<PAGE> 1
As filed with the Securities and Exchange Commission on May 15,
1998 Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SKANEATELES BANCORP, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 16-1368745
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
33 East Genesee Street
Skaneateles, New York 13152
(315) 685-2265
(Address of Principal Executive Offices)
--------------------
1998 Stock Option Plan
1998 Non-Employee Directors Warrant Plan
(Full Titles of the Plans)
--------------------
John P. Driscoll
President and Chief Executive Officer
Skaneateles Bancorp, Inc.
33 East Genesee Street
Skaneateles, New York 13152-0460
(Name and Address of Agent For Service)
--------------------
(315) 685-2265
Telephone Number, Including Area Code, of Agent for Service.
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================== ================ ================= ================= ==============
Title of Securities to be Registered Amount To Be Proposed Proposed Amount of
Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share(1) Offering
Price(1)
- ------------------------------------------ ---------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C>
1998 Stock Option Plan - 71,500 $18.875 $1,349,563 $408.96
Common Stock, par value $.01 per share
- ------------------------------------------ ---------------- ----------------- ----------------- --------------
1998 Non-Employee Directors Warrant Plan - 65,000 $18.875 $1,226,875 $371.78
Common Stock, par value $.01 per share
========================================== ================ ================= ================= ==============
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act of
1933 and based upon the high and low prices of the shares of the
Registrant's common stock, par value $.01 per share, as reported on the
NASDAQ National Market System on May 8, 1998.
Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement relates to an indeterminate amount of interests to be
offered and sold pursuant to the employee benefit plans described herein.
================================================================================
<PAGE> 2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Registrant previously filed with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed pursuant to Section 13 of the Exchange Act;
(c) Proxy statement on Schedule 14A dated March 20, 1998, filed
pursuant to Section 14 of the Exchange Act; and
(d) Current Report on Form 8-K dated January 30, 1998, filed pursuant
to Section 13 of the Exchange Act.
All reports subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, after the date of this
Registration Statement (and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold) shall be deemed to be incorporated by
reference into this Registration Statement and to be made a part hereof from the
date of filing of such documents. In lieu of incorporating by reference the
description of the Common Stock, par value $.01, which is contained in a
registration statement under the Exchange Act, such description is included in
this Registration Statement. See "Item 4 - Description of Securities."
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's authorized capital stock consists of 4,000,000 shares
of common stock, par value $.01 per share (the "Common Stock"), of which
1,442,614 shares were issued and outstanding as of May 8, 1998, and 500,000
shares of preferred stock, par value $.01 per share, of which none have been
issued. The Common Stock is traded on the National Association of Securities
Dealers Automated Quotation National Market System ("NASDAQ") under the symbol
"SKAN".
The Common Stock
- ----------------
Holders of the Common Stock are entitled to one vote for each share of
Common Stock held on all matters submitted to a vote of stockholders.
The holders of Common Stock are entitled to receive, pro rata,
dividends, when and as declared by the Board of Directors out of funds legally
available therefor. Funds for the payment of cash dividends on Common Stock are
obtained primarily from dividends from the Registrant's wholly owned subsidiary,
Skaneateles Savings Bank (the "Bank"). The Bank's ability to pay dividends to
the Company is restricted by statutory and regulatory limitations.
<PAGE> 3
The Registrant is also subject to the requirements of the Delaware
General Corporation Law, which limits distributions to stockholders, including
the payment of cash dividends, if after giving effect to the distribution: (i)
the Registrant would not be able to pay its debts as they become due in the
usual course of business; or (ii) the Registrant's total assets would be less
than the sum of its total liabilities plus the amount that would be needed, if
the Registrant were dissolved at the time of the distribution, to satisfy the
preferential rights, if any, of stockholders whose rights upon dissolution are
superior to those stockholders receiving the distribution.
In the event of any liquidation or dissolution of the Registrant, the
holders of the Common Stock will be entitled to receive, after payment or
provision for payment of all debts and liabilities of the Registrant, all assets
of the Registrant available for distribution, in cash or in kind.
The Common Stock has no conversion rights and is not subject to call for
redemption. The holders of the Common Stock do not have the right of cumulative
voting in connection with the election of directors and are not entitled to
preemptive rights to subscribe for any additional shares of Common Stock which
may be issued. Upon receipt by the Registrant of the full purchase price for
Common Stock issued at or above par value, each share of Common Stock will be
fully paid and nonassessable.
In the future, the authorized but unissued and unreserved shares of
Common Stock will be available for general corporate purposes, including, but
not limited to, possible issuance in future public offerings or private
placements, as additional shares of Common Stock pursuant to the Plan, pursuant
to stock option or employee stock ownership plans, in future mergers or
acquisitions, as stock dividends or stock splits (subject to any applicable
regulatory restrictions), or for any other general corporate purposes.
Authorized but unissued shares of Preferred Stock may be issued for similar
purposes. Except as otherwise may be required to approve the transaction in
which the additional shares of the Common Stock or Preferred Stock would be
issued, no stockholder approval will be required for the issuance of such stock.
Accordingly, the Board of Directors of the Registrant may issue, without
stockholder approval, Preferred Stock with voting stock and conversion rights
which could adversely affect the voting power of the holders of the Common
Stock.
See "Restrictions on Acquisitions of Stock" for a description of certain
statutory provisions and provisions of the Registrant's Certificate of
Incorporation and By-laws which may affect the ability of the Registrant's
stockholders to participate in certain transactions relating to acquisitions of
control of the Registrant.
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Restrictions on Acquisitions of Stock
- -------------------------------------
Federal Law Restrictions. Under the Bank Holding Company Act of 1956
(the "BHCA"), no company directly or indirectly may acquire "control" of the
Registrant or the Bank without the prior approval of the Federal Reserve Board.
For purposes of the BHCA, "control" is defined to include the ownership, control
or power to vote, directly or indirectly, 25% or more of any class of voting
securities of an entity, the power to elect a majority of the Board of Directors
of an entity, or the power to exercise a controlling influence over the
management or policies of an entity. The Federal Reserve Board may find that a
company controls a bank or a bank holding company if the company owns, controls,
or holds with power to vote more than 5% of the outstanding shares of any class
of voting securities of the bank or bank holding company and certain other
relationships exist between the company and the bank or the bank holding
company. In addition, Federal Reserve Board approval would be required for the
acquisition of control by another bank holding company of more than 5% of any
class of the Registrant's voting securities.
The Change in Bank Control Act of 1978 (the "CBCA") generally requires
persons (except for companies subject to the BHCA) that seek to acquire direct
or indirect control of a bank to give 60 days prior written notice to the
appropriate federal banking agency, which in the case of the Bank is the FDIC.
Control for the purposes of the CBCA exists if an acquiring person has voting
control of at least 25% of the institution's voting stock or the power to direct
the management or policies of the institution. Control is presumed to exist if
the acquiring person has voting control of at least 10% of the institution's
voting stock if (i) the institution's shares are registered pursuant to Section
12 of the Exchange Act, or (ii) the acquiring person would be the largest
stockholder of the institution.
Provisions Relating to Classified Board of Directors. The Registrant's
Certificate of Incorporation provides that the Board of Directors shall be
divided into three classes, as nearly equal in number as possible, each of which
shall serve for a term of three years, with one class being elected each year.
The Certificate of Incorporation also provides that directors may be removed
only for cause and then only with the approval of the holders of at least
two-thirds of the voting stock of the Registrant. The affirmative vote of the
holders of two-thirds of the voting stock of the Registrant is required to
amend, repeal or adopt any provision inconsistent with the foregoing provisions.
In addition, for certain business combinations, the affirmative vote of the
holders of four-fifths of the voting stock of the Registrant is required. Such
provisions may make it more difficult and time-consuming to acquire majority
control of the Board of Directors of the Registrant and may, therefore, dissuade
unsolicited take-over proposals.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Sections 145 and 102(b)(7) of the General Corporation
Law of the State of Delaware, which allow corporations to indemnify and
eliminate personal liability for officers and directors, respectively, the
Registrant's Certificate of Incorporation and By-laws provide, respectively, as
follows:
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<PAGE> 5
Certificate of Incorporation
- ----------------------------
Article 6 of the Registrant's Certificate of Incorporation provides, in
part, that no director shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Registrant or its shareholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the General Corporation Law
of Delaware for approval of an unlawful dividend or an unlawful stock purchase
or redemption; or (iv) for any transaction from which the director derived any
improper personal benefit. Any repeal or modification of the foregoing by the
stockholders of the Registrant shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Registrant for acts or omissions occurring prior to the effective date of such
repeal or modification.
By-laws
- -------
Article IX of the Registrant's By-laws reads as follows:
"Section 1. Power to Indemnify in Actions, Suits or Proceedings Other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, and any appeal therein, whether civil, criminal,
administrative, arbitrative or investigative (other than any action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, trustee, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, association, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, and any appeal
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding, and any
appeal therein, by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article IX, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against amounts paid in
settlement and expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; provided, however, that
no indemnification shall be
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<PAGE> 6
made against expenses in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation or against
amounts paid in settlement unless and only to the extent that there is a
determination (as set forth in Section 3 of this Article IX) that despite the
adjudication of liability or the settlement, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement.
Section 3. Authorization of Indemnification. Any indemnification under
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because such director, officer, trustee, employee or agent
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article IX and, if applicable, is fairly and reasonably entitled to
indemnity as set forth in the proviso in Section 2 of this Article IX, as the
case may be. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders. To the extent,
however, that a director, officer, trustee, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case. No director, officer, trustee, employee or
agent of the Corporation shall be entitled to indemnification in connection with
any action, suit or proceeding voluntarily initiated by such person unless the
action, suit or proceeding was authorized by a majority of the entire board of
directors.
Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article IX a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any association, partnership, joint venture, trust or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent. The provisions
of this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Sections 1 or 2 of this Article IX as the case
may be.
Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX and
notwithstanding the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article IX. The basis of
such
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<PAGE> 7
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article IX, as the case may be. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. Notwithstanding any of
the foregoing, unless otherwise required by law, no director, officer, trustee,
employee or agent of the Corporation shall be entitled to indemnification in
connection with any action, suit or proceeding voluntarily initiated by such
person unless the action, suit or proceeding was authorized by a majority of the
entire board of directors.
Section 6. Expenses Payable in Advance. Expenses incurred in connection
with a threatened or pending action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, trustee, employee or agent to repay such amount if it shall be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article IX.
Section 7. Contract, Non-exclusivity and Survival of Indemnification.
The indemnification provided by this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while this Article IX is in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts. Further, the indemnification and
advancement of expenses provided by this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any certificate of incorporation,
bylaw, agreement, contract, vote of shareholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that, subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or proceedings,
indemnification of the persons specified in Sections 1 and 2 of this Article IX
shall be made to the fullest extent permitted by law. The provisions of this
Article IX shall not be deemed to preclude the indemnification of any person who
is not specified in Sections 1 or 2 of this Article IX but whom the Corporation
has the power or obligation to indemnify under the provisions of the law of the
State of Delaware. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, trustee,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of another
corporation, association, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power or the obligation to indemnify him against such liability
under the provisions of this Article IX.
Section 9. Meaning of "Corporation" for Purposes of Article IX. For
purposes of this
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<PAGE> 8
Article IX references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, association, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article IX with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued."
General Effect
- --------------
The general effect of the aforementioned provisions of the Registrant's
Certificate of Incorporation and By-laws is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages in the event of a breach
of fiduciary duty as a director (including breach of duty in the case of
negligent or grossly negligent behavior) except in the situations as described
above. The aforementioned provisions will not affect the availability of
injunctive relief against directors of the Registrant (although such relief may
not always be available as a practical matter), nor will it limit directors'
liability for violations of the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT 4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Specimen Certificate representing the common stock, par value $.01
per share, of the Registrant. *
4.2 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Form 10-Q filed with the
Commission on May 15, 1998).
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant (incorporated by reference to the Registrant's Form 10-Q filed with
the Commission on May 15, 1998).
4.4 By-laws of the Registrant (incorporated by reference to Exhibit 3.3
to the Registrant's 1996 Form 10-K filed with the Commission on March 25, 1997).
EXHIBIT 5 - OPINION RE: LEGALITY
5.1 Opinion of Harter, Secrest & Emery LLP*
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
Not applicable
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<PAGE> 9
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Harter, Secrest & Emery LLP (attached to this
Registration Statement as Exhibit 5.1) *
EXHIBIT 24 - POWER OF ATTORNEY
Not applicable
EXHIBIT 99 - ADDITIONAL EXHIBITS
99.1 Skaneateles Bancorp, Inc. 1998 Stock Option Plan.*
99.2 Skaneateles Bancorp, Inc. 1998 Non-Employee Directors Warrant
Plan.*
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):
(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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of
this 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 this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining
- --------------------
* Exhibit filed with this Registration Statement.
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<PAGE> 10
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, controlling
persons of the Registrant pursuant to the provisions described under Item 6
above, 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 Securities 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudications of such issue.
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<PAGE> 11
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 this City of Syracuse, State of New York, on May 12, 1998.
SKANEATELES BANCORP, INC.
By: /s/ John P. Driscoll
---------------------------------------
John P. Driscoll
Chairman of the Board of Directors,
President and Chief Executive Officer
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>
TITLE DATE
<S> <C> <C>
/s/ John P. Driscoll Chairman of the Board of May 12, 1998
- ------------------------ Directors, President and Chief
John P. Driscoll Executive Officer (Principal
Executive Officer)
/s/ J. Daniel Mohr Chief Financial Officer and May 12, 1998
- ------------------------ Treasurer (Principal Financial
J. Daniel Mohr Officer and Principal Accounting
Officer)
Director May ___, 1998
- ------------------------
Israel Berkman
Director May ___, 1998
- ------------------------
David E. Blackwell
/s/ Walter D. Copeland Director May 12, 1998
- ------------------------
Walter D. Copeland
/s/ Carl W. Gerst, Jr. Director May 12, 1998
- ------------------------
Carl W. Gerst, Jr.
Director May ___, 1998
- ------------------------
John Bernard Henry
Director May ___, 1998
- ------------------------
Ann G. Higbee
/s/ Howard J. Miller Director May 12, 1998
- ------------------------
Howard J. Miller
</TABLE>
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<PAGE> 12
<TABLE>
<S> <C> <C>
/s/ Raymond C. Traver, Jr., M.D. Director May 12, 1998
- ------------------------
Raymond C. Traver, Jr., M.D.
/s/ Anne E. O'Connor Director May 12, 1998
- ------------------------
Anne E. O'Connor
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
SPECIMEN CERTIFICATE
<PAGE> 2
Exhibit 4.1
Skaneateles Bancorp, Inc.
the parent company of
Skaneateles Savings Bank [LOGO]
Number Shares
SB
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 830506 10 1
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS
AND FOR CERTAIN RESTRICTIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
Skaneateles Bancorp, Inc. (Skaneateles Bancorp) a Delaware corporation. The
shares represented by this certificate are transferable only on the stock
transfer books of Skaneateles Bancorp by the holder of record hereof, or by his
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned and registered by Skaneateles Bancorp's transfer agent and
registrar.
IN WITNESS WHEREOF, Skaneateles Bancorp, Inc. has caused this certificate to
be executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
/s/ /s/
[SEAL]
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
- --------------------------------------
COUNTERSIGNED AND REGISTERED:
REGISTRAR AND TRANSFER COMPANY
TRANSFER AGENT AND REGISTRAR
By
AUTHORIZED SIGNATURE
<PAGE> 3
SKANEATELES BANCORP, INC.
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Skaneateles
Bancorp, Inc. as from time to time amended (copies of which are on file at the
principal executive office of Skaneateles Bancorp, Inc.), to all of which the
holder by acceptance hereof assents.
The certificate of incorporation of Skaneateles Bancorp, Inc. prohibits the
following: (a) the acquisition by any person, at any time, of the beneficial
ownership of 10% or more of the outstanding voting stock of Skaneateles
Bancorp, Inc., unless prior to such acquisition such person has received the
approval of two-thirds of the outstanding shares of such voting stock and all
required federal and state regulatory approvals, and (b) the offer, by any
person, to acquire direct or indirect beneficial ownership of 10% or more of
the outstanding voting stock of Skaneateles Bancorp, Inc., unless such person
has received prior approval to make such offer by having such offer approved by
at least two-thirds of the directors then in office, or having prior approval
of specified federal and state regulatory agencies to acquire control of
Skaneateles Bancorp, Inc. These offer and purchase restrictions are not
applicable to underwriters in connection with a public offering or to any
employee stock purchase plan, pension plan, profit sharing plan or other
employee benefit plan of Skaneateles Bancorp, Inc. or any of its subsidiaries.
In the event that voting stock of Skaneateles Bancorp, Inc. is acquired by any
person in violation of the foregoing provisions, all shares owned by such
person in excess of 10% of all outstanding voting stock of Skaneateles Bancorp,
Inc. are prohibited from being (a) voted on any matter, (b) entitled to take
other shareholder action, (c) counted as voting stock in connection with any
matter submitted to a stockholders' vote, or (d) transferred except with the
approval of the board of directors or by an independent trustee appointed by
the board of directors. The foregoing provisions are effective as long as
SKANEATELES SAVINGS BANK (or any successor institution) continues to be a
majority-owned subsidiary of Skaneateles Bancorp, Inc.
The certificate of incorporation of Skaneateles Bancorp, Inc. also includes a
provision the general effect of which is to require an 80% vote of all
shareholders to approve a reorganization or similar transaction with a greater
than 10% shareholder or an affiliate or associate thereof, unless the
transaction is approved by two-thirds of the continuing directors not elected
by such interested shareholder or is at a price not less than the maximum
amount paid by such interested shareholder in purchasing its greater than 10%
interest in Skaneateles Bancorp, Inc.
Skaneateles Bancorp, Inc. will furnish to any shareholder upon request and
without charge a full statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each authorized
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights, to the extent that the same
have been fixed, and of the authority of the board of directors to designate
the same with respect to other series. Such request may be made to Skaneateles
Bancorp, Inc. or its transfer agent and registrar.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ________Custodian________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act________________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
|____________________________________|
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ shares
represented by the within certificate, and do hereby irrevocably constitute
and appoint
______________________________________________________________________ Attorney
to transfer the said shares on the books of Skaneateles Bancorp, Inc. with full
power of substitution in the premises.
Dated: _______________________________
________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE> 1
EXHIBIT 5.1
OPINION OF HARTER, SECREST & EMERY LLP
<PAGE> 2
May 15, 1998
Skaneateles Bancorp, Inc.
33 East Genesee Street
Skaneateles, New York 13152
Re: Skaneateles Bancorp, Inc.
Registration Statement on Form S-8
Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-8, filed under the Securities Act of 1933, as amended (the
"Registration Statement"), with the Securities and Exchange Commission in
respect of the proposed issuance by Skaneateles Bancorp, Inc. (the "Company")
of: (i) up to 71,500 shares of common stock, par value $.01 per share ("Common
Stock"), of the Company pursuant to the Company's 1998 Stock Option Plan; and
(ii) up to 65,000 shares of Common Stock of the Company pursuant to the
Company's 1998 Non-Employee Directors Plan.
We have examined the following corporate records and proceedings of the
Company in connection with the preparation of this opinion: its Certificate of
Incorporation as amended and restated to date; its By-laws as currently in force
and effect; its minute books, containing minutes and records of other
proceedings of its stockholders and its Board of Directors from January 1, 1994,
to the date hereof; the Registration Statement and the related exhibits thereto;
applicable provisions of laws of the State of Delaware; and such other documents
and matters as we have deemed necessary.
In rendering this opinion, we have made such examination of laws as we
have deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and/or
certificates of officers of the Company, certificates and documents issued by
public officials and authorities, and information received from searches of
public records.
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Company is validly existing under the laws of the State of
Delaware as of May 7, 1998.
2. The Company has the authority to issue an aggregate of 136,500 shares
of Common Stock upon the effectiveness of the Registration Statement.
3. The shares of Common Stock to be sold by the Company upon the
effectiveness of
<PAGE> 3
Skaneateles Bancorp, Inc.
May 15, 1998
Page 2
the Registration Statement will, when sold and paid for as
described in the Registration Statement, be validly authorized, legally issued
and outstanding, and fully paid and non-assessable.
We hereby consent to being named in the Registration Statement as
attorneys who will, for the Company, pass upon the validity of the issuance of
shares of Common Stock offered thereby, and we hereby consent to the filing of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
Harter, Secrest & Emery LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Skaneateles Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Skaneateles Bancorp, Inc. of our report dated January 12, 1998, relating
to the consolidated balance sheets of Skaneateles Bancorp, Inc. and subsidiary
as of December 31, 1997 and 1996 and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, which report is incorporated by
reference in the December 31, 1997 annual report on Form 10-K of Skaneateles
Bancorp, Inc.
KPMG Peat Marwick LLP
Syracuse, New York
May 12, 1998
<PAGE> 1
EXHIBIT 99.1
SKANEATELES BANCORP, INC. 1998 STOCK OPTION PLAN
<PAGE> 2
SKANEATELES BANCORP, INC.
1998 STOCK OPTION PLAN
1. PURPOSE.
The Skaneateles Bancorp, Inc. 1998 Stock Option Plan (the "Plan"),
effective February 10, 1998, is designed to attract and retain key employees of
Skaneateles Bancorp, Inc., a Delaware corporation (the "Company"), and its
wholly owned subsidiary, Skaneateles Savings Bank (the "Bank"), and to encourage
them to contribute to the success of the Bank and the Company by providing the
opportunity for stock ownership. The Company may grant under the Plan both
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code ("Incentive Stock Options") and stock options that do not qualify
for treatment as Incentive Stock Options ("Nonstatutory Stock Options"). Unless
expressly provided to the contrary, all references herein to "Options" include
both Incentive Stock Options and Nonstatutory Stock Options.
2. ADMINISTRATION.
(a) The Plan shall be administered by a stock option committee (the
"Committee") designated by the Board of Directors of the Company (the "Board").
(b) Subject to the express provisions of the Plan, the Committee shall
have the authority, in its discretion and without limitation:
(i) to determine the individuals to whom Options are granted,
whether an Option is intended to be an Incentive Stock Option or a
Nonstatutory Stock Option, the times when such individuals shall be
granted Options, the number of shares to be subject to each Option, the
term of each Option, the date when each Option shall become exercisable,
whether an Option shall be exercisable in whole or in part in
installments, the number of shares to be subject to each installment,
the date each installment shall become exercisable, the term of each
installment, and the option price of each Option;
(ii) to accelerate the date of exercise of any Option or any
installment thereof (irrespective of any vesting schedule that may have
been part of the grant of such Option); and
(iii) to make all other determinations necessary or advisable for
administering the Plan.
(c) The Committee shall act by majority vote. The Committee's decision
on any question concerning or involving the interpretation or administration of
the Plan shall, as between the Company and Option holders, be final and
conclusive. The Committee may consult with counsel, who may be counsel for the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.
3. ELIGIBILITY.
(a) Participants in the Plan shall be selected by the Committee from
among the employees of the Company or its subsidiaries. All references in this
Plan to employees of the Company shall mean and include employees of any
subsidiary of the Company, as such term is defined in Section 424 of the
Internal Revenue Code.
<PAGE> 3
(b) The right of the Company to terminate the employment of a Plan
participant at any time, with or without cause, shall in no way be restricted by
the existence of the Plan, any Option granted hereunder, or any stock option
agreement relating thereto.
4. NUMBER OF SHARES.
Subject to the provisions of Section 5, the total number of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), which
may be issued under Options granted pursuant to the Plan shall not exceed
71,500. Shares subject to the Plan may be either authorized but unissued shares
or shares that were once issued and subsequently reacquired by the Company. If
any Option is surrendered before exercise, or lapses without exercise, or for
any other reason ceases to be exercisable, the shares subject to such Option
shall continue to be available for the grant of Options under the Plan. The Plan
shall terminate on February 10, 2008, or the earlier dissolution of the Company,
and no Option shall be granted after such date.
5. ADJUSTMENT PROVISIONS.
In the event that:
(a) in connection with a merger or consolidation of the Company
or a sale by the Company of all or a part of its assets, the outstanding
shares of Common Stock are exchanged for a different number or class of
shares of stock or other securities of the Company, or for shares of the
stock or other securities of any other entity; or
(b) new, different or additional shares or other securities of
the Company or of another entity are received by the holders of Common
Stock, whether by way of recapitalization or otherwise; or
(c) any dividend in the form of stock is made to the holders of
Common Stock, or any stock split or reverse split pertaining to Common
Stock is effected;
then the Board shall make the appropriate adjustment to:
(i) the number and kind of shares or other securities that may be
issued upon exercise of Options yet to be granted;
(ii) the option price per share to be paid upon exercise of each
outstanding Option; and
(iii) the number and kind of shares or other securities covered
by each outstanding Option.
6. ANNUAL LIMITATION ON INCENTIVE STOCK OPTIONS.
The aggregate fair market value (determined as of the date the Option is
granted) of the shares with respect to which Incentive Stock Options are
exercisable for the first time by a grantee during any calendar year (under all
plans of the Company and any parent and subsidiaries of the Company) shall not
exceed $100,000.
7. OPTION PRICE.
(a) For purposes of the Plan, the term "Grant Date" shall mean the date
on which the grant of an Option is duly authorized by the Board. The option
price at which an Option shall be exercisable shall be at least the Fair Market
Value (as such term is defined below) per share of the Common Stock on the Grant
Date of such Option. However, if an Option is granted to any person who would,
after the grant of such Option, be deemed to own stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company, or of any parent or subsidiary of the Company (a "Ten Percent
Shareholder"), the option price shall be not less than 110 percent of the fair
market value per share of the Common Stock on the Grant Date of such Option.
<PAGE> 4
(b) For purposes of the Plan, Fair Market Value of the Common Stock
shall be the higher of: (a) the simple average of the high and low prices at
which the Common Stock is traded on the Grant Date, as quoted on NASDAQ/NMS on
that date; or (b) the price of the last sale of Common Stock on the Grant Date
as quoted by NASDAQ/NMS. If the Company's Common Stock is not listed on
NASDAQ/NMS, then the foregoing price determination shall be made by reference to
any National Exchange (as that term is defined by Section 12 of the Securities
and Exchange Act of 1934) or any other electronic transfer or exchange service
on which the Company's Common Stock may be listed.
8. TERM OF OPTIONS.
Subject to the provisions of Section 18, the term of each Option shall
be determined by the Committee, but in no event shall an Option be exercisable,
either in whole or in part, after the expiration of ten years from the Grant
Date of such Option. Notwithstanding the foregoing, an Incentive Stock Option
granted to a Ten Percent Shareholder shall not be exercisable, either in whole
or in part, after the expiration of five years from the Grant Date of such
Option. The Committee and an Option holder may at any time by mutual agreement
terminate any Option held by such Option holder.
9. STOCK OPTION AGREEMENTS.
Each Option shall be evidenced by a written agreement which sets forth:
(a) the number of shares subject to the Option; (b) the option price; (c) the
vesting schedule of the Option or a statement that the Option is immediately
exercisable in full; (d) the expiration date of the Option; (e) the method of
payment on exercise of the Option; (f) whether the Option is an Incentive Stock
Option or a Nonstatutory Stock Option; and (g) such additional provisions, not
inconsistent with the Plan, as the Committee may prescribe.
10. EXERCISE OF OPTIONS.
(a) Each Option, or any installment thereof, shall be exercised, whether
in whole or in part, by giving written notice to the Company at its principal
office, specifying the number of shares of Common Stock being purchased and the
purchase price being paid, and accompanied by payment in full of the purchase
price.
(b) An Option holder shall pay for the shares subject to the Option by
one or any combination of the following methods, as determined by the Committee
on the Grant Date of the Option: (i) in cash, or (ii) by delivery of shares of
Common Stock already owned by the Option holder. Any shares of Common Stock that
are so delivered to pay the option price shall be valued at Fair Market Value on
the date of such Option exercise.
(c) The exercise of an Option shall be conditioned upon the Option
holder making arrangements satisfactory to the Committee for the payment to the
Company of the amount of all taxes required by any governmental authority to be
withheld and paid over by the Company to the governmental authority on account
of the exercise. The payment of such withholding taxes to the Company shall be
made by one or any combination of the following methods, as determined by the
Committee: (i) in cash, or (ii) by the Company withholding such taxes from any
other compensation owed to the Option holder by the Company or any of its
subsidiaries.
11. NON-ASSIGNMENT.
Each Option by its terms shall provide that it is not transferable by
the Option holder otherwise than by will or the laws of descent and
distribution, and that during the lifetime of the Option holder, it is
exercisable only by him.
<PAGE> 5
12. DEATH OF OPTION HOLDER.
In the event that an Option holder shall die (i) while he is an
employee, director or advisor of the Company, or within three months after
termination of such status, and (ii) prior to the complete exercise of Options
granted to him under the Plan, then any such remaining Options with exercise
periods outstanding may be exercised, in whole or in part, within one year after
the date of the Option holder's death and then only:
(a) by the Option holder's estate or by such person(s) to whom
the Option holder's rights hereunder shall have passed under his will or
the laws of descent and distribution;
(b) to the extent that the Option holder was entitled to exercise
the Option on the date of his death, and subject to all of the
conditions on exercise imposed hereby; and
(c) prior to the expiration of the term of the Option.
13. TERMINATION OF EMPLOYMENT.
(a) During the lifetime of an Option holder, an Option shall be
exercisable only while he is an employee, director or advisor of the Company and
has been an employee, director or advisor continuously since the Grant Date of
the Option, or within three months after the date on which he ceases to be such
an employee, director or advisor for any reason; provided, however, that in the
case of an Option holder who is permanently and totally disabled (within the
meaning of Section 22(e)(3) of the Internal Revenue Code), such three-month
period shall instead be one year.
(b) Any Option that is exercisable after termination of service as an
employee, director or advisor, as provided by Section 13(a), shall be
exercisable only to the extent that the Option holder would have been entitled
to exercise the Option on the date of such termination; and further, no Option
shall be exercisable after the expiration of the term thereof.
(c) For purposes of this Section 13, an employment relationship shall be
treated as continuing during the period when an Option holder is on military
duty, sick leave or other bona fide leave of absence if the period of such leave
does not exceed 90 days or, if longer, so long as a statute or contract
guarantees the Option holder's right to re-employment with the Company. When the
period of leave exceeds 90 days and the individual's right to re-employment is
not so guaranteed, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.
14. ADDITIONAL REQUIREMENTS.
Each grant of an Option under the Plan, and (unless a Registration
Statement with respect thereto shall then be effective under the Securities Act
of 1933, as amended (the "Securities Act")) each issuance of shares of Common
Stock upon exercise of an Option, shall be conditioned upon the Company's prior
receipt of a duly executed letter of investment intent, in form and content
satisfactory to counsel for the Company, of the Option holder that such Option
and such shares are being acquired by such holder solely for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor
with any present intention of selling, transferring or disposing of the same.
Any shares of Common Stock acquired by the holder upon exercise of the Option
may not thereafter be offered for sale, sold or otherwise transferred unless (a)
a Registration Statement with respect thereto shall then be effective under the
Securities Act, and the Company shall have been furnished with proof
satisfactory to it that such holder has complied with applicable state
securities laws, or (b) the Company shall have received an opinion of counsel in
form and substance satisfactory to counsel for the Company that the proposed
offer for sale, sale or transfer is exempt from the registration requirements of
the Securities Act and may otherwise be transferred in compliance with the
Securities Act and in compliance with any other applicable law, including all
applicable state securities laws; and the Company may withhold transfer,
registration and delivery of such securities until one of the foregoing
conditions shall have been met.
<PAGE> 6
15. LISTING AND REGISTRATION.
The Company, in its discretion, may postpone the issuance and delivery
of shares upon any exercise of an Option until completion of such stock exchange
listing, or registration or other qualification of such shares under any state
or federal law, rule or regulation, as the Company may consider appropriate; and
may require any person exercising an Option to make such representations and
furnish such information as it considers appropriate in connection with the
issuance of the shares in compliance with applicable law, including without
limitation federal or state laws regulating the sale or issuance of securities.
Notwithstanding the foregoing, the Company shall be under no obligation
whatsoever to list, register or otherwise qualify any shares subject to Options
under the Plan.
16. RIGHTS AS A SHAREHOLDER.
No Option holder shall have any rights as a shareholder with respect to
the shares of Common Stock purchased by him pursuant to the exercise of an
Option until the date of the issuance to him of a stock certificate representing
such shares. No adjustment shall be made for dividends or for distributions of
any other kind with respect to shares for which the record date is prior to the
date of the issuance to the Option holder of a certificate for the shares.
17. EFFECT OF ACQUISITION, REORGANIZATION OR LIQUIDATION.
Notwithstanding any provision to the contrary in this Plan or in any
agreement evidencing Options granted hereunder, all Options with exercise
periods then currently outstanding shall become immediately exercisable in full
and remain exercisable until their expiration in accordance with their
respective terms upon the occurrence of either of the following events:
(a) the first purchase of shares pursuant to a tender or exchange
offer which is intended to effect the acquisition of more than 50% of
the voting power of the Company (other than a tender or exchange offer
made by the Company); or
(b) approval by the Company's shareholders of: (i) a merger or
consolidation of the Company with or into another corporation (other
than a merger or consolidation in which the Company is the surviving
corporation and which does not result in any reclassification or
reorganization of the shares), (ii) a sale or disposition of all or
substantially all of the Company's assets, or (iii) a plan of complete
liquidation or dissolution of the Company.
<PAGE> 7
18. CONDITIONAL OPTIONS.
Prior to approval and ratification of the Plan by the shareholders of
the Company, the Committee may grant "Conditional Options" under the Plan. In
addition, in the event that any amendment to the Plan requires approval and
ratification by the shareholders, then prior to such approval and ratification
the Committee may grant Conditional Options under the Plan. Conditional Options
may be granted under the Plan only under the following conditions: (a) a
Conditional Option shall be clearly identified as a Conditional Option; (b) the
grant of a Conditional Option shall be expressly conditioned upon the approval
and ratification of the Plan (or of the amendment to the Plan, as the case may
be) by the shareholders of the Company; (c) such shareholder approval and
ratification shall occur no later than the Annual Meeting of Shareholders of the
Company next following the effective date of the Plan (or of the amendment to
the Plan, as the case may be); and (d) notwithstanding any other provision of
the Plan, no holder of a Conditional Option shall have any right to exercise
such Option prior to such approval and ratification of the Plan (or of the
amendment to the Plan, as the case may be) by the shareholders. Notwithstanding
any other provision of the Plan, prior to approval and ratification of the Plan
(or of the amendment to the Plan, as the case may be) by the shareholders of the
Company, no holder of a Conditional Option shall have any right to sell, assign,
transfer, pledge or encumber the Conditional Option, or the shares underlying
the Conditional Option, except by will or the laws of descent and distribution.
If the shareholders of the Company fail to approve and ratify the Plan (or the
amendment to the Plan, as the case may be) by the date of such Annual Meeting of
Shareholders, then all Conditional Options granted hereunder conditioned upon
such approval and ratification shall be automatically canceled and shall
immediately become null and void.
19. AMENDMENT OF PLAN.
The Plan may be amended at any time by the Committee, provided that
(except for amendments made pursuant to Section 5) no amendment made without the
approval and ratification of the shareholders of the Company shall increase the
total number of shares which may be issued under Options granted pursuant to the
Plan, extend the latest date upon which Options may be granted or shall be
exercisable, change the class of persons eligible to be granted Options, or
otherwise materially increase the benefits accruing to participants under the
Plan.
20. NO RESERVATION OF SHARES.
The Company shall be under no obligation to reserve shares of Common
Stock or other securities to satisfy the exercise of Options. The grant of
Options hereunder shall not be construed as constituting the establishment of a
trust of such shares, and no particular shares shall be identified as optioned
or reserved for issuance hereunder. The Company shall have complied with the
terms of the Plan if, at the time of its delivery of shares upon the exercise of
any Option, it has a sufficient number of shares authorized and unissued, or
issued and held in its treasury, which may then be delivered under the Plan,
irrespective of the date on which such shares were authorized.
21. APPLICATION OF PROCEEDS.
The proceeds of the sale of shares of Common Stock by the Company under
the Plan will constitute general funds of the Company and may be used by the
Company for any purpose.
22. CHOICE OF LAWS.
The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made hereunder, and the rights
of any and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the laws of the
State of New York (without regard to the choice of law provisions of such laws).
<PAGE> 8
23. IN GENERAL.
(a) As used herein, the masculine pronoun shall include the feminine and
the neuter, as appropriate to the context.
(b) As used herein, the term "Section" shall mean the appropriate
Section of the Plan unless the context clearly indicates otherwise.
* * * * *
THE FOREGOING SKANEATELES BANCORP, INC. 1998 STOCK OPTION PLAN WAS DULY ADOPTED
BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 1998 AND THE SHAREHOLDERS OF THE
COMPANY ON APRIL 21, 1998.
/s/ J. David Hammond
--------------------
J. David Hammond, Secretary
<PAGE> 1
EXHIBIT 99.2
SKANEATELES BANCORP, INC. 1998 NON-EMPLOYEE DIRECTORS WARRANT PLAN
<PAGE> 2
SKANEATELES BANCORP, INC.
1998 NON-EMPLOYEE DIRECTORS WARRANT PLAN
The Skaneateles Bancorp, Inc. 1998 Non-Employee Directors Warrant Plan
(the "Plan") is established to attract, retain and compensate for the services
of highly qualified individuals who are not employees of Skaneateles Bancorp,
Inc. (the "Company") or its wholly owned subsidiary, Skaneateles Savings Bank
(the "Bank"), as members of their respective Boards of Directors, and to enable
them to increase their ownership in the Company's Common Stock, par value per
share $.01 (the "Common Stock"). The Plan will be beneficial to the Company and
its stockholders since it will allow these directors to have a greater personal
financial stake in the Company through the ownership of Company stock, in
addition to underscoring their common interest with stockholders in increasing
the value of the Common Stock over the long term.
1. ELIGIBILITY. All members of the Boards of Directors of the Company
and the Bank (including those elected after the effective date of this Plan) who
are not (i) current employees of the Company or the Bank, or (ii) otherwise
eligible for stock option grants pursuant to the Company's stock option plans
for employees (such individuals being referred to in this Plan as "Non-Employee
Directors") are eligible to participate in this Plan.
2. WARRANTS. All Warrants granted under this Plan shall be deemed
non-qualified stock options ("NQSO").
3. SHARES AVAILABLE.
A. NUMBER OF SHARES AVAILABLE. The total number of Shares that
may be issued pursuant to Warrants granted hereunder shall not exceed 65,000.
Shares subject to Warrants granted hereunder may be authorized but unissued
shares, treasury shares, shares purchased on the open market or shares issued
pursuant to a rights offering or dividends. If any Warrant is surrendered before
exercise, or lapses without exercise, or for any other reason ceases to be
exercisable, in whole or in part, the Shares reserved for the unexercised
portion thereof shall continue to be available for the grant of Warrants
hereunder.
B. ADJUSTMENTS. In event of a reorganization, stock split, stock
dividend, distribution in shares, combination of shares, merger consolidation,
rights offering, or any other change in the corporate structure of shares of the
Company, then adjustments shall be made in the number and kind of shares
authorized by this Plan, in the number and kind of shares covered by, and in the
option price of, outstanding Warrants under this Plan if, and in the same manner
as, such adjustments are made to any option issued under the Company's then
current incentive stock option plan.
4. GRANTS OF WARRANTS.
A. ANNUAL GRANTS BASED ON COMPANY'S RETURN ON EQUITY. On each
April 1, beginning in 1999 and continuing through 2001 (each, a "Grant Date"),
each individual elected or continuing as a Non-Employee Director shall be
granted a Warrant to purchase, for the price and on the terms and conditions set
forth in this Plan:
(i) 1,000 shares of Common Stock, if the Company's Return
on Equity (as defined below) for its immediately preceding fiscal
year (a) is at least nine percent (9%) and (b) equals or exceeds
125% of the simple average Return on Equity of Peer Institutions
(as defined below);
(ii) 2,000 shares of Common Stock, if the Company's Return
on Equity for its immediately preceding fiscal year (a) is at
least nine percent (9%) and (b) equals or exceeds equals 150% of
the simple average Return on Equity of Peer Institutions;
<PAGE> 3
In the case of any re-elected or continuing director, the grant of any Warrant
shall be subject to the condition that he or she shall have attended (or been
excused for an appropriate reason from attending) at least seventy percent (70%)
of the meetings of the full Board of Directors of the Company or the Bank, as
the case may be, and of any applicable committees thereof on which he or she
served during the preceding fiscal year while the Plan is in effect.
No Warrants shall be granted in respect of any fiscal year unless all of the
conditions of this Section 4 are satisfied.
B. DEFINITIONS. For purposes of this Plan:
(i) "Peer Institutions" means all thrift institutions that
are operating in New York State only as a single banking name or franchise and
having between $175 and $500 million in assets, which are organized as
publicly-held stock companies or as subsidiaries of publicly-held stock
companies.
(ii) "Return on Equity" means the calculation thereof for
the Peer Institutions as set
forth in their respective filings with the Securities and Exchange Commission.
C. LIMITATION. Notwithstanding anything to the contrary contained
herein, if, on any Grant Date, counsel to the Company determines, in his or her
sole discretion, that the Company is in possession of material, undisclosed
information about the Company which might reasonably be determined to have an
effect on the trading price of its securities, the annual grant of Warrants to
Non-Employee Directors shall be suspended until the second day after public
dissemination of such information and the price and other relevant terms shall
then be determined by reference to such later date. If, on a Grant Date, the
Common Stock is not traded on the National Association of Securities Dealers
Automated Quotation National Market System ("NASDAQ/NMS") or other exchange as
described in Section 5, then the grant shall be made the next day thereafter on
which Common Stock is so traded.
D. DECLINING A WARRANT. Any Non-Employee Director may, by written
notice received by the Company prior to the Grant Date of such Warrant, elect to
decline a Warrant, in which case such Warrant shall not be granted to him or
her, but in no event shall the Company pay or provide such Non-Employee Director
anything of value in lieu of the declined Warrant. An election to decline a
Warrant shall be revocable by a Non-Employee Director by written notice received
by the Company prior to the Grant Date of such Warrant.
5. PRICE. The per share exercise price of each Warrant shall be the
higher of the following ("Market Value"): (a) the simple average of the high and
low prices at which the Common Stock is traded on the date of the grant, as
quoted on NASDAQ/NMS on that date; or (b) the price of the last sale of Common
Stock on that date as quoted by NASDAQ/NMS. If the Company's Common Stock is not
listed on NASDAQ/NMS, then the foregoing price determination shall be made by
reference to any National Exchange (as that term is defined by Section 12 of the
Securities and Exchange Act of 1934) or any other electronic transfer or
exchange service on which the Company's Common Stock may be listed.
6. EXPIRATION. To the extent any vested Warrant remains unexercised on
the tenth anniversary of the Grant Date, it shall be forfeited.
7. MANNER OF EXERCISE. A Warrant shall be exercised by written notice to
the Company specifying the number of whole Shares to be purchased and
accompanied by full payment, in cash, for such Shares. Alternatively, the
exercise price of a Warrant may be paid, in whole or in part, by delivery of
Shares already owned by the Non-Employee Director (or his estate), which will be
accepted in exchange at the Market Value of the Shares on the date of exercise.
Upon determining that compliance with this Plan has occurred, the Company shall
cause to be issued certificates for the Shares purchased.
8. CESSATION OF SERVICE.
<PAGE> 4
A. Except as provided in Section 9 hereof, upon termination of
service as a Participating Director, only those Warrants immediately exercisable
at the termination date shall thereafter be exercisable. Any such Warrants must
be exercised within three months of cessation of service (but in no event after
the expiration date) or they shall be forfeited.
B. If a Non-Employee Director becomes an employee of the Company
or the Bank or otherwise no longer satisfies the requirements for eligibility
set forth in Section 1 hereof, then all Options already granted to him hereunder
shall continue in full force and effect, in accordance with their original
terms, for so long as he remains a member of the Board of Directors, but he
shall be entitled to no further grants of Warrants hereunder.
9. RETIREMENT; DEATH. Upon his or her retirement from Board service at
or after age 72 or death, all Warrants granted to a Participating Director shall
immediately vest, without the passage of time, and become fully exercisable by
such Participating Director or his or her legal representative or heirs,
notwithstanding any other provision of the Plan to the contrary. Such Warrants
must be exercised, in whole or in part, within three months from date of
retirement or six months from the date of death (but in no event after the
expiration date) or they shall be forfeited.
10. ADMINISTRATION AND AMENDMENT OF THE PLAN. This Plan shall be
administered by the Board of Directors of the Company. This Plan may be
terminated or amended by the Board of Directors as it deems advisable. However,
an amendment revising timing of Warrant grants, the recipients of Warrants, the
pricing mechanism, vesting schedule or option period of, or amount of shares
under a Warrant shall not be made more frequently than every six months unless
otherwise necessary to comply with the Internal Revenue Code of 1986, as
amended, or with the Employee Retirement Income Security Act of 1974, as
amended. No amendment may revoke or alter in a manner unfavorable to the
grantees any Warrants then outstanding, nor may the Board amend this Plan
without stockholder approval where the absence of such approval would cause the
Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934
(the "Act"), or any other requirement of applicable law or regulation. Warrants
may not be granted under the Plan in respect of any fiscal year ending after
December 31, 2002.
11. NON-TRANSFERABILITY. No Warrant granted under this Plan is
transferable other than by will or the laws of descent and distribution. During
the Non-Employee Director's lifetime, a Warrant may only be exercised by him or
her or his or her guardian or legal representative.
12. COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that the
Plan comply in all respects with Rule 16b-3 of the Act and any regulations
promulgated thereunder. If any provision of this Plan is later found not to be
in compliance with the Rule, the provision shall be deemed null and void. All
grants and exercises of Warrants under this Plan shall be executed in accordance
with the requirements of Section 16 of the Act, as amended, and any regulations
promulgated thereunder.
13. NOTICES. All notices and other communications required or permitted
under this Plan shall be written, and shall be either delivered personally or
sent by registered or certified first-class mail, postage prepaid and return
receipt requested, or by telex or telecopier, addressed as follows: if to the
Company, to the Company's principal office at P.O. Box 460, Skaneateles, New
York 13152, Attention: President; and if to a Participating Director or his
legal representative, to the address last furnished by such person to the
Company. Each such notice and communication that is delivered personally shall
be deemed to have been given when delivered, given by mail shall be deemed to
have been given when it is deposited in the United States mail in the manner
specified herein, and given by telex or telecopier shall be deemed to have been
given when it is so transmitted and the appropriate answer back is received. A
party may change its address for the purpose hereof by giving notice in
accordance with the provisions of this Section 15.
14. NONTRANSFERABILITY. No Warrant granted under this Plan is
transferable other than by will or the laws of descent and distribution. During
a Participating Director's lifetime, an Warrant may only be exercised by him.
<PAGE> 5
15. NO ADDITIONAL RIGHTS. Except as provided in this Plan, no
Participating Director shall have any claim or right to be granted an Warrant
under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any person any right to continue to serve as a member of the
Board of Directors. No person, estate or other entity shall have any rights as a
stockholder of the Company with respect to Shares subject to Warrants until a
certificate for such Shares has been delivered to the person exercising the
Warrant in accordance with the terms of this Plan.
16. CHOICE OF LAW. The validity, interpretation and administration of
this Plan and of any rules, regulations, determinations or decisions made
hereunder, and the rights of any and all persons having or claiming to have any
interest herein or hereunder, shall be determined exclusively in accordance with
the laws of the State of Delaware (without regard to the choice of law
provisions of such laws).
17. INTERPRETATION. As used herein, and as appropriate to the context,
the masculine pronoun shall include the feminine and the neuter, and the
singular shall include the plural.
18. MISCELLANEOUS. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted a Warrant under this Plan.
Neither the Plan nor any action thereunder shall be construed as giving any
director any right to be retained in the service of the Company.
19. EFFECTIVE DATE. The Plan shall become effective immediately
following the annual meeting of stockholders at which time stockholder approval
of the Plan is obtained, but no Warrant shall be issued hereunder to any
Non-Employee Director until after the Company's 1998 Annual Meeting of
Stockholders.
* * * * *
THE FOREGOING SKANEATELES BANCORP, INC. 1998 NON-EMPLOYEE DIRECTORS WARRANT PLAN
WAS DULY ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 1998 AND THE
SHAREHOLDERS OF THE COMPANY ON APRIL 21, 1998.
/s/ J. David Hammond
--------------------
J. David Hammond, Secretary
