stockholders, 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.
c) 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 Stockholders 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 Stockholders, at which time the
Stockholders 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 Stockholders to make a change in
control of the Board.
d) 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 provisions to the
contrary contained in a Corporation's Certificate
of Incorporation, mergers, consolidations and most
other business combinations must also be approved
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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 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 Stockholder
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
Stockholders of the Company as well as other
financial requirements.
e) 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 March 27, 1998, the directors and
principal officers of the Company held
approximately 8.98% of the outstanding Common Stock
of the Company.
f) Nominations for Directors. The By-Laws 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, may be made in writing by any
Stockholder entitled to cast votes with respect to
at least five (5) percent of the outstanding
capital stock of the Company, and delivered to the
Secretary of the Company not later than the close
of business on the 90th day nor earlier than the
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close of business on the 120th day prior to the
first anniversary of the preceding year's annual
meeting. The notification must contain certain
information. This provision could be viewed as
anti-takeover in nature since it may make it more
difficult for Stockholders to nominate candidates and
may give an advantage to incumbent management's
nominees.
The overall effect of the Certificate of
Incorporation and By-Law provisions described above
may be to deter a future tender offer or other
takeover attempt that some Stockholders 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 Stockholders 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 By-Laws, and
there are no present plans to adopt other
anti-takeover provisions.
g) Issuance of Preferred Stock As mentioned earlier,
the Company has authorized but has not issued
250,000 shares of Preferred Stock, par value $.01
per share. The preferred shares may be issued by
the Company's Board of Directors for such purposes
and for such consideration as the Board deems
appropriate without further authority from the
Company's stockholders. The Company has no present
intention of issuing shares of Preferred Stock.
Such shares could, however, be issued in
transactions which would make a takeover of the
Company more difficult, more expensive or less
likely if the Board of Directors were to determine
that such attempt was not in the best interest of
the Company, its stockholders or other
constituencies.
Article 4 of the Company's Certificate of
Incorporation provides that the preferred shares may
be issued in series and that each such series will
have the rights, preferences and limitations set
forth in the Board of Directors' resolutions
providing for the issuance of such series. The
Certificate of Incorporation also grants authority to
the Board of Directors to determine, prior to the
issuance of any shares of a particular series,
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the number of shares to be included in such series,
the dividend rate per annum, the redemption price or
prices, if any, and the terms and conditions of the
redemption, any sinking fund provisions for the
redemption or purchase of the shares of the series,
the terms and conditions on which the shares are
convertible, if they are convertible, the voting
powers, if any, of such series and any other rights,
preferences and limitations pertaining to such
series.
Item 2. Exhibits. Pursuant to the Instructions as to Exhibits
contained in Form 8-A, the following exhibits will be
filed with the American Stock Exchange, but will not be
filed with, or incorporated by reference in, copies of
this Registration Statement on Form 8-A filed with the
Securities and Exchange Commission. The exhibit numbers
correspond to the paragraph numbers contained in the
Instructions as to Exhibits contained in Form 8-A.
1. Form 10-K for the year ending December 31, 1997;
2. a) Form 8-K dated March 2, 1998; b) Form 10-Q for the
quarter ending March 31,1998;
c) Form 10-Q for the quarter ending June 30, 1998;
d) Form 10-Q for the quarter ending September 30,
1998;
e) Form 8-K dated December 30, 1998.
3. Proxy Statement for Annual Meeting of Stockholders
held April 28, 1998;
4. a) Certificate of Incorporation of the Company and
Certificate of Amendment of Certificate of
Incorporation;
b) By-Laws of the Company;
5. Form of Specimen Common Stock Certificate of the
Company; and
6. Annual Report submitted to Stockholders in connection
with 1998 Annual Meeting.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
(Registrant) STATE BANCORP, INC.
Date: January 26, 1999
By: Brian K. Finneran, Secretary/Treasurer
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