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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4) Date Filed:
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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 18, 2000 at 10:00 A.M. (local time), for the
following purposes:
1. To elect three (3) 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
10, 2000 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.
By order of the Board of Directors
Brian K. Finneran, Secretary
March 17, 2000
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
<PAGE>
2000 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 18, 2000
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 18,
2000 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 17, 2000.
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 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 or facsimile, 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.
Capital Stock Outstanding and Record Date
- -----------------------------------------
The Board of Directors has fixed the close of business on March 10,
2000 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 7,030,801 shares, par value $5
per share, of the Company's Common Stock (the "Company Stock"), its only
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 three 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.
<PAGE>
Consequently, votes that are withheld in the election of directors and
broker non-votes will have no effect on the election.
The proxy will also confer discretionary authority to vote on any
matters properly brought before the meeting of which the Company did not have
the required advance notice required by the By-law referred to under
"Stockholder Proposals and Nominations", below.
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. 59 Chairman (1990)
Richard W. Merzbacher 51 President (1997)
Daniel T. Rowe 50 Vice Chairman (1997)
Frederick C. Braun, III 58 Executive Vice President (1997)
Brian K. Finneran 42 Executive Vice President (1997)
All of the current executive officers of the Bank have been
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, 1999 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 $100,000 for such year, for
services rendered to the Company or the Bank.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying LTIP Compen-
principal Year Salary Bonus sation Awards Options Payouts sation
position ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. 1999 295,000 (1) 159,449 (2) 8,400 (3) -0- 2,500 -0- 12,789 (4)
Goldrick, Jr. 18,152 (5)
Chairman 1998 275,000 (1) 158,166 (2) 8,900 (3) -0- 2,500 -0- 10,524 (4)
and Chief 18,147 (5)
Executive 1997 275,000 (1) 154,985 (2) 7,050 (3) -0- 2,500 -0- 10,524 (4)
Officer 14,350 (5)
Richard W. 1999 215,000 112,512 (2) 8,400 (3) -0- 2,500 -0- 4,687 (4)
Merzbacher 18,152 (5)
President/Vice 1998 200,000 111,545 (2) 7,700 (3) -0- 2,500 -0- 3,673 (4)
Chairman 18,147 (5)
1997 200,000 108,982 (2) 6,500 (3) -0- 2,000 -0- 2,875 (4)
14,350 (5)
Daniel T. Rowe, 1999 215,000 112,396 (2) 8,400 (3) -0- 2,500 -0- 3,686 (4)
Vice Chairman/ 18,152 (5)
President 1998 200,000 111,451 (2) 8,400 (3) -0- 2,500 -0- 2,598 (4)
18,147 (5)
1997 200,000 108,714 (2) 6,500 (3) -0- 2,000 -0- 2,598 (4)
14,350 (5)
Frederick C. 1999 155,000 76,800 (2) -0- -0- 2,500 -0- 3,150 (4)
Braun, III, 18,152 (5)
Executive Vice 1998 143,000 76,060 (2) -0- -0- 2,500 -0- 3,150 (4)
President (6) 18,147 (5)
1997 143,000 72,074 (2) -0- -0- 1,500 -0- 3,150 (4)
14,350 (5)
Brian K. 1999 145,000 (1) 70,527 (2) -0- -0- 2,500 -0- 712 (4)
Finneran 18,152 (5)
Executive Vice 1998 133,000 (1) 69,779 (2) -0- -0- 2,500 -0- 712 (4)
President (6) 18,147 (5)
1997 133,000 (1) 66,500 (2) -0- -0- 1,500 -0- 692 (4)
14,044 (5)
<PAGE>
<FN>
(1) A portion of the salary of Mr. Goldrick and of Mr. Finneran for 1997,
1998 and 1999 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 16).
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 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.
<PAGE>
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 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 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 and January 1, 1997 in the case of Mr. Finneran). 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 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, 1999 and as to unexercised options held at the end of such fiscal
year and the dollar value of such unexercised options.
<PAGE>
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
- --------------------------------------------------------------------------------
Thomas F.
Goldrick,
Jr. 2,500 4.10% 17.25 1/25/07 20,590 49,317
Richard W.
Merzbacher 2,500 4.10% 17.25 1/25/07 20,590 49,317
Daniel T.
Rowe 2,500 4.10% 17.25 1/25/07 20,590 49,317
Frederick C.
Braun, III 2,500 4.10% 17.25 1/25/07 20,590 49,317
Brian K.
Finneran 2,500 4.10% 17.25 1/25/07 20,590 49,317
(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.
(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).
<PAGE>
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
Value of
Number 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.
Goldrick, Jr. 4,383 50,203 18,653/4,213 99,324/3,539
Richard W.
Merzbacher 3,507 40,173 15,414/4,046 78,107/2,831
Daniel T.
Rowe 3,507 40,173 15,414/4,046 78,107/2,831
Frederick C.
Braun, III 3,984 44,720 11,324/3,880 49,215/2,123
Brian K.
Finneran -0- -0- 8,098/3,880 20,528/2,123
(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, 1999 of
$14.25 per share.
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.
<PAGE>
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
one (1) meeting in 1999 and at the time of such meeting consisted of J. Robert
Blumenthal, Arthur Dulik, Jr., Raymond M. Piacentini, John F. Picciano and
Thomas F. Goldrick, Jr. Mr. Goldrick is the Chairman and Chief Executive
Officer of both the Company and the Bank.
Mr. Piacentini's term of office as a director expired at the 1999
Annual Meeting of Stockholders.
Mr. Joseph F. Munson was elected as a member of the Committee in
July, 1999.
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 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, Arthur Dulik, Jr., Joseph F. Munson, John F. Picciano and
Thomas F. Goldrick, Jr.
<PAGE>
PERFORMANCE GRAPHS
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 AMEX Market Index, and the cumulative
total returns of 23 Northeast AMEX Banks.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG STATE BANCORP, INC.,
AMEX MARKET INDEX AND PEER GROUP INDEX*
(LINE GRAPH)
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
* SOURCE: MEDIA GENERAL FINANCIAL SERVICES
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY 1994 1995 1996 1997 1998 1999
STATE BANCORP INC 100 159.31 159.07 416.25 273.57 256.01
PEER GROUP 100 110.07 141.21 228.39 222.72 195.59
BROAD MARKET 100 128.90 136.01 163.66 161.44 201.27
During 1999, Company Stock began to trade on the American Stock
Exchange and ceased to be traded on NASDAQ. For that reason, the indices used
for comparison were changed from those used for 1998.
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 indices used for such purposes in the Company's
1999 proxy statement, to wit: the NASDAQ Market Index and the 81 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 JANUARY 1, 1995
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
* SOURCE: MEDIA GENERAL FINANCIAL SERVICES
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY 1994 1995 1996 1997 1998 1999
STATE BANCORP INC 100 159.31 159.07 416.25 273.57 256.01
PEER GROUP 100 134.39 163.66 265.47 251.47 208.34
BROAD MARKET 100 129.71 161.18 197.16 278.08 490.46
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
To the knowledge of Management, as of the record date, March 10, 2000,
the only person owning beneficially or of record more than 5% of the outstanding
shares of the Company Stock was as follows:
Name and Address Nature of Number of Percentage
of Owner Ownership Shares of Class
- ---------------- --------- --------- ----------
State Bancorp, Inc. Beneficial 642,000 9.13%
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, 1999. 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 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, 1999, the law firm of Lamb &
Barnosky, LLP, of which firm Gary Holman, a director of the Company and the
Bank, is a partner received legal fees from the Company and the Bank totalling
$144,943 for services rendered. 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.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, three (3) 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: Carl R. Bruno, Gary Holman and Richard W. Merzbacher. 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 table following 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 directorships of public companies held by each.
<PAGE>
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
--------
Carl R. Bruno (68) Since 1993 Chief Financial
Expires 2000 Officer, DiFazio
Electric, Inc.,
Electrical
contractors
Gary Since 1968 Vice Chairman of the
Holman (69) Expires 2000 Board of Directors, State
Bancorp, Inc. and State
Bank of Long Island;
Partner, Lamb &
Barnosky, LLP,
Attorneys; formerly of
Counsel, Cahn, Wishod &
Lamb, LLP, Attorneys
Richard W. Since 1989 Vice Chairman,
Merzbacher (51) Expires 2000 State Bancorp, Inc.
and President, State
Bank of Long Island
Directors Continuing in Office
------------------------------
J. Robert Since 1988 President, Harwyn
Blumenthal (66) Expires 2001 Enterprises Inc.,
Retail shoe stores
Arthur Dulik, (53) Since 1996 Chief Financial
Jr. Expires 2001 Officer, Altana Inc.,
Pharmaceuticals
Thomas F. Since 1980 Chairman and Chief
Goldrick, Jr. (59) Expires 2002 Executive Officer, State
Bancorp, Inc. and State
Bank of Long Island
Joseph F. Since 1989 Chairman, TRM Inter-
Munson (51) Expires 2001 national, Inc.,
Insurance underwriting
management
John F. Since 1989 Attorney
Picciano (56) Expires 2002
Suzanne H. Since 1992 Manager, New Hyde Park
Rueck (38) Expires 2002 Inn
Daniel T. Since 1992 President, State
Rowe (50) Expires 2001 Bancorp, Inc. and
Vice Chairman, State Bank
of Long Island
(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.
<PAGE>
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 six (6) meetings during
1999.
The Board of Directors of the Bank held twelve (12) meetings
during 1999.
The Board of Directors of the Company does not have standing 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 1999 this Committee held
four (4) meetings and its present members are Carl R. Bruno, John F. Picciano
and Suzanne H. Rueck.
The names of the members of the Personnel and Compensation
Committee and the number of meetings held by the Committee in such year are
set forth on Page 11 of this proxy statement. The present members of the
Committee are J. Robert Blumenthal, Arthur Dulik, Jr., Thomas F. Goldrick, Jr.
and John F. Picciano.
During the year ended December 31, 1999, each director of the Company
and the Bank attended at least 75% of the total of the 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 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 to
each participating director from his or her deferred compensation account are to
be made over a period of five years.
The Bank had in effect a Directors Incentive Retirement Plan for
directors of the Bank (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, one (1) former director of the Bank is
receiving payments under the Plan. Amounts paid or accrued under the Plan during
the fiscal year ended December 31, 1999 amounted to $15,008.
In 1992, four (4) directors then in office who were covered by the Plan
surrendered their rights under the Plan in exchange for the Bank's agreement to
pay to them, or to their beneficiary upon death, a monthly stipend for life or
until March 1, 2007, whichever later occurred. In 1993, effective as of 1992,
such persons agreed that the payments to them would cease in all events on March
1, 2007. Amounts paid or accrued under such agreements during the fiscal year
ended December 31, 1999 amounted to $61,750.
Under a Director Stock Plan established in 1998, non-employee directors
receive an annual award of share credits for 100 shares of Company Stock for
their service during the preceding year. This award is pro-rated where a
director did not serve for all of the preceding year. After termination of
service as a director, all awards are paid in shares of stock to the director,
or, in the case of death, to his or her designated beneficiary or estate. This
award is credited annually with dividend equivalents.
<PAGE>
Security Ownership of Management
The following table sets forth the beneficial ownership of Company
Stock as of February 29, 2000 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 46,958 *
Carl R. Bruno 3,820 *
Arthur Dulik, Jr. 7,734 *
Thomas F. Goldrick, Jr. (1)(5) 164,335 2.34%
Gary Holman 51,178 *
Richard W. Merzbacher (2)(5) 104,681 1.49%
Joseph F. Munson 4,293 *
John F. Picciano 12,991 *
Daniel T. Rowe (3)(5) 124,383 1.77%
Suzanne H. Rueck 55,674 *
All directors and
executive officers
as a group (13 persons) (4)(5) 628,423 8.94%
* Less than 1%.
(1) Includes 18,653 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within
60 days of March 17, 2000.
(2) Includes 15,414 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within
60 days of March 17, 2000.
(3) Includes 15,414 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within
60 days of March 17, 2000.
(4) Includes 68,903 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within
60 days of March 17, 2000.
(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 LLP has
acted as the Company's independent auditors for 1999 and it is anticipated that
the same firm will be selected to perform 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.
<PAGE>
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.
The proxies, in their discretion, will vote all shares represented by
the Proxy as to any matter which may properly come before the meeting as to
which the Company did not have notice by January 18, 2000, the date provided for
in the advance notice provisions of the Company's By-Laws.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Proposals of stockholders submitted pursuant to Rule 14a-8 of the
Securities and Exchange Commission ("Rule 14a-8") for the proxy statement for
the annual meeting of stockholders to be held April 17, 2001 must be received by
the Company at its principal executive offices not later than November 16, 2000.
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 special meeting of stockholders. Notice must be
received by the Secretary not less than 90 days nor more than 120 days prior to
April 17, 2001 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 17, 2000
By order of the Board of Directors
Brian K. Finneran, Secretary
EXHIBIT (99)
PROXY CARD
