SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
STATE BANCORP, INC.
(Exact name of Registrant as Specified in its Charter)
New York 11-2846511
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2 Jericho Plaza
Jericho, New York 11753
(516) 465-2300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
______________________
Daniel T. Rowe, President
2 Jericho Plaza
Jericho, New York 11753
(516) 465-2300
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
______________________
Copy to:
Gerald P. Rosenberg, Esq.
Lamb & Barnosky, LLP
534 Broadhollow Road - C.S. 9034
Melville, New York 11747
______________________
Approximate date of commencement of proposed sale to the public: July 10, 2000
or as soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /x/
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Proposed Proposed
Shares Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
---------- ---------- -------------- ----------------- ------------
Common Stock,
$5.00 par value 1,000,000 $12.50 $12,500,000 $3,300
--------------------------------------------------------------------------------
(1) Based on the Company's estimate of the market price of its Common Stock on
June 26, 2000 and estimated solely for the purpose of determining the
registration fee.
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PROSPECTUS
STATE BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan No. 2
--------------------------------
1,000,000 Shares of Common Stock
$5.00 Par Value
--------------------------------
This Prospectus relates to 1,000,000 shares of the $5.00 par value
common stock ("Common Stock" or "common shares" or "shares") of State Bancorp,
Inc. (the "Company") which may be issued under the Company's Dividend
Reinvestment and Stock Purchase Plan No. 2 (the "Plan"). The Plan provides
holders of the Company's Common Stock a simple and convenient way to purchase
additional shares of Common Stock of the Company without payment of any
brokerage commission.
Participants in the Plan may:
1. Have cash dividends on all or a specified number of their shares
automatically reinvested; and
2. Have the option of making additional cash payments from $100 to
$10,000 per quarter.
Participation in the Plan is entirely voluntary so that Shareholders
may join the Plan and terminate their participation at any time. The Plan is
administered for the Company by Norwest Bank Minnesota, N.A. (the "Plan
Administrator").
The Company is authorized to issue up to 1,000,000 shares of Common
Stock, to be adjusted to give effect to stock dividends and splits, under the
Plan.
The securities offered are traded on the American Stock Exchange under
the symbol STB.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE
COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------
The date of this Prospectus is June 27, 2000
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PROSPECTUS SUMMARY
------------------
The Company
-----------
State Bancorp, Inc. (the "Company") was incorporated under the laws of
New York on November 25, 1985, for the purpose of acquiring all the outstanding
capital stock of State Bank of Long Island (the "Bank"), in connection with the
reorganization of the Bank into a one-bank holding company. The shareholders of
the Bank voted at the annual meeting, held March 25, 1986, in favor of the
formation of the Company, a one-bank holding company. The acquisition by the
Company of 100% of the Bank, on a share for share basis, was consummated as of
the close of business on June 24, 1986.
The principal business of the Company is conducted through the Bank,
which conducts its business in substantially the same manner as it had done
before the effective date of the reorganization. The Bank accounts for
substantially all of the consolidated assets and revenues of the Company. The
Bank, which was organized in 1966, provides general banking services to
residents and businesses located substantially in Queens, Nassau and Suffolk
Counties, New York. The Bank offers checking accounts, all types of savings,
time deposit, money market and IRA and KEOGH accounts.
Credit services offered include commercial mortgages, commercial and
installment loans, home equity lines of credit, residential mortgages and auto
loans. In addition, the Bank provides merchant credit card services, access to
annuity products, mutual funds, discount brokerage services and, through an
association with U.S. Trust Company, a full range of wealth management and
financial planning services. The Bank offers a consumer debit card with
membership in a national ATM network and currently has ATMs at five of its nine
branch locations. The Bank also offers its retail customers the ability to
verify their account balances, affect transfers between accounts and access
current deposit and loan rates through an automated telephone voice response
system. Commercial customers can also access this same system or they may
utilize Business Direct Access (BDA), the Company's real-time cash management
system. Through BDA, business and municipal customers can perform all of the
foregoing transactions as well as initiate wire transfers, ACH payments and stop
payment orders from a personal computer.
The Company is subject to supervision and regulation by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board") pursuant to
the Bank Holding Company Act of 1956, as amended. The Bank is subject to
periodic examination and regulation by the State of New York Banking Department
and the Federal Deposit Insurance Corporation.
The principal executive offices of the Company are located at 2 Jericho
Plaza, Jericho, New York 11753.
The Offering; The Plan; Use of Proceeds
---------------------------------------
The securities offered hereby are a maximum of 1,000,000 shares of
Common Stock, to be adjusted to give effect to stock dividends and splits. The
purpose of the offering is to provide holders of record of the Company's Common
Stock with a simple and convenient method of investing cash dividends and
voluntary cash contributions in additional shares of Common Stock with a simple
and convenient method of investing cash dividends and voluntary cash
contributions in additional shares of Common Stock through the Company's
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Detailed information concerning the Plan is provided under "Explanation
of Dividend Reinvestment and Stock Purchase Plan", which should be reviewed
carefully.
Shares may be acquired for issuance pursuant to the Plan through
purchases from the Company, through open market purchases, or through negotiated
transactions. Open market purchases will be made by an independent purchasing
agent retained to act as agent for Plan participants, and the purchase price
will exclude all fees, brokerage commissions and other expenses. The Company
will receive none of the proceeds from shares acquired for issuance pursuant to
the Plan unless such acquisitions involve the purchase of shares from the
Company. To the extent that any shares are purchased from the Company, such
shares will consist of authorized but unissued shares or treasury shares. The
proceeds of such sales will be added to the general funds of the Company and
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will be available for its general corporate purposes, including working capital
requirements and contributions to the Company's banking subsidiary to support
its anticipated growth and expansion.
Reference is made to the accompanying questions and related answers
(which are contained in the following "EXPLANATION OF DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN" section and considered part of this Prospectus) for
information concerning the Plan. In the event of a conflict between the attached
explanation and the Plan document, the latter will control. A copy of the Plan
Document may be obtained from Brian K. Finneran, Secretary, State Bancorp, Inc.,
699 Hillside Avenue, New Hyde Park, New York 11040, (516) 465-2200.
Effective Date of the Plan
--------------------------
The Plan became effective on May 23, 2000 and will continue until
terminated or revised in accordance with its terms.
EXPLANATION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
------------------------------------------------------------
Purpose
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1. What is the purpose of the Plan?
The Plan provides holders of the Company's common shares a simple and
convenient method of investing cash dividends and voluntary cash payments in
additional common shares of the Company without payment of brokerage
commissions.
Advantages to Participants
--------------------------
2. What are the advantages of the Plan to participants?
Participants in the Plan may purchase common shares of the Company
annually with reinvested cash dividends on all or a portion of the common shares
registered in their names. Participants also may purchase common shares under
the Plan with voluntary cash payments from $100 to $10,000 per quarter.
All brokerage fees and commissions incurred in connection with
purchases of common shares under the Plan will be paid by the Company. Full
investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to a participant's
account. In addition, dividends in respect of such full and fractional shares
will be credited to a participant's account and automatically reinvested in
additional common shares.
All shares purchased under the Plan will be held in safekeeping free of
charge by the Plan Administrator unless the participant requests a certificate
for such shares in writing. The Plan Administrator provides participants with
quarterly statements of account.
Administration
--------------
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
Shareowner Services
Dividend Reinvestment Department
P.O. Box 64856
South St. Paul, MN 55164-0856
1-800-468-9716
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Participation
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4. Who is eligible to participate?
All United States resident holders 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. Stockholders
with shares held in "street name" should contact their broker in order to
participate in the Plan. The Company reserves the right, however, to refuse an
applicant's request to enroll, or to terminate a participant's participation in
the Plan, for any reason whatsoever, including for the reason that a shareholder
resides in a state which has laws that would need to be complied with as a
result of the applicant or participant's participation in the Plan and such laws
are deemed by the Company to be too burdensome or costly with which to comply.
5. When may a shareholder join the Plan?
Subject to the conditions set forth in question and answer 4, above, a
shareholder may join the Plan at any time. Dividends on all participating shares
will be reinvested on the next reinvestment date (see Question 13) after the
Plan Administrator receives the Authorization Form, provided the form is
received on or before the dividend record date. Otherwise, purchases of common
shares under the Plan will begin on the next subsequent reinvestment date.
Quarterly dividend payment dates are expected to be made in the months of
January, April, July and October and the dividend record date generally precedes
the dividend payment date by approximately one month.
6. What does the Authorization Form provide?
By signing and returning the Authorization Form to the Plan
Administrator, a participant directs the Plan Administrator to reinvest
dividends on all or a portion of the common shares held of record by the
participant and to invest voluntary cash payments in additional common shares of
the Company. Cash dividends on shares credited to a participant's account under
the Plan are automatically reinvested to purchase additional common shares.
Records
-------
7. What reports will be sent to participants?
To the extent there is any activity in an account during any given
calendar quarter, such participant will receive a statement of his or her
account describing cash dividends and voluntary cash payments received, the
number of shares purchased, the average price per share and total shares
accumulated under the Plan. In addition, each participant will receive copies of
the Company's annual and periodic reports to Shareholders, proxies and proxy
statements and other correspondence sent to Shareholders generally. Each
participant will also receive any supplements to or updates of the current
prospectus for the Plan.
Voluntary Cash Payments
-----------------------
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.
9. How are the cash payments made?
A voluntary cash payment is made by forwarding a check or money order
payable to Norwest Bank Minnesota, N.A., 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
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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.
10. Will interest be paid on cash payments received prior to the investment
date?
No. For that reason, the Company urges participants to send their
payments so as to reach the Plan Administrator prior to, but as close as
possible to, a calendar quarter end (i.e., prior to December 31, March 31, June
30 and September 30). Of course, sufficient time should be allowed for the
payment to reach the Plan Administrator.
11. May a shareholder elect to make only voluntary cash payments under the
Plan?
No. Participation in the Plan is limited to Shareholders who
participate in the dividend reinvestment portion of the Plan.
Cost
----
12. Are there any expenses to participants in connection with purchases
under the Plan?
No. The Company will pay all brokerage fees and commissions incurred in
connection with purchases of common shares and all other costs of administration
of the Plan.
Purchases
---------
13. How will purchases be made?
On each dividend payment date the Company will pay to the Plan
Administrator the total amount of dividends payable on common shares which a
participant has specified are to be included in the Plan, plus the dividends
payable on the common shares which have been credited to the participant's
account under the Plan. The Plan Administrator will use the amount of any cash
dividend, in addition to the participant's voluntary cash payments, if any, to
purchase common shares of the Company in the open market or in negotiated
transactions at such prices and other terms, and from or through such brokers or
dealers, as the Plan Administrator may determine from time to time. The Company
reserves the right to direct the Plan Administrator to make all or part of its
purchases under the Plan for that particular quarter from the Company's
authorized but unissued common shares. Purchases of shares will be made as soon
as practicable on or after each dividend payment date, but in no event more than
30 days after each such date. Full and fractional shares will be allocated to
each participant's account after the date on which the Plan Administrator has
purchased sufficient shares to cover the quarterly purchases for all
participants under the Plan.
14. How will the price of shares be determined?
The purchase price of common shares purchased in the open market or in
negotiated transaction 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 at the sole
discretion of the Company, but shall not be less than ninety-five (95%) percent
of the closing bid price for shares of Common Stock as quoted on the American
Stock Exchange (or any successor Exchange on which the Company's common stock is
traded) 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.
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15. How many common shares will be purchased for participants?
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.
Dividends on Fractional Shares
------------------------------
16. Will participants be credited with dividends on fractional shares?
Yes. Dividends on fractional shares will be credited to a participant's
account and shown on the quarterly statement.
Certificate for Shares
----------------------
17. Will certificates be issued for common shares purchased?
Common shares purchased under the Plan will be registered in the name
of the Plan Administrator or its nominee, as agent for participants in the Plan,
and certificates for such shares will not be issued to participants unless
requested in writing. This procedure protects against loss, theft or destruction
of stock certificates.
Certificates for any number of full shares credited to an account under
the Plan will be issued after receipt of a written request to the Plan
Administrator (see Question 3) signed by the participant (or participants if a
joint registration). Any remaining full and fractional shares will continue to
be held in the participant's account. Certificates for fractional shares will
not be issued under any circumstances.
18. How may certificates be deposited with Plan shares?
A Participant may deposit with the Plan Administrator certificates for
shares of the Company's Common shares registered in his/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., as amended. If certificates are later issued either upon
request of the Participant or upon termination of participation, new,
differently numbered certificates will be issued.
Withdrawal from the Plan
------------------------
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.
20. Can a participant re-enter the Plan after terminating his or her
participation?
Yes. A Shareholder may rejoin at any time upon submitting a new
Authorization Form.
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Other Information
-----------------
21. May the Plan be changed or discontinued?
The Company shall have complete authority in its sole discretion to
suspend or terminate the Plan, in whole or part, or to amend the Plan.
22. What are the federal income tax consequences of participation in the
Plan?
For federal income tax purposes, a participant in the Plan will be
treated as having received a dividend equal to the fair market value of the full
and fractional common shares purchased with reinvested dividends and the
brokerage commissions and service charges attributable to such shares which are
paid by the Company. Each statement of account will indicate the fair market
value of the common shares purchased with reinvested dividends. The portion of
commissions and charges paid by the Company allocated to the participant's
shares will be listed on the annual tax statement.
23. When and how are gains and losses determined?
A participant will realize gain or loss whenever full shares purchased
under the Plan are sold or exchanged or whenever the participant receives a cash
payment for a fractional share credited to his or her account. The amount of
gain or loss will be the difference between the amount received by the
participant for his or her full or fractional shares and his or her tax basis
therefor. The tax basis of a share will be its gross purchase price (before the
5% discount) under the Plan plus the portion of commissions and charges paid by
the Company attributable to such shares.
24. When does the holding period begin?
The holding period for common shares acquired pursuant to the Plan,
whether by reinvested dividends or voluntary cash payments, will begin on the
day the common shares are purchased, which will be no later than the date on
which shares are allocated to a participant's account under the Plan.
All participants in the Plan are urged to consult their own tax
advisers to determine the particular tax consequences which may result from
their participation in the Plan and the subsequent disposal of common shares
acquired under the Plan.
25. How is a rights offering, stock dividend or stock split handled under
the Plan?
If the Company sells additional common shares through a rights
offering, the rights will be forwarded to the participants for their
disposition. Any shares of Common Stock issued upon the exercise of such rights
shall not become participating shares. Any stock dividend or shares resulting
from a stock split in respect of a participant's common shares held under the
Plan will be credited to the participant's account.
26. How will a participant's shares held under the Plan be voted?
The Plan Administrator will forward proxies to participants and will
vote a participant's full shares and fractional interests held under the Plan in
accordance with instructions received from the participant. If a participant
does not return a signed proxy, his or her shares will not be voted.
27. What is the responsibility of the Company and the Plan Administrator
under the Plan?
Neither the Company nor the Plan Administrator shall be liable under
the Plan for any act performed by it in good faith or for any good faith
omission to act, including, without limitation, any claims of liability (i)
arising out of the termination of, or failure to terminate, a participant's
account; (ii) with respect to the purchase of common shares, the prices at which
common shares are purchased for the participant's account, the times such
purchases are made, the decision whether to purchase common shares from the
Company, fluctuations in the market value of common shares; and (iii) concerning
any matters relating to the operation or management of the Plan.
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COMMON STOCK OF THE COMPANY
---------------------------
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, par value $5.00 per share. Holders of Common Stock have no
preemptive rights and there are no conversion rights or redemption or sinking
fund provisions applicable to shares of Common Stock. Holders of Common Stock
are entitled to dividends and other distributions as and when declared by the
Board of Directors out of assets legally available therefor. In the event of the
liquidation, dissolution and winding up of the Company, the holders of Common
Stock are entitled to receive ratably all of the assets of the Company available
for distribution after satisfaction of all liabilities of the Company.
Voting Rights
-------------
Each share of Common Stock is entitled to one vote on each matter
submitted to a vote of the Shareholders. The Board of Directors is elected on a
staggered basis with approximately one-third of all directors elected each year.
Shareholders do not have cumulative voting rights with respect to any matters to
be voted upon, including the election of directors. Without cumulative voting,
the holders of a majority of the outstanding voting stock could elect all of the
directors.
Dividend Rights
---------------
Holders of the Common Stock will be entitled to dividends when, as, and
if declared by the Board of Directors of the Company out of funds legally
available for the payment of dividends. Under New York State corporation law,
dividends are payable out of surplus only, and may be declared and paid by the
Company except when the Company currently is insolvent or would thereby be made
insolvent.
Other Matters
-------------
Norwest Bank Minnesota, N.A., is the transfer agent for the Company.
During any time period in which the shares of the Common Stock are not listed on
a national securities exchange or are not regularly quoted in an
over-the-counter market by one or more members of a national or an affiliated
securities association, the ten largest Shareholders of the Company will jointly
and severally be personally liable for all debts, wages and salaries due and
owing to any of the Company's laborers, servants or Employees (other than
contractors) for services performed by them for the Company. Except as indicated
above, no holders of the Common stock will be personally liable for the debts of
the Company. Except as indicated above, no holders of the Common Stock will be
personally liable for the debts of the Company.
Anti-takeover Provisions
------------------------
The Certificate of Incorporation and Bylaws of the Company contain
provisions designed to assure continuity of management and to discourage sudden
changes in control of the Board of Directors by a party seeking control of the
Company.
Omission of Cumulative Voting
-----------------------------
The omission of cumulative voting from the Company's Certificate of
Incorporation may be considered anti-takeover in nature. Cumulative voting
entitles each Shareholder to as many votes as equal the number of shares owned
by him or her multiplied by the number of directors to be elected. A Shareholder
may cast all these votes for one candidate or distribute them among any two or
more candidates. Cumulative voting is optional under the New York State Business
Corporation Law.
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Opposition to a Tender Offer
----------------------------
The Certificate of Incorporation enables the Board of Directors to
oppose a tender or other offer for its securities on the basis of factors other
than economic benefit to Shareholders, such as the impact the acquisition of the
Company would have on the community, the effect of the acquisition upon
employees, depositors and customers, and the reputation and business practices
of the tender offeror.
Classification of Board of Directors
------------------------------------
The Certificate of Incorporation provides for the division of the Board
of Directors into three classes, as nearly equal as possible. Each class of
directors is elected for a term of three years. As a result, only one class of
directors is elected at each annual meeting of the Shareholders of the Company.
Any vacancy on the Board may be filled by a majority vote of the remaining
directors. Directors elected in this manner to fill a vacancy will serve only
until the next election of the directors by the Shareholders, at which time the
Shareholders will elect a new director to serve the unexpired portion of the
vacated term.
This provision would extend the time required to change control of the
Board and would tend to discourage any unauthorized takeover bids for the
Company. Under this classification provision, it may require at least two annual
meetings for even a majority of the Shareholders to make a change in control of
the Board.
Special Approval Requirements for Certain Business Combinations
---------------------------------------------------------------
Legal requirements applicable to the Bank require that 66-2/3% of the
outstanding shares of the Bank Stock approve business combinations. Under New
York State corporation law, and in the absence of any additional requirements
imposed by a corporation's certificate of incorporation, mergers, consolidations
and most other business combinations must also be approved by 66-2/3% of the
outstanding shares. Thus, a takeover bidder could acquire two-thirds of the
outstanding common stock through any combination of private purchase, open
market purchase or tender offer, and then complete the acquisition by a business
combination such as a merger, sale of assets or other transaction and thus force
out the remaining one-third.
Instead, the Certificate of Incorporation of the Company adopts a
standard for business combinations which requires the approval of (i) the
holders of 75% of the Company's outstanding stock, provided that such
transaction has received the prior approval of 66-2/3% of the entire Board of
Directors, or (ii) the holders of 66-2/3% of the Company's outstanding stock,
provided that such transaction has received the prior approval of 80% of the
entire Board of Directors.
In addition, business combinations involving the Company or any of its
subsidiaries and a Shareholder who owns, directly or indirectly not less than 5%
of the voting shares of the Company, shall require the approval of a least 95%
of the Company's outstanding capital stock, unless certain conditions are met
regarding the consideration to be received by Shareholders of the Company as
well as other financial requirements.
Vote Required to Amend Certain Provisions
-----------------------------------------
The Certificate of Incorporation provides that those Articles relating
to opposition to tender offers, classification of the Board, and certain
business combinations, may not be amended, altered, changed, or repealed without
the affirmative vote of at least 80% of the outstanding shares entitled to vote.
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Nominations for Directors
-------------------------
The Bylaws of the Company provide that, with certain exceptions,
nominations of candidates for election as directors of the Company, other than
those made by directors of the Company, must be made in writing by Shareholders
entitled to cast at least five (5%) percent of the outstanding capital stock,
and delivered or mailed to the Secretary of the Company not less than thirty
(30) days prior to any Shareholders' Meeting called for the election of
directors. The notification must contain certain information, to the extent
known to the nominating Shareholder. This provision could be viewed as
anti-takeover in nature since it may make it more difficult for Shareholders to
nominate candidates and may give an advantage to incumbent management's
nominees.
Advance Notice: Preferred Stock
-------------------------------
The Company's Bylaws contain restrictions that may discourage other
persons from attempting to acquire control of the Company, including, without
limitation, a Board of Directors that has prohibitions on shareholder action by
written consent and advance notice requirements respecting matters to be voted
upon at all Shareholders' Meetings. In addition, the Company's Charter
authorizes the issuance of up to 250,000 shares of preferred stock. The rights
and preferences for any series of preferred stock may be set by the Board of
Directors, in its sole discretion and without shareholder approval, and the
rights and preferences of any such preferred stock may be superior to those of
Common Stock and thus may adversely affect the rights of holders of Common
Stock.
The overall effect of the Certificate of Incorporation and Bylaw
provisions described above may be to deter a future tender offer or other
takeover attempt that some shareholders might view to be in their best interests
as the offer might include a premium over the market price of the Company's
Common Stock at that time. In addition, these provisions may have the effect of
assisting the Company's current management in retaining its position and place
it in a better position to resist changes which some Shareholders may want to
make if dissatisfied with the conduct of the Company's business. In addition,
the existence of the Company's Executive Severance Plans could add somewhat to
the cost of a takeover of the Company. Furthermore, the Company's Employee Stock
Ownership Plan may, depending upon its future size or the percentage of
outstanding Company stock it may own in the future, be used in defense of a
contested takeover. There are no other anti-takeover provisions in the
Certificate of Incorporation or Bylaws, and there are no present plans to adopt
other anti-takeover provisions.
EXPERTS
-------
The consolidated financial statements incorporated in this prospectus
by reference from State Bancorp, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999 have been audited by Deloitte & Touche, LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
LEGALITY
--------
The legality of Common Stock covered hereby has been passed upon for
the Company by Lamb & Barnosky, LLP, 534 Broadhollow Road, Melville, New York
11747-9034, Counsel to the Company. Gary Holman, a member of the firm, is the
Vice Chairman of the Board of Directors of the Company and beneficially owns
51,178 shares of the Company's Common Stock. Another member of the firm owns
10,527.114 shares of the Company's Common Stock and a third member of the firm
owns 175.973 shares of the Company's Common Stock. The firm's Profit Sharing
Plan owns 5,984 shares of the Company's Common Stock.
12
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
There are hereby incorporated by reference in this Prospectus the
following documents filed by the Company with the Commission (File No. 0-14874):
(a) Annual Report on Form 10-K for the year ended December 31, 1999, filed
pursuant to Section 13 of the Exchange Act;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed pursuant to Section 13 of the Exchange Act; and
(c) The Company's definitive Proxy Statement dated March 17, 2000,
for the Annual Meeting of Shareholders held on April 18, 2000,
filed pursuant to Section 14 of the Exchange Act.
All reports filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Section of the Commission at
Judicial Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as
well as at the following Regional Offices of the Commission: Chicago Regional
Office, 500 West Madison Street - Suite 1400, Chicago, Illinois 60661-2511; and
New York Regional Office, 7 World Trade Center, New York, New York 10048. Copies
of such materials may also be obtained from the Public Reference Section of the
Commission at its Washington address, by mail at prescribed rates.
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Common Stock offered hereby. This
Prospectus omits certain of the information contained in the Registration
Statement and reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the Common Stock hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities to which this
Prospectus relates in any jurisdiction to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any sale of securities to which this Prospectus
relates shall, under any circumstances, create any implication that there has
been no change in the affairs or condition of the Company since the date hereof
or that the information contained herein is correct as of any time subsequent to
the date hereof.
The Company will provide without charge a copy of any or all of the
documents mentioned above (other than exhibits to such documents) to each person
receiving this Prospectus who requests them. Requests for such copies should be
addressed to Brian K. Finneran, Secretary, State Bancorp, Inc., 699 Hillside
Avenue, New Hyde Park, New York 11040, (516) 465-2200.
13
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, to any
person in any person in any jurisdiction in which such offer to sell or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstance, create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
1,000,000 shares
STATE BANCORP, INC.
-------------------
PROSPECTUS
-------------------
-------------------
TABLE OF CONTENTS
-------------------
Prospectus Summary ..................................2
The Company..........................................2
The Offering; The Plan; Use of Proceeds..............2
Effective date of Plan...............................3
Explanation of Dividend Reinvestment and
Stock Purchase Plan.........................3
Common Stock of the Company..........................8
Experts..............................................10
Legality.............................................10
Incorporation of Certain Documents
by Reference..........................11
Available Information................................11
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other expenses of issuance and distribution
-------------------------------------------
The estimated expenses in connection with the issuance and distribution
of the securities being registered are:
SEC Filing Fees $ 3,300
Legal Fees and Expenses 8,000
Printing Fees 2,500
Miscellaneous 2,500
-------
Total $16,300
Item 15. Indemnification of Directors and Officers
-----------------------------------------
Sections 721-726 of the Business Corporation Law of New York grant each
corporation organized thereunder certain powers to indemnify its officers and
directors against liability for certain of their acts. Article V of the
registrant's By-Laws generally provides that the registrant shall, to the full
extent permitted by Sections 721-726 of the Business Corporation Law of
New York, as from time to time amended, indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he/she is or was a Director or Officer
of the Corporation or of any of its subsidiaries.
In addition, Article V of the registrant's by-laws provide that the
registrant may, to the full extent permitted by the New York Business
Corporation Law, as amended from time to time, indemnify all persons whom it is
empowered to indemnify pursuant thereto.
Item 16. Exhibits
--------
Exhibit 4(a) Instruments defining the rights of security holders *
Exhibit 4(b) State Bancorp, Inc. Dividend Reinvestment and Stock Purchase
Plan No. 2
Exhibit 5 Opinion of Lamb & Barnosky, LLP
Exhibit 23(a) Independent Auditors' Consent
Exhibit 23(b) Consent of Lamb & Barnosky, LLP (included as part of
Exhibit 5)
* Incorporated by reference to Exhibit B to the Company's registration
statement on Form S-4 filed February 3, 1986, File No. 33-2958.
Item 17. Undertakings
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
15
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Nassau, New York on June 27, 2000.
STATE BANCORP, INC.
By: s/Thomas F. Goldrick, Jr.
-------------------------
Thomas F. Goldrick, Jr.
Chairman & Chief Executive Officer
Date: June 27, 2000
-------------
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
s/Thomas F. Goldrick, Jr. 6/27/00
------------------------- Chairman of the Board -------
Thomas F. Goldrick, Jr. and Chief Executive Officer
s/Daniel T. Rowe 6/27/00
---------------- President -------
Daniel T. Rowe
s/Richard W. Merzbacher 6/27/00
----------------------- Vice Chairman -------
Richard W. Merzbacher
s/Brian K. Finneran 6/27/00
------------------- Secretary and Chief -------
Brian K. Finneran Financial Officer
s/Gary Holman 6/27/00
------------- Vice Chairman of the Board -------
Gary Holman
s/J. Robert Blumenthal 6/27/00
---------------------- Director -------
J. Robert Blumenthal
s/Carl R. Bruno 6/27/00
--------------- Director -------
Carl R. Bruno
17
<PAGE>
Signature Title Date
--------- ----- ----
----------------- Director
Arthur Dulik, Jr.
s/Joseph F. Munson 6/27/00
------------------ Director -------
Joseph F. Munson
s/John F. Picciano 6/27/00
------------------ Director -------
John F. Picciano
s/Suzanne H. Rueck 6/27/00
------------------ Director -------
Suzanne H. Rueck
18
<PAGE>
EXHIBIT 4(b)
STATE BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN (2000)
(as adopted May 23, 2000)
1. Purpose
The purpose of the STATE BANCORP, INC. Dividend Reinvestment and Stock
Purchase Plan (the "Plan") is to provide Participants with a convenient way to
reinvest dividends received on Common Stock and to purchase additional shares of
Common Stock through Supplemental Payments. The Company believes that
participation in the Plan will help to achieve the unity of purpose essential to
the continued growth of the Company and will be for the mutual benefit of the
Company and the Participants.
2. Definitions
The following defined terms, which are capitalized throughout the Plan,
shall have the meanings set forth in this Section.
"Agent" shall mean the Agent appointed in accordance with Section 4
hereof.
"Common Stock" shall mean whole or fractional shares of the Company's
Common Stock, par value $5.00 per share.
"Company" shall mean STATE BANCORP, Inc., a New York corporation, and
its successors and assigns.
"Dividends" shall mean any cash dividends, as declared from time to
time, on the Common Stock.
"Fair Market Value" shall mean the closing price for shares of Common
Stock on the stock exchange on which the Common Stock is listed on the last
business day of the calendar quarter immediately preceding the Investment Date.
If and when the Company ceases to be listed on a stock exchange, but is quoted
on the over-the-counter market through NASDAQ, "Fair Market Value" shall mean
19
<PAGE>
the closing bid for shares of Common Stock as so quoted on the last business day
of the calendar quarter immediately preceding the Investment Date. If the
Company's Common Stock is no longer quoted on the NASDAQ system and is not
listed on any stock exchange, or if no bid price is quoted on the NASDAQ system
on such date, then "Fair Market Value" shall be determined by the Company's
Board of Directors in accordance with any reasonable valuation method.
"Investment Date" shall mean (i) in the case of the Dividend
Reinvestment portion of the Plan, any date on which the Agent receives Dividends
pursuant to Section 6.03, and (ii) in the case of Supplemental Payments portion
of the Plan, five (5) business days after the last day of the calendar quarter
in which the Agent receives Supplemental Payments pursuant to Sections 7.01 and
7.02.
"Participating Shares" shall mean the whole and fractional shares of
Common Stock owned by a Participant which are either designated as Participating
Shares by the Participant pursuant to Section 6.02 or held by the Agent for the
Participant pursuant to Section 10.01, 10.03 or 11.01.
"Plan" shall mean this Dividend Reinvestment and Stock Purchase Plan of
the Company and any amendments hereto.
"Shareholder" shall mean any record owner of Common Stock.
"Subsidiary" shall mean any subsidiary owned directly or indirectly by
the Company.
"Supplemental Payments" shall mean payments of the type described in
Section 7 hereof.
20
<PAGE>
3. Effective Date
The Plan shall become effective on June 30, 2000, provided that before
that date the Company has been advised by its counsel that the Company has
complied with all applicable legal requirements, including applicable securities
laws, relating to the Plan. Notwithstanding the foregoing, no shares shall be
distributed under this Plan until all shares of stock set aside in the Dividend
Reinvestment and Stock Purchase Plan of the Company adopted May 25, 1993 have
been distributed.
4. Administration
4.01 The Company shall have complete authority in its sole
discretion to make, interpret and administer such rules and regulations as it
deems necessary to implement and administer the Plan, and any determination,
decision or action of the Company in connection with the construction,
interpretation, administration or application of the Plan shall be final,
conclusive and binding upon all Participants and any and all persons claiming
under or through any Participant.
4.02 The Company shall appoint a financial institution selected by
the Company in its sole discretion (the "Agent") to administer certain tasks
relating to the Plan as provided herein or as otherwise designated by the
Company.
5. Eligibility
5.01 Any Shareholder who is a resident of the United States of
America is eligible to participate in the Plan. To enroll in the Plan, a
Shareholder must submit a properly completed enrollment form to the Agent in
accordance with rules and regulations established by the Company.
5.02 A broker or nominee who is a record owner of Common Stock may
participate in the Plan on behalf of a beneficial owner of Common Stock.
21
<PAGE>
6. Dividend Reinvestment
6.01 Any participant may elect to participate in the Plan with
respect to all or any portion of the shares of Common Stock registered in his
name, and such shares designated by the Participant shall thereupon be
Participating Shares.
6.02 A Participant shall make an initial election as to the number
of his Participating Shares upon enrollment in the Plan. The Participant may
from time to time thereafter make elections to change the number of his
Participating Shares, and such elections shall become effective in accordance
with rules and regulations established by the Company.
6.03 As and when Dividends are paid on the Common Stock, the
Company shall promptly pay to the Agent all Dividends payable on Participating
Shares (less tax withheld, if any).
7. Supplemental Payments
7.01 Any Participant may make Supplemental Payments at such time or
times as may be established by the company; provided, however, that no
Participant may make Supplemental Payments to be applied on any one Investment
Date in excess of TEN THOUSAND DOLLARS ($10,000.00), or less than ONE HUNDRED
DOLLARS ($100.00).
7.02 All Supplemental Payments shall be made to the Agent.
Participants shall make Supplemental Payments by check, or such other means as
the Company shall determine.
7.03 Supplemental Payments will be held by the Agent, without
interest, until the Investment Date.
22
<PAGE>
8. Purchases of Common Stock
8.01 The Company will set aside 1,000,000 shares of Common Stock to
be available for purchase under the Plan, subject to adjustment as provided
in Section 15 hereof.
8.02 The Agent shall apply the Dividends received in accordance
with Section 6 hereof and any Supplemental Payments received in accordance with
Section 7 hereof to the purchase of shares of Common Stock from the Company or
on the open market, and shall allocate such shares (including fractional shares)
to each Participant in accordance with the amount of Dividends and/or
Supplemental Payments received with respect to the Participant. The Agent shall
apply Dividends and any Supplemental Payments to the purchase of Common Stock on
each Investment Date or as soon as practicable thereafter. The purchase price
to each Participant of Common Stock purchased from the Company shall be
determined in the sole discretion of the Company, but shall not be less than
ninety-five percent (95%) of the Fair Market Value of the Common Stock on the
last business day of the calendar quarter immediately preceding the Investment
Date involved or less than the par value of the Common Stock. The purchase
price to each Participant of Common Stock purchased on the open market shall
normally be the weighted average price of the Common Stock so purchased.
8.03 The Company shall adopt a written policy setting forth the
circumstances under which the Agent is to purchase Common Stock from the Company
and the circumstances under which the Agent is to purchase Common Stock on the
open market and may amend such policy from time to time.
23
<PAGE>
9. Commingling of Funds
The Agent may commingle the funds of a Participant with those of other
Participants.
10. Custody of Purchased Common Stock; Issuance of Certificates to
Participants
10.01 Except as set forth in Section 10.02 below, the Agent shall
hold as custodian for the Participants, in the name of the Agent or in the name
of a nominee, all of the Common Stock purchased pursuant to the Plan.
10.02 If a Participant so requests in writing at the time, the Agent
shall deliver to the Participant one or more certificates, registered in the
name of the Participant, for all or any portion of the whole shares of Common
Stock held by the Agent for the Participant. The shares represented by such
certificates which are delivered to the Participant shall continue to be
Participating Shares, unless appropriate election is made pursuant to Section
6.02 or Article 13.
10.03 A Participant may deliver to the Agent one or more
certificates for shares of Common Stock owned by such Participant and registered
in the Participant's name, duly endorsed for transfer and with the Participant's
signature properly guaranteed. The shares represented by such certificate or
certificates shall be held by the Agent as custodian for the Participant in the
name of the Agent or in the name of a nominee, subject to all of the other
provisions of this Plan.
11. Non-cash Dividends and Distributions: Rights Offerings
11.01 Absent an election by the Participant to the contrary, if any
dividends on any Participating Shares are paid in Common Stock, or if
Common Stock is distributed on account of Participating Shares in connection
24
<PAGE>
with any stock split or similar transaction, then such Common Stock shall be
delivered by the Company to the Agent and shall be held by the Agent for the
Participant, and all such shares shall become Participant Shares.
11.02 If rights to subscribe to Common Stock are distributed on
account of Participating Stock in connection with any offering of shares of
Common Stock by the Company, then such rights shall be delivered by the Company
to the Agent, which shall deliver same to the Participant, who shall have the
sole right to exercise the rights, or to sell, assign or transfer them. Any
shares of Common Stock issued upon the exercise of such rights shall not become
Participating Shares unless delivered to the Agent pursuant to Section 10.03.
12. Records; Reports to Participants; Voting Rights
12.01 The Agent shall establish and maintain a separate account
under the Plan for each Participant and shall maintain all accounting and other
records necessary to prepare the report described in Section 12.02 hereof.
12.02 As promptly as practicable after each purchase of Common Stock
pursuant to the Plan, the Agent shall prepare and send to each Participant whose
Dividends and/or Supplemental Payments have been applied to such purchase, a
report of all transactions in his account since the last such report, including
a statement of the number of shares of Common Stock held for the Participant,
the amount of Dividends allocable to the Participant, the amount of any
Supplemental Payments made by the Participant, and the amount of Common Stock
purchased for the Participant and the price paid for such stock.
12.03 The Agent, in cooperation with the Company, shall furnish each
Participant who is not a holder of record of Common Stock with all annual,
quarterly and other reports distributed generally to the Company's shareholders.
25
<PAGE>
12.04 The Agent, in cooperation with the Company, shall furnish each
Participant with all proxy material, including a form of proxy, relating to any
annual or special meeting of the Company's shareholders. Such form of proxy
shall cover all whole shares of Common Stock held for a Participant under the
Plan and shall be voted as and to the extent specified thereon by the
Participant. The Agent shall have no authority to vote any shares of Common
Stock held for any Participant, whether or not a Participant votes them.
12.05 The Company and the Agent shall cooperate in taking all
actions reasonable to assure accurate reporting to Participants and to the
Internal Revenue Service of Dividends paid and any taxes withheld thereon;
provided, however, that no action or failure to act on the part of the Company
or the Agent shall relieve any Participant of any tax which may be payable on
Dividends or otherwise in connection with the Plan.
13. Termination of Participation
A Participant may terminate his participation in the Plan at any time
by giving to the Agent written notice of such termination (which notice shall be
effective two (2) business days after receipt by the Agent) or by withdrawing
pursuant to Section 6.02 all of his whole shares of Common Stock which are
Participating Shares. The participation of a Participant shall also terminate
automatically upon the Agent's receipt of written notice of the death of the
Participant or upon the Company giving written notice to the Participant in the
event of any termination of the Plan pursuant to Section 14. Upon any such
termination, the affected Participant or his designated beneficiary shall
receive certificates, registered in his name, for the number of whole shares of
Common Stock held for the Participant, together with a check for the Fair Market
Value (as of the date participation is terminated) of any fractional shares of
Common Stock held; provided, however, that the Company may permit a Participant
26
<PAGE>
to request that the Agent sell all or any portion of the whole shares of Common
Stock held for the Participant, with the Participant receiving the proceeds
from such sale less any brokerage commissions and fees. After any such
termination, any Dividends (or other distributions) and/or Supplemental Payments
received shall be forwarded to the Participant.
14. Amendment and Termination of the Plan
The Company shall have complete authority in its sole discretion to
suspend or terminate the Plan, in whole or in part, or to amend the Plan.
15. Dilution and Other Adjustments
15.01 If the outstanding shares of Common Stock are increased,
decreased or changed into, or exchanged for, a different number or kind of
shares or securities of the Company, with or without receipt of consideration by
the Company, through a reorganization, merger, recapitalization,
reclassification, stock split, stock consolidation, stock dividend, or similar
event, then an appropriate and proportionate adjustment shall be made in the
number and kind of shares or other securities covered by the Plan.
15.02 Adjustments under Section 15.01 hereof shall be made by the
Company, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive.
16. Construction
As used herein, the singular shall include the plural and vice versa,
and the masculine shall include the feminine.
17. Governing Law
The interpretation and performance of the Plan shall be governed by the
laws of the State of New York.
27
<PAGE>
EXHIBIT 5
OPINI0N OF LAMB & BARNOSKY, LLP
[Lamb & Barnosky, LLP Letterhead]
June 8, 2000
State Bancorp, Inc.
699 Hillside Avenue
New Hyde Park, New York 11040
Re: State Bancorp, Inc.
Registration Statement on Form S-3
----------------------------------
Dear Board of Directors and Shareholders of State Bancorp, Inc.:
In connection with the above-referenced registration statement on Form S-3
pertaining to the State Bancorp, Inc. Dividend Reinvestment and Stock Purchase
Plan No. 2 (the "Plan"), we have acted as Counsel to the Corporation, and have
examined all documents, transactions and questions of law which we have deemed
necessary and appropriate for purposes of rendering the following opinion.
Based on our examination, it is our opinion that when the registration statement
on Form S-3 becomes effective under the Securities Act of 1933, those shares of
$5.00 par value Common Stock of the corporation issued or distributed thereunder
and paid for in accordance with the terms of the Plan will be duly authorized,
validly issued, fully-paid and nonassessable.
We hereby consent to the reference to our firm and to this opinion appearing in
the prospectus filed as part of the registration statement on Form S-3, as well
as any amendments or supplements thereto, and we further consent to the use of
this opinion as an exhibit to such registration statement.
Very truly yours,
/s/ Gerald P. Rosenberg
Gerald P. Rosenberg
28
<PAGE>
Exhibit 23 (a)
INDEPENDENT AUDITORS' CONSENT
Deloitte & Touche, LLP
1700 Market St.
Philadelphia, PA 19103-3984
We consent to the incorporation by reference in this Registration Statement
of State Bancorp, Inc. on Form S-3 of our report dated January 28, 2000,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
State Bancorp, Inc. for the year ended December 31, 1999 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
s/Deloitte & Touche, LLP
June 27, 2000
29
