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Registration No. 33-______________
As filed with the Securities and Exchange Commission on May 31, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW YORK BANCORP INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 11-2869250
(State of Incorporation) (IRS Employer Identification No.)
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(Address of Principal Executive Offices)
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NEW YORK BANCORP INC.
1993 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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Michael A. McManus, Jr. Copies to:
President and Chief Executive Officer Mary Sjoquist, Esq.
New York Bancorp Inc. Leslie A. Murphy, Esq.
241-02 Northern Boulevard Muldoon, Murphy & Faucette
Douglaston, New York 11362 5101 Wisconsin Avenue, N.W.
(718) 631-8100 Washington, D.C. 20016
(Name, Address and Telephone Number of Agent for Service)
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |X|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Amount Proposed Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 514,361(1) $24.9810(2) $12,849,280(2) $4,431(3)
$01. par value
</TABLE>
_______________________
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the New York Bancorp Inc. 1993 Long-Term Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock pursuant to 17 C.F.R. ss. 230.416(a).
(2) Determined by a weighted average of the $22.25 exercise price for 60,724
options and the $21.75 exercise price of 3,550 options granted to date and
$25.375, the average of the high and low prices reported to the New York
Stock Exchange on May 28, 1996 for the 450,087 shares reserved but not yet
granted under the plan, pursuant to 17 C.F.R. ss. 230.457(h)(i).
(3) A total of 550,000 shares were registered on the original Form S-8 (SEC
File No. 33-75756) filed on February 25, 1994 and a registration fee of
$4,487 was paid at such time and 182,824 additional shares were registered
on a subsequent Form S-8 (SEC File No. 33-90440) filed on March 17, 1995
and a registration fee of $399.69 was paid at such time. The previously
registered shares together with the shares being registered hereby
represents the estimated number of additional shares intended for issuance
pursuant to the Plan.
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This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended and 17
C.F.R. ss. 230.462.
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This Registration Statement relates to the registration of 514,361
additional shares of Common Stock, $.01 par value per share, of New York Bancorp
Inc. (the "Registrant") reserved for issuance and delivery under the New York
Bancorp Inc. 1993 Long-Term Incentive Plan, as amended (the "Plan"). Such
additional shares are being reserved pursuant to the provision in the Plan which
automatically increases the number of shares that may be granted under the Plan
each year. On February 25, 1994, the Registrant registered 550,000 shares of
Common Stock, $.01 par value per share, reserved for issuance under the 1993
Long- Term Incentive Plan with the Securities and Exchange Commission (the
"SEC") (SEC File No. 33-75756) and on March 17, 1995, the Registrant registered
on a Form S-8 (SEC File No. 33- 90440), 182,824 additional shares of Common
Stock reserved pursuant to the Agreement and Plan of Merger, by and between the
Registrant and Hamilton Bancorp, Inc., dated June 30, 1994, whereby the
Registrant agreed to issue replacement options under the Plan to holders of
outstanding and exercisable options for Hamilton common stock granted under
Hamilton's 1993 Incentive Stock Option Plan and 1993 Stock Option Plan for
Outside Directors under the Registrant's 1993 Long-Term Incentive Plan. The
contents of such other filings are incorporated herein by reference pursuant to
General Instruction E for the Form S-8.
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
4.0 Restated Certificate of Incorporation of New York Bancorp Inc. is
incorporated herein by reference to Exhibit 4.0 to the
Registration Statement on Form S-8 (SEC File No. 33-90440) filed
on March 17, 1995.
4.1 Bylaws of New York Bancorp Inc. is incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 10-K for the
year ended September 30, 1992.
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of the
Common Stock registered hereby.
10.0 The New York Bancorp Inc. 1993 Long-Term Incentive Plan, as
Amended, is incorporated herein by reference to Exhibit 10.0 to
the Registration Statement on Form S-8 (SEC File No. 33-90440)
filed on March 17, 1995.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (located in the signature pages).
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New York
Bancorp Inc. 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 New York, State of New York, on the 30th day of
May, 1996.
New York Bancorp Inc.
By: /s/Michael A. McManus, Jr.
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Michael A. McManus, Jr.
President, Chief Executive Officer and Director
Each person whose individual signature appears below hereby makes,
constitutes and appoints Michael A. McManus, Jr. to sign for such person and in
such person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
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:
Name Title Date
---- ----- ----
/s/Michael A. McManus, Jr. President, Chief Executive May 30, 1996
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Michael A. McManus, Jr. Officer and Director
/s/Patrick E. Malloy, III Chairman of the Board May 30, 1996
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Patrick E. Malloy, III
/s/ Stan I. Cohen Senior Vice President, May 30, 1996
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Stan I. Cohen Controller, Secretary
and Director
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Name Title Date
---- ----- ----
/s/ Josiah T. Austin Director May 30, 1996
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Josiah T. Austin
/s/Geraldine A. Ferraro Director May 30, 1996
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Geraldine A. Ferraro
/s/Peter D. Goodson Director May 30, 1996
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Peter D. Goodson
/s/John E. D. Grunow, Jr. Director May 30, 1996
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John E. D. Grunow, Jr.
/s/Ronald H. McGlynn Director May 30, 1996
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Ronald H. McGlynn
/s/Walter R. Ruddy Director May 30, 1996
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Walter R. Ruddy
/s/Robert A. Simms Director May 30, 1996
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Robert A. Simms
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EXHIBIT INDEX
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Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
4.0 Restated Certificate of Incorporated by reference
Incorporation of to Exhibit 4.0 filed with
New York Bancorp Inc. New York Bancorp Inc.'s
Form S-8 (SEC File No. 33-90440)
4.1 Bylaws of New York Incorporated by reference to
Bancorp Inc. Exhibit 4.1 filed with New York
Bancorp Inc.'s Form 10-K for
the year ended September 30,
1992.
5.0 Opinion of Muldoon, Filed herewith.
Murphy & Faucette
10.0 New York Bancorp Inc. Incorporated by reference
1993 Long-Term to Exhibit 10.0 filed with
Incentive Plan, as New York Bancorp Inc.'s
Amended Form S-8 (SEC File No. 33-90440)
23.1 Consent of Muldoon, Located in Exhibit 5 herewith.
Murphy & Faucette
23.2 Consent of Filed herewith.
KPMG Peat Marwick LLP
24 Power of Attorney Located in the Signature Page.
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EXHIBIT 5.0
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[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE]
May 31, 1996
Board of Directors
New York Bancorp Inc.
241-02 Northern Boulevard
Douglaston, New York 11362
Re: New York Bancorp Inc. 1993 Long-Term Incentive Plan -
Registration Statement on Form S-8 for 514,361 Additional Shares of
Common Stock
Lady and Gentlemen:
We have acted as counsel for New York Bancorp Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 514,361 additional shares of the Company's Common Stock, $.01 par
value (the "Shares"), to be issued under the New York Bancorp Inc. 1993
Long-Term Incentive Plan, as amended (the "Plan"). A Registration Statement on
Form S-8 registering 550,000 shares of the Company's Common Stock, $.01 par
value, reserved for issuance under the Plan was filed with the Securities and
Exchange Commission (the "SEC") on February 25, 1994 (SEC File No. 33-75756) and
a Registration Statement on Form S-8 registering an additional 182,824 shares of
the Company's Common Stock, $.01 par value, reserved for issuance under the
Plan, was filed with the SEC on March 17, 1995 (SEC File No. 33-90440) both of
which are incorporated by reference into this Form S-8 being filed today.
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.
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Board of Directors
New York Bancorp Inc.
May 30, 1996
Page 2
Based on the foregoing and limited in all respects to Delaware law and the
facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon the issuance of the
Shares in the manner described in the Plan, will be validly issued, fully paid
and nonassessable. The following provisions of the Company's Certificate of
Incorporation may not be given effect by a court applying Delaware law, but in
our opinion the failure to give effect to such provisions will not affect the
duly authorized, validly issued, fully paid and nonassessable status of the
Common Stock:
(1) (a) Section D of Article EIGHTH which grants the Board of
Directors of the Company ("Board") the authority to construe
and apply the provisions of Subsection C.8 of Article EIGHTH
empowering the Board to determine the Fair Market Value of
property offered or paid for the Company's stock by an
Interested Stockholder, to the extent, if any, that a court
applying Delaware law were to impose equitable limitations
upon the authority of the directors of the Company under
such provisions; and
(b) Article NINTH of the Certificate of Incorporation,
which authorizes the Board to consider the effect of any
offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Very truly yours,
/S/ MULDOON, MURPHY & FAUCETTE
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EXHIBIT 23.2
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Exhibit 23.2
The Board of Directors
New York Bancorp Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of New York Bancorp Inc., relating to New York Bancorp Inc.'s 1993
Long-Term Incentive Plan, of our report dated October 23, 1995, relating to the
consolidated statements of financial condition of New York Bancorp Inc. and
Subsidiary as of September 30, 1995 and 1994 and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended September 30, 1995, which report is
incorporated by reference in the September 30, 1995 Form 10-K of New York
Bancorp Inc. Our report refers to changes in accounting principles effective
October 1, 1993 for certain debt and equity securities, income taxes and
postretirement benefits other than pensions.
/s/ KPMG Peat Marwick LLP
New York, New York
May 31, 1996
