AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 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)
DELAWARE 16-1268674
- --------------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NBT BANCORP INC. EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------------
(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
<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, 500,000 $14.38 $7,190,000 $1,899
$.01 PAR VALUE SHARES
PER SHARE
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) PLUS SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED PURSUANT TO THE
EMPLOYEE STOCK PURCHASE PLAN 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 AVERAGE OF THE HIGHEST AND LOWEST
QUOTED SELLING PRICES OF THE REGISTRANT'S COMMON STOCK REPORTED ON THE NASDAQ
NATIONAL MARKET ON MARCH 17, 2000, A DATE WITHIN FIVE DAYS OF THE DATE ON WHICH
THIS REGISTRATION STATEMENT WAS FILED.
AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 8 OF THIS FORM S-8.
<PAGE>
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) The description of Bancorp's Common Stock as set forth under the
caption "DESCRIPTION OF NBT CAPITAL STOCK" presented in the prospectus
portion of NBT's Form S-4 Registration Statement, SEC File No.
333-93197, filed with the Commission on January 11, 2000 and NBT's SEC
Rule 424(b)(3) prospectus filed with the Commission on January 14,
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 Employee Stock Purchase 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:
<PAGE>
(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;
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.
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 forgoing 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
<PAGE>
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 20th day of March,
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 March 20, 2000
- ----------------------------- and Director (Principal Executive
Daryl R. Forsythe Officer)
/s/ Michael J. Chewens Executive Vice President and March 20, 2000
- ----------------------------- Chief Financial Officer
Michael J. Chewens (Principal Financial and Accounting
Officer)
/s/ Everett A. Gilmour Chairman of the Board of Directors March 20, 2000
- -----------------------------
Everett A. Gilmour
/s/ J. Peter Chaplin Director March 20, 2000
- -----------------------------
J. Peter Chaplin
/s/ Peter B. Gregory Director March 20, 2000
- -----------------------------
Peter B. Gregory
Director , 2000
- ----------------------------- --------
William C. Gumble
Director , 2000
- ----------------------------- --------
Bruce D. Howe
/s/ Andrew S. Kowalczyk, Jr. Director March 20, 2000
- -----------------------------
Andrew S. Kowalczyk, Jr.
/s/ Dan B. Marshman Director March 20, 2000
- -----------------------------
Dan B. Marshman
Director , 2000
- ----------------------------- --------
John G. Martines
/s/ John C. Mitchell Director March 20, 2000
- -----------------------------
John C. Mitchell
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director , 2000
- ----------------------------- --------
William L. Owens
Director , 2000
- ----------------------------- --------
Paul O. Stillman
</TABLE>
<PAGE>
INDEX TO EXHIBITS
The following documents are attached as exhibits to this Form S-8 or, if
annotated by the symbol *, are incorporated by reference as Exhibits to previous
filings of the Registrant with the Commission.
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.
EXHIBIT 5.1
OPINION AND CONSENT OF DUANE, MORRIS & HECKSCHER LLP
<PAGE>
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
NBT Bancorp Inc. March 20, 2000
52 South Broad Street
Norwich, New York 13815
Gentlemen:
We have acted as special counsel to NBT Bancorp Inc. (the "Company"), in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relative to the offer and
sale by the Company by means of a prospectus (the "Prospectus") of up to 500,000
shares (the "Shares") of common stock, $.01 par value per share ("Common
Stock"), pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
As special counsel to the Company, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate records of the Company, including the resolutions of the Company's
board of directors and other records relating to the authorization,
registration, sale, and issuance of the Shares, communications or certifications
of public officials, certificates of officers, directors and representatives of
the Company and such other documents as we have deemed relevant and necessary as
the basis of the opinions expressed herein. In making such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares to be
issued by the Company as described in the Prospectus and Registration Statement,
when issued in accordance with the terms and conditions of the Plan, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus portion of the Registration Statement and further
consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR
The Board of Directors
NBT Bancorp Inc.:
We consent to incorporation by reference in the registration statements on
Form S-8 related to the registration of shares for the Employee Stock Purchase
Plan filed by NBT Bancorp Inc. under the Securities Act of 1933 of our report
dated January 21, 2000, relating to the consolidated balance sheets of NBT
Bancorp Inc. and subsidiary as of December 31, 1999 and 1998, and the related
consolidated statements of income, stockholders' equity, cash flows and
comprehensive income for each of the years in the three-year period ended
December 31, 1999 which report appears in the December 31, 1999 annual report on
Form 10-K of NBT Bancorp Inc., incorporated by reference herein.
/s/ KPMG LLP
KPMG LLP
Syracuse, New York
March 20, 2000
