SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Smithtown Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
New York 11-2695037
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(State of incorporation or organization) (IRS Employer
Identification No.)
One East Main Street, Smithtown, NY 11787
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following box.[_] please check the following box.[X]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to purchase Series A Participating Preferred Stock
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
On January 22, 1998, Smithtown Bancorp, Inc., a New York corporation
(the "Company"), amended the Shareholder Protection Rights Agreement, dated as
of September 23, 1997 (the "Rights Agreement"), as amended by the Amendment to
Rights Agreement, dated as of January 22, 1998, between the Company and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
("ChaseMellon"), to provide that the Exercise Price (as defined in the Rights
Agreement) was amended to be $340.00.
Item 2. Exhibits.
Exhibit No. Description
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(1) Amendment to Rights Agreement, dated as of January 22, 1998,
between the Company and ChaseMellon.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SMITHTOWN BANCORP, INC.
Date: January 22, 1998 By /s/ Bradley E. Rock
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Name: Bradley E. Rock
Title: Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Exhibit 1
AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
AMENDMENT, dated as of January 22, 1998 (this "Amendment"), to the
Shareholder Protection Rights Agreement, dated as of September 23, 1997 (the
"Rights Agreement"), between Smithtown Bancorp, Inc., a New York corporation
(the "Company") and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company, as Rights Agent (the "Rights Agent").
WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company
and the Rights Agent may, prior to the Flip-in Date (as defined in the Rights
Agreement), amend the Rights Agreement without the approval of any holders of
Rights (as defined in the Rights Agreement). The Company now desires to amend
the Rights Agreement as set forth in this Amendment; and
WHEREAS, at a meeting of the board of directors of the Company on
December 31, 1997, the board of directors of the Company unanimously approved
the amendment to the Rights Agreement set forth in this Amendment and authorized
the Company to execute an amendment to the Rights Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment of Section 1.1
The Rights Agreement is hereby amended by deleting in its entirety the
second sentence in the definition of "Exercise Price" contained in Section 1
thereof and substituting therefor the following:
"Until adjustment thereof in accordance with
the terms hereof, the Exercise Price shall
equal $340.00"
2. Amendment to Form of Rights Certificate
The form of Rights Certificate set forth in the Rights Agreement as
Exhibit A is hereby amended by deleting in its entirety the last sentence of the
first paragraph of the form of Rights Certificate (not including the legend at
the top of such form) and substituting therefor the following:
<PAGE>
"The Exercise Price shall initially be $340.00
per Right and shall be subject to adjustment
as provided in the Agreement."
3. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed to be an original,
and all of such counterparts shall together constitute but one and the same
instrument.
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SMITHTOWN BANCORP, INC.
By:/s/ Bradley E. Rock
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Name: Bradley E. Rock
Title: Chairman of the Board, President
and Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By:/s/ Laura R. Picone
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Name: Laura R. Picone
Title: Vice President
