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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUDSON CHARTERED BANCORP, INC.
(Exact Name of Registrant
as Specified in its Charter)
New York
(State of Incorporation or
Organization)
14-1668718
(IRS Employer Identification
Number)
P.O. Box 310, Route 55
Lagrangeville, New York 12540
(Address of Principal Executive Offices)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2), please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Common Stock, par value $.80 American Stock Exchange
per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrants' Securities to be
Registered
This registration statement relates to the common stock, par
value $.80 per share ("Common Stock") of the Registrant, which is to be
registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended ("Exchange Act") and listed on the American Stock
Exchange.
Common Stock
The Registrant is authorized to issue 20,000,000 shares of Common
Stock, of which 4,679,067 shares were outstanding and 130,440 shares
were held as treasury stock as of July 8, 1997. Holders of Common Stock
are entitled to one vote per share on all matters and do not have
cumulative voting rights in the election of directors. Holders of
Common Stock do not have any preemptive rights for the purchase of
additional shares of any class of stock of the Registrant, and are not
subject to liability for further calls or assessments.
The holders of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of funds legally
available therefor, after distribution of all preferential amounts due
to the holders of preferred stock. Currently, the principal sources of
funds available for the payment of dividends on the Common Stock are
dividends received from the Registrant's principal subsidiary, The
First National Bank of Hudson Valley ("Bank"), and income received on
the Registrant's investments. The payment of dividends by the Bank is
subject to limitations imposed by applicable federal and state laws and
regulations.
In the event of liquidation, holders of the Common Stock will be
entitled to receive, pro rata, all assets available for distribution
after the payment of all obligations of the Registrant, including any
debt obligations of the Registrant and the distribution of all
preferential amounts due to the holders of preferred stock.
The Board of Directors of the Registrant generally is authorized
to issue authorized shares of Common Stock without the approval of
stockholders, except as provided by applicable law or the rules of a
national securities exchange.
Preferred Stock
The Registrant is authorized to issue five million shares of its
preferred stock, par value $.01 per share ("Preferred Stock"), none of
which were outstanding as of July 8, 1997. Under the Registrant's
Certificate of Incorporation, the Board of Directors has the sole
authority to divide the preferred stock into and cause the preferred
stock to be issued in series
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and to fix the rights and preferences of any series so established.
Variations between different series may be created by the Board of
Directors with respect to such matters as voting rights, if any, the
rate of dividends, the priority of payment thereof, and the right to
cumulation thereof, if any, redemption terms and conditions, and the
right of conversion, if any.
Certain Antitakeover Provisions of the Registrant's Certificate
of Incorporation and Bylaws
The Certificate of Incorporation and Bylaws of the Registrant
contain provisions that may have the effect of discouraging a change in
control that is not supported by the Registrant's Board of Directors or
of making such a transaction more difficult to accomplish, even if such
a transaction is desired by a simple majority of the Registrant's
stockholders. This section sets forth a brief discussion of the reasons
for, and the operation and effects of, these provisions.
Amendment of Certificate of Incorporation. Certain provisions of
the Registrant's Certificate of Incorporation, including those related
to antitakeover protections, the consideration of noneconomic factors
by the Board of Directors, removal of directors and filling of director
vacancies, may not be repealed or amended unless approved by the
affirmative vote of holders of 80% of the outstanding voting stock
thereof. In addition, except for stockholder approval to increase the
number of authorized shares of Common Stock, the affirmative vote of
not less than 66 2/3% of the outstanding voting stock of the Registrant
is required to amend or repeal the provision regarding capital stock in
the Certificate of Incorporation.
Business Combinations/Other Corporate Acts. Generally, under New
York law, for a plan of merger or consolidation, or a plan to sell,
lease, exchange or otherwise dispose of all or substantially all of the
assets of a corporation to be adopted by a corporation, such plan must
receive the vote of two-thirds of all outstanding shares entitled to
vote thereon. The Registrants's Certificate of Incorporation requires
that any such proposal be approved by the holders of 80% of its
outstanding shares, unless 80% of the Board of Directors recommends
such plan to the stockholders, to approve such plan, in which case such
plan requires only the vote specified by New York law.
The increased stockholder vote required to approve such actions
may have the effect of foreclosing mergers or dispositions of assets
which two-thirds of stockholders deem desirable and may place the power
to prevent such a transaction in the hands of a minority of
stockholders.
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Classified Board. The Board of Directors of the Registrant is
divided into three classes, with each class being as nearly equal in
number as possible. Each director holds office for a term of three
years following his or her election. In the event of an increase or
decrease in the number of directors of the Registrant, the New York
Business Corporation Law provides that each director then serving as
such shall continue as a director of the class in which he is a member
until the expiration of his current term and newly-created or
eliminated directorships so created shall be apportioned among the
three classes so as to maintain such classes as nearly equal in number
as possible.
A classified Board of Directors could make it more difficult for
stockholders, including those holding a majority of the outstanding
shares, to force an immediate change in the composition of a majority
of the Board. Because the terms of approximately one-third of the
incumbent directors expire each year, at least two annual elections are
necessary for the stockholders to replace a majority of the Board,
whereas a majority of a non-classified board may be replaced in one
year.
The Registrant's management believes that the staggered election
of directors helps to promote the continuity of management because
approximately one-third of the Board is subject to election each year.
Staggered terms help to assure that in the ordinary course of business
approximately two-thirds of the directors, or more, at any one time
have at least one year's experience as directors, and moderate the pace
of changes in the Board by extending the minimum time required to elect
a majority of directors from one to two years.
Removal of Directors. The Registrants's Certificate of
Incorporation requires the vote of 80% of the outstanding voting stock
to remove directors for cause and provides that stockholders do not
have the right to remove directors without cause.
Consideration of Noneconomic Factors. The Registrant's
Certificate of Incorporation provides that, in considering whether to
oppose a tender offer, other exchange offer, merger, consolidation, or
sale, lease or exchange of assets, the Board of Directors may consider
any pertinent issues including, but not limited to: (i) whether the
offer price is acceptable, based on historical and present operating
results and financial condition of the corporation; (ii) whether a more
favorable price could be obtained for the corporation's securities or
assets, whichever the case may be, in the future; (iii) the impact of
such transaction on employees, depositors and customers of the
corporation and its subsidiaries; (iv) the reputation and business
practices of the offeror or merger partner and its management and
affiliates as they would effect the employees, depositors and customers
of the corporation and
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its subsidiaries and the future value of the corporation's stock; (v)
the value of any securities offered in exchange for the corporation's
securities, based on an analysis of the worth of the corporation as
compared to the entity whose securities are being offered; and (vi) any
antitrust or other legal or regulatory issues raised by the offer. If
the Board of Directors of the Registrant determines that an offer or
proposal should not be recommended to the stockholders, it would be
permitted to take any lawful action to accomplish its purpose of
opposing or not recommending such offer or proposal, including, but not
limited to, advising stockholders not to accept the offer; soliciting
proxies against the transaction or proposal; initiating, in good faith,
litigation against the offer or merger or consolidation partner; filing
complaints with governmental and regulatory authorities; issuing
authorized but unissued securities or treasury stock of the Registrant
or granting options with respect thereto; acquiring a company to create
an antitrust or other regulatory problem for the offeror; and obtaining
a more favorable offer from other entities or individuals, or obtaining
a more favorable entity to merge into or consolidate with the
Registrant.
Fair Price Provision. The Registrant's Certificate of
Incorporation provides that the affirmative vote of not less than 80%
of the outstanding shares of all voting stock and the affirmative vote
of the holders of not less than 67% of the outstanding shares of voting
stock held by stockholders other than a Controlling Party, as defined
below, is required for the approval of any merger, consolidation, sale,
exchange or lease of all or substantially all of the assets of the
corporation if such transaction involves any stockholder owning or
controlling, either directly or indirectly, twenty percent or more of
the corporation's voting stock ("Controlling Party"); however, these
voting requirements are not applicable in such transactions in which:
(a) the cash or fair market value of the consideration to be received
by holders of the Registrant's Common Stock in such transaction is not
less than the highest per share price (with appropriate adjustments for
recapitalizations, stock splits, stock dividends and distributions)
paid by the Controlling Party in the acquisition of any of its holdings
of the Registrant's Common Stock in the three years preceding the
announcement of a proposed transaction or (b) the transaction is
approved by at least sixty percent of the entire Board of Directors.
The increased stockholder vote required to approve certain
transactions with a Controlling Party which do not fulfill the fair
price or board approval provisions may have the effect of foreclosing
such transactions which a simple majority of the stockholders deems
desirable and may place the power to prevent such a merger or
combination in the hands of a minority of stockholders.
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Stockholder Nominations. The Registrant's Bylaws provide that
nominations by stockholders of individuals for election to the Board of
Directors shall be made by delivering written notice to the Secretary
of the corporation not less than 20 days before the meeting at which
directors will be elected. Such notice must set forth certain
background information about the persons to be nominated. The presiding
officer of the stockholders' meeting may disregard any nomination not
made in accordance with these procedures and may instruct the vote
tellers to disregard all votes cast for such nominee.
Item 2. Exhibits
Pursuant to Instruction II of the instructions as to exhibits,
the following documents of the Registrant are filed with the copy of
the registration statement filed with the American Stock Exchange, but
are not filed with, or incorporated by reference in, copies of the
registration statement filed with the Securities and Exchange
Commission:
1. Annual Report on Form 10-K for the year
ended December 31, 1996.
2. Quarterly Report on Form 10-Q for the three
months ended March 31, 1997.
3. Proxy Statement dated April 2, 1997 for the
Annual Meeting of Stockholders held May 1, 1997.
4. Copies of the Articles of Incorporation and
Bylaws.
5. Specimen stock certificate for Common Stock.
6. Annual Report to Stockholders for the year
ended December 31, 1996.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: July 24, 1997.
HUDSON CHARTERED BANCORP, INC.
By /s/ Paul A. Maisch
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Paul A. Maisch
Chief Financial Officer
