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.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 16-1268674
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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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
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(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
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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
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<S> <C> <C> <C> <C>
Common Stock, 81,450 $7.20 $512,000 $264
$.01 par value shares
per share
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(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.
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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.
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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;
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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.
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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
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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.
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Signature Title Date
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<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
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J. Peter Chaplin
Director August , 2000
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Richard Chojnowski
Director August , 2000
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Gene E. Goldenziel
Director August , 2000
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Peter B. Gregory
/s/ William C. Gumble Director August 28, 2000
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William C. Gumble
/s/ Bruce D. Howe Director August 28, 2000
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Bruce D. Howe
/s/ Andrew S. Kowalczyk, Jr Director August 28, 2000
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Andrew S. Kowalczyk, Jr.
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/s/ Dan B. Marshman Director August 28, 2000
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Dan B. Marshman
Director August , 2000
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John G. Martines
/s/ John C. Mitchell Director August 28, 2000
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John C. Mitchell
Director August , 2000
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Joseph G. Nasser
Director August , 2000
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William L. Owens
/s/ Paul O. Stillman Director August 28, 2000
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Paul O. Stillman
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INDEX TO EXHIBITS
The following documents are submitted as exhibits to this Form S-8.
Exhibit
Number
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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.