AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALLIANCE FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 16-1276885
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
65 MAIN STREET, CORTLAND, NEW YORK 13045
--------------------------------------- ----------
(Address of Principal Executive Offices (zip code)
ALLIANCE FINANCIAL CORPORATION 1998 LONG TERM INCENTIVE COMPENSATION PLAN
-------------------------------------------------------------------------
(Full title of the plan)
DAVID R. ALVORD, CO-CHIEF EXECUTIVE OFFICER
65 MAIN STREET, CORTLAND, NEW YORK 13045
--------------------------------------------
(Name, address of agent for service)
(607) 756-2831
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per share* Offering price* Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share ....... 400,000 $21.50 $8,600,000 $2,270.40
shares
========================================================================================================================
</TABLE>
* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by
the Nasdaq National Market on January 21, 2000.
Exbibit Index on page 6.
================================================================================
Page 1 of 9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Alliance Financial Corporation (the
"Company") (Exchange Act File No. 0-15366) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1998, filed
with the Commission on March 26, 1999;
(b) Quarterly Reports on Forms 10-Q for the quarterly periods ended March
31, 1999, June 30, 1999 and September 30, 1999, filed with the
Commission on May 17, 1999, August 13, 1999 and November 12, 1999,
respectively;
(c) Periodic Report on Form 8-K, filed with the Commission on July 21,
1999; and
(d) The descriptions of the Company's Common Stock contained in the
Company's registration statements filed under section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Page 2 of 9
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
NEW YORK BUSINESS CORPORATION LAW
Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, and 721 through 725 of the NYBCL.
Page 3 of 9
<PAGE>
BYLAWS
The Company's Bylaws provide that the Company shall, to the fullest extent
permitted by the NYBCL, indemnify any person who was or is made or is 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 or she is or was a director, officer or employee of the
Company or of any of its subsidiaries. The Bylaws also provide that in all
situations in which indemnification is not mandatory as described in the
preceding sentence, the Company may, to the fullest extent permitted by the
NYBCL, indemnify any person whom it is empowered to indemnify pursuant to the
NYBCL.
AGREEMENT AND PLAN OF REORGANIZATION
The Company is the result of the merger of Oneida Valley Bancshares, Inc.
("Oneida Valley") with and into Cortland First Financial Corporation ("Cortland
First") pursuant to the terms of an Agreement and Plan of Reorganization dated
as of July 10, 1999. Section 4.13 of the Agreement and Plan of Reorganization
provides as follows:
(a) From and after the Effective Date, [the Company] shall indemnify,
defend and hold harmless each person who is now, or who has been at any
time before the date hereof or who becomes before the Effective Date, an
officer or director of either [Oneida Valley or Cortland First] or any of
their respective subsidiaries (the "Indemnified Parties") against all
losses, claims, damages, costs, expenses (including attorneys' fees),
liabilities or judgments or amounts that are paid in settlement (which
settlement shall require the prior written consent of [the Company], which
consent shall not be unreasonably withheld) of or in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
or administrative (each, a "Claim"), in which an Indemnified Party is, or
is threatened to be made, a party or witness in whole or in part on or
arising in whole or in part out of the fact that such person is or was a
director or officer of either [Oneida Valley or Cortland First] or any of
their respective subsidiaries if such Claim pertains to any matter or fact
arising, existing or occurring before the Effective Date (including without
limitation the Merger and the other transactions contemplated hereby),
regardless of whether such Claim is asserted or claimed before, or at or
after, the Effective Date (the "Indemnified Liabilities"), to the fullest
extent permitted under applicable state or federal law in effect as of the
date hereof or as amended applicable to a time before the Effective Date
and under [Oneida Valley's or Cortland First's] governing corporate
documents, and [the Company] shall pay expenses in advance of the final
disposition of any such action or proceeding to each Indemnified Party to
the full extent permitted by applicable state or federal law in effect as
of the date hereof or as amended applicable to a time before the Effective
Date upon receipt of any undertaking required by applicable law. Any
Indemnified Party wishing to claim indemnification under this Section
4.13(a), upon learning of any Claim, shall notify [the Company] (but the
failure so to notify [the Company] shall not relieve it from any liability
which it may have under this Section 4.13(a), except to the extent such
failure materially prejudices [the Company]) and shall deliver to [the
Company] the undertaking, if any, required by applicable law. [the Company]
shall ensure, to the extent permitted under applicable law, that all
limitations of liability existing in favor of the Indemnified Parties as
provided in [Oneida Valley's or Cortland First's] governing corporation
documents, as in effect as of the date hereof,
Page 4 of 9
<PAGE>
or allowed under applicable state or federal law as in effect as of the
date hereof or as amended applicable to a time before the Effective Date,
with respect to claims or liabilities arising from facts or events existing
or occurring before the Effective Date (including without limitation, the
transactions contemplated hereby), shall survive the Merger. In the event
of any such Claim (whether arising before or after the Effective Date), (1)
[the Company] shall have the right to assume the defense thereof (in which
event the Indemnified Parties will cooperate in the defense of any such
matter) and upon such assumption [the Company] shall not be liable to any
Indemnified Party for any legal expenses of other counsel or any other
expenses subsequently incurred by any Indemnified Party in connection with
the defense thereof, except that if [the Company] elects not to assume such
defense, or counsel for the Indemnified Parties reasonably advises the
Indemnified Parties that there are or may be (whether or not any have yet
actually arisen) issues which raise conflicts of interest between [the
Company] and the Indemnified Parties, the Indemnified Parties may retain
counsel reasonably satisfactory to them, and [the Company] shall pay the
reasonable fees and expenses of such counsel for the Indemnified Parties,
(2) [the Company] shall be obligated pursuant to this paragraph to pay for
only one firm of counsel for all Indemnified Parties whose reasonable fees
and expenses shall be paid promptly as statements are received, (3) [the
Company] shall not be liable for any settlement effected without its prior
written consent (which consent shall not be unreasonably withheld) and (4)
[the Company] shall have no obligation hereunder to any Indemnified Party
when and if a court of competent jurisdiction shall ultimately determine,
and such determination shall have become final and nonappealable, that
indemnification of such Indemnified Party in the manner contemplated hereby
is prohibited by applicable law.
(b) From and after the Effective Date, the directors, officers and
employees of [Oneida Valley and Cortland First] or any of their respective
subsidiaries who become directors or officers of [the Company] or any of
its subsidiaries, except for the indemnification rights provided pursuant
to any indemnification agreements between [Cortland First and Oneida
Valley] and their respective directors and as set forth in paragraph (a) of
this Section 4.13, shall have indemnification rights having prospective
application only. The prospective indemnification rights shall consist of
such rights to which directors and officers of [the Company] and its
subsidiaries are entitled under the provisions of the governing corporation
documents of [the Company] and its subsidiaries, as in effect from time to
time after the Effective Date, as applicable, and provisions of applicable
state and federal law as in effect from time to time after the Effective
Date.
(c) For a period of six years from and after the Effective Date, [the
Company] shall cause to be maintained in effect the current policies of
directors' and officers' liability insurance maintained by [Oneida Valley]
(provided that [the Company] may substitute therefor policies from
financially capable insurers of at least the same coverage and amounts
containing terms and conditions which are substantially no less
advantageous) with respect to Claims arising from facts or events which
occurred before the Effective Date. Following consummation of the Merger,
the directors and officers of [the Company] shall be covered by the
directors' and officers' liability insurance maintained by [the Company].
(d) The obligations of [the Company] provided under paragraphs (a),
(b) and (c) of this Section 4.13 are intended to be enforceable against
[the Company] directly by the
Page 5 of 9
<PAGE>
Indemnified Parties and shall be binding on all respective successors and
permitted assigns of [the Company].
(e) In the event [the Company] or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or
merger, or (ii) transfers or conveys all or substantially all of its
properties and assets to any person, then, and in each such case, to the
extent necessary, proper provision shall be made so that the successors and
assigns of [the Company] shall assume the obligations set forth in this
Section 4.13.
(f) As a condition to receiving indemnification under this Section
4.13, the party claiming indemnification shall assign, by separate writing,
to [the Company] all right, title and interest to and in proceeds of any
insurance maintained or provided by [Oneida Valley or Cortland First] or
any of their respective affiliates for the benefits of the claiming party,
to the extent of indemnification actually received from [the Company]
hereunder and shall send such notices as [the Company] may reasonably
request under any applicable directors' and officers' liability or blanket
bond insurance coverage to preserve claims of which the claiming party is
aware.
(g) No person shall be entitled to indemnification under this Section
4.13 if such person is seeking indemnification based on a claim (other than
a claim arising as a supplier to, customer of or borrower from [Cortland
First, First National Bank of Cortland, Oneida Valley or Oneida Valley
National Bank]) brought by such person or by an entity of which such person
is a general partner, executive officer, director, trustee, beneficiary or
controlling person unless such person has waived any right to participate
in any damage or other award to such claiming party or other entity in any
such action, suit or proceeding."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included at page 8 of this Registration Statement).
Page 6 of 9
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement 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.
(b) 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.
(c) 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.
2. 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 Section 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 Securities Exchange Act of 1934) 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.
3. 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 7 of 9
<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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cortland, New York on the 18th day of January, 2000.
ALLIANCE FINANCIAL CORPORATION
By: /s/ David R. Alvord
--------------------------
David R. Alvord
Co-Chief Executive Officer
Each person whose signature appears below hereby authorizes David R.
Alvord, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DAVID R. ALVORD Co-Chief Executive Officer and Director January 18, 2000
- ----------------------------------- (Principal Executive Officer)
David R. Alvord
/s/ JOHN C. MOTT Co-Chief Executive Officer and Director January 18, 2000
- ----------------------------------- (Principal Executive Officer)
John C. Mott
/s/ DAVID P. KERSHAW Treasurer, Chief Financial Officer and January 18, 2000
- ----------------------------------- Director (Principal Financial and
David P. Kershaw Accounting Officer)
/s/ DONALD S. AMES Director January 18, 2000
- -----------------------------------
Donald S. Ames
/s/ JOHN W. BAILEY Director January 18, 2000
- -----------------------------------
John W. Bailey
/s/ MARY ALICE BELLARDINI Director January 18, 2000
- -----------------------------------
Mary Alice Bellardini
/s/ JOHN H. BUCK Director January 18, 2000
- -----------------------------------
John H. Buck
/s/ DONALD H. DEW Director January 18, 2000
- -----------------------------------
Donald H. Dew
</TABLE>
Page 8 of 9
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ PETER M. DUNN Director January 18, 2000
- -----------------------------------
Peter M. Dunn
/s/ ROBERT H. FEARON, JR Director January 18, 2000
- -----------------------------------
Robert H. Fearon, Jr
/s/ ROBERT H. KUIPER Director January 18, 2000
- -----------------------------------
Robert H. Kuiper
/s/ SAMUEL J. LANZAFAME Director January 18, 2000
- -----------------------------------
Samuel J. Lanzafame
/s/ ROBERT M. LOVELL Director January 18, 2000
- -----------------------------------
Robert M. Lovell
/s/ GARRISON A. MARSTED Director January 18, 2000
- -----------------------------------
Garrison A. Marsted
/s/ HARRY D. NEWCOMB Director January 18, 2000
- -----------------------------------
Harry D. Newcomb
/s/ CHARLES E. SHAFER Director January 18, 2000
- -----------------------------------
Charles E. Shafer
/s/ RICHARD J. SHAY Director January 18, 2000
- -----------------------------------
Richard J. Shay
/s/ RICHARD G. SMITH Director January 18, 2000
- -----------------------------------
Richard G. Smith
/s/ CHARLES H. SPAULDING Director January 18, 2000
- -----------------------------------
Charles H. Spaulding
/s/ DAVID J. TAYLOR Director January 18, 2000
- -----------------------------------
David J. Taylor
/s/ EDWARD W. THOMA Director January 18, 2000
- -----------------------------------
Edward W. Thoma
/s/ STUART E. YOUNG Director January 18, 2000
- -----------------------------------
Stuart E. Young
</TABLE>
Page 9 of 9
EXHIBIT 5.1
January 25, 2000
Alliance Financial Corporation
65 Main Street
Cortland, New York 13045
Ladies and Gentlemen:
We have acted as counsel to Alliance Financial Corporation, a New York
Corporation (the "Company") in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed on this date with the United
States Securities and Exchange Commission with respect to the Alliance Financial
Corporation 1998 Long Term Incentive Compensation Plan (the "Plan").
In rendering this opinion, we have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of such corporate
records of the Company, communications or certifications of public officials,
communications with or certificates of officers, directors and representatives
of the Company, and such other documents as we have deemed necessary to the
issuance of the opinion set forth herein. In making this 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, it is our opinion that the shares of the
Company's Common Stock, par value $1.00 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
issued in accordance with the Plan, legally issued, fully paid and
non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 15, 1999 relating to the
financial statements of Alliance Financial Corporation, which appears in
Alliance Financial Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
January 24, 2000