NBT BANCORP INC
S-8, 2000-08-29
NATIONAL COMMERCIAL BANKS
Previous: PROGRESS FINANCIAL CORP, 8-K, 2000-08-29
Next: NBT BANCORP INC, S-8, EX-5.1, 2000-08-29




     As filed with the Securities and Exchange Commission on August 29, 2000

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                NBT BANCORP INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                                     <C>
                           Delaware                                                     16-1268674
                           --------                                                     ----------
(State or other jurisdiction of incorporation or organization)                (I.R.S. Employer Identification No.)
</TABLE>

                 52 South Broad Street, Norwich, New York 13815
               (Address of Principal Executive Offices) (Zip Code)

            PIONEER AMERICAN HOLDING COMPANY CORP. STOCK OPTION PLAN,
                         as assumed by NBT Bancorp Inc.
                            (Full Title of the Plan)

                                DARYL R. FORSYTHE
                      President and Chief Executive Officer
                                NBT BANCORP INC.
          52 South Broad Street, Norwich, New York 13815 (607) 337-2265
          -------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:
                BRIAN D. ALPRIN, ESQ. and LAURENCE S. LESE, ESQ.
                          DUANE, MORRIS & HECKSCHER LLP
      1667 K Street, N.W., Suite 700, Washington, D.C. 20006 (202) 776-7800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Title of                   Amount            Proposed Maximum           Proposed Maximum         Amount of
Securities                 to be             Offering                   Aggregate                Registration
to be Registered           Registered (1)    Price Per Share (2)        Offering Price (2)       Fee
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>                        <C>                      <C>
Common Stock,                81,450          $7.20                      $512,000                 $264
$.01 par value                shares
per share
-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Plus such  additional  number of shares as may be  required  pursuant to the
Pioneer  American  Holding  Company  Corp.  Stock Option Plan, as assumed by NBT
Bancorp  Inc.,  in the event of a stock  dividend  or  split,  recapitalization,
reclassification,  merger, consolidation, combination, or exchange of shares, or
other similar corporate change.

(2) Estimated  solely for the purpose of calculating  the  registration  fee and
based,  pursuant to Rule  457(h)(1),  upon the basis of the  aggregate  price at
which the subject options may be exercised.


<PAGE>

          AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 7 OF THIS FORM S-8.

PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to  the  note  to  Form  S-8,  the  document  containing  the
information  specified  in Items 1 and 2 of Part I of the Form S-8 is not  being
filed with the Commission as part of this  Registration  Statement,  but will be
sent or given to employees as specified by Rule 428(b)(1).

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 -- Incorporation of Certain Documents by Reference

         The following  documents and portions of documents filed by NBT Bancorp
Inc.   ("Bancorp")  with  the  Commission  are  hereby  incorporated  into  this
Registration Statement by reference:

         (a)      Bancorp's  Annual  Report  on Form  10-K  for the  year  ended
                  December 31, 1999;

         (b)      Bancorp's  Quarterly  Reports  on Form  10-Q for the  quarters
                  ended March 31, 2000 and June 30, 2000;

         (c)      Bancorp's Current Reports on Form 8-K dated February 22, 2000,
                  March 3, 2000,  March 31, 2000, April 28, 2000, July 14, 2000,
                  July 25, 2000 and August 1, 2000; and

         (d)      The  description of Bancorp's  Common Stock as set forth under
                  the caption  "DESCRIPTION  OF NBT CAPITAL STOCK"  presented in
                  Bancorp's SEC Rule 424(b)(3) final prospectus,  dated April 3,
                  2000, and filed with the Commission on April 6, 2000.

         Bancorp additionally  incorporates by reference herein all documents to
be subsequently filed by Bancorp pursuant to Sections 13(a),  13(c), 14 or 15(d)
of the  Securities  Exchange Act of 1934,  as amended,  prior to the filing of a
post-effective  amendment which  indicates that all the securities  offered have
been sold or which deregisters all securities then remaining  unsold,  and deems
such documents to be incorporated by reference into this Registration  Statement
and to be part hereof from the dates of filing such  documents.  Copies of these
documents  will not be filed with this  Registration  Statement.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  Registration  Statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  Registration  Statement except
as so modified or superseded.




<PAGE>

Item 4 -- Description of Securities

         This Item is omitted because Bancorp's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5 -- Interests of Named Experts and Counsel

         This Item is omitted because it is not applicable.

Item 6 -- Indemnification of Directors and Officers

         Bancorp's  Certificate of Incorporation and By-Laws contain  provisions
providing  that  Bancorp  shall  indemnify  any  person who was or is a party or
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 is or was a director or officer of Bancorp,  or is or
was  serving at the  request  of  Bancorp  as a  director  or officer of another
corporation,  partnership,  joint venture,  trust, or other  enterprise,  to the
maximum extent  authorized and in the manner  prescribed by the Delaware General
Corporation Law.

         Bancorp's Certificate of Incorporation also provides that a Director of
Bancorp  shall not be  personally  liable to  Bancorp  or its  stockholders  for
monetary  damages  for breach of  fiduciary  duty as a  director,  with  certain
exceptions.

Item 7 -- Exemption from Registration Claimed

         This Item is omitted because it is not applicable.

Item 8 -- Exhibits

         The exhibits to this  registration  statement are listed in the Exhibit
Index included elsewhere herein.

         Pursuant to  Instruction  (b) under Item 8 of Form S-8, the  Registrant
hereby  undertakes  that it will submit or has  submitted  the Pioneer  American
Holding  Company  Corp.  Stock  Option  Plan and any  amendment  thereto  to the
Internal  Revenue  Service  ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.

Item 9 -- Undertakings

RULE 415 OFFERING

         The undersigned 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;

                  (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;



<PAGE>

         provided,  however,  that paragraph  (a)(1)(i) and (a)(1)(ii) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  registrant  pursuant to
         section 13 or section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

(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.

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The  undersigned  registrant  hereby  undertakes  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 Exchange  Act) 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.

INCORPORATED ANNUAL AND QUARTERLY REPORTS

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation  S-X is not set forth in the  prospectus,  to deliver or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<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-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Norwich,  State  of New  York,  on the 28th day of
August, 2000.

                                   NBT BANCORP INC.


                                   By: /s/ Daryl R. Forsythe
                                       -------------------------------------
                                       Daryl R. Forsythe
                                       President and Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.


<TABLE>
<CAPTION>
Signature                           Title                                               Date
---------                           -----                                               ----
<S>                                 <C>                                                 <C>
/s/ Daryl R. Forsythe               President, Chief Executive Officer                  August 28, 2000
-------------------------------     and Director (Principal Executive
Daryl R. Forsythe                   Officer)


/s/ Michael J. Chewens              Executive Vice President and                        August 28, 2000
-------------------------------     Chief Financial Officer
Michael J. Chewens                  (Principal Financial and Accounting
                                    Officer)


/s/ Everett A. Gilmour              Chairman of the Board of Directors                  August 28, 2000
-------------------------------
Everett A. Gilmour

/s/ J. Peter Chaplin                Director                                            August 28, 2000
-------------------------------
J. Peter Chaplin

                                    Director                                            August   , 2000
-------------------------------
Richard Chojnowski

                                    Director                                            August   , 2000
-------------------------------
Gene E. Goldenziel

                                    Director                                            August   , 2000
-------------------------------
Peter B. Gregory

/s/ William C. Gumble               Director                                            August 28, 2000
-------------------------------
William C. Gumble

/s/ Bruce D. Howe                   Director                                            August 28, 2000
-------------------------------
Bruce D. Howe

/s/ Andrew S. Kowalczyk, Jr         Director                                            August 28, 2000
-------------------------------
Andrew S. Kowalczyk, Jr.



<PAGE>




/s/ Dan B. Marshman                 Director                                            August 28, 2000
-------------------------------
Dan B. Marshman

                                    Director                                            August   , 2000
-------------------------------
John G. Martines

/s/ John C. Mitchell                Director                                            August 28, 2000
-------------------------------
John C. Mitchell

                                    Director                                            August   , 2000
-------------------------------
Joseph G. Nasser

                                    Director                                            August   , 2000
-------------------------------
William L. Owens

/s/ Paul O. Stillman                Director                                            August 28, 2000
-------------------------------
Paul O. Stillman
</TABLE>



<PAGE>



                                INDEX TO EXHIBITS

         The following documents are submitted as exhibits to this Form S-8.

 Exhibit
 Number
 ------

  5.1       Opinion of Duane, Morris & Heckscher LLP.

  23.1      Consent of Duane, Morris & Heckscher LLP
            (contained in their opinion filed as Exhibit 5.1).

  23.3      Consent of KPMG LLP.

  99.1      Pioneer  American  Holding  Company  Corp.  Stock  Option  Plan,  as
            assumed by NBT Bancorp Inc.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission