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As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
BSB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
16-1327860
(IRS employer identification number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
________________________
BSB 1996 Long-Term Incentive and Capital Accumulation Plan
(Full title of the Plans)
________________________
Larry G. Denniston
BSB Bancorp, Inc.
58-68 Exchange Street
Binghamton, NY 13902
(607) 779-2492
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
_______________________
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of securities to be Offering Price Aggregate Offering Registration
to be registered Registered(2) per Share (1) Price (1)(2) Fee (1)(2)
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<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,300,000 $20.25 $26,325,000 $6,950
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended based on the
average of the high and low stock price on July 28, 2000.
(2) The Registrant is registering 1,300,000 shares of its common stock, par
value $.01 per share ("Common Stock") reserved for issuance pursuant to its 1996
Long-Term Incentive and Capital Accumulation Plan (pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees participating in the BSB 1996 Long-Term Incentive and
Capital Accumulation Plan (the "1996 Plan") as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
BSB Bancorp, Inc. (the "Company") hereby incorporates by reference
into this registration statement the following documents filed by it with the
Commission:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1999.
(b) The Company's Form 10-Q for the quarter ended March 31, 2000 and
current reports on Form 8-K filed on February 15 and April 28,
2000.
(c) The description of the Company's common stock, par value $.01 per
share ("Common Stock"), contained in the Company's registration
statement under Section 12 of the Securities and Exchange Act of
1934, as amended and updated by the registration statement on
Form S-4 filed with the Commission on April 9, 1999.
In addition, all documents and reports filed by the Company subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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Item 4. Description of Securities.
The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the Delaware General Corporation Law,
the Company may indemnify its directors and officers against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which the director or
officer is involved by reason of the fact that he is or was a director or
officer of the Company if he acted in good faith and in the manner that he
reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Company, the director or
officer may not be indemnified in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the Company unless a court
determines otherwise.
Article 11 of the Company's Certificate of Incorporation requires that
the Company 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,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer, employee or agent of the
Corporation or any predecessor of the Corporation, or is or was serving at the
request of the Corporation or any predecessor of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fines, excise taxes and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent authorized by law.
No such indemnification shall be 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 Company or against amounts paid in settlement unless and only
to the extent that there is a determination that, despite the adjudication of
liability 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. The Company is permitted to advance expenses incurred by such
person in advance of the final disposition of such legal proceeding upon the
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to
indemnification from the Company.
The Company also has the power to purchase and maintain insurance on
behalf of its directors, officers, trustees, employees and agents and persons
serving in such capacities with other entities at the Company's request. The
Company has a policy of liability insurance covering its directors and officers,
the effect of which is to reimburse the directors and officers of the Company
against certain damages and expenses resulting from certain claims made against
them caused by their negligent act, error or omission.
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The foregoing indemnity and insurance provisions have the effect of
reducing directors' and officers' exposure to personal liability for actions
taken in connection with their respective positions.
The foregoing is only a general summary of certain aspects of Delaware
law and the provisions of the Company's Certificate of Incorporation and Bylaws
dealing with indemnification of directors and officers and does not purport to
completely describe such law and such provisions. It is qualified in its
entirety by reference to the relevant statutes which contain detailed provisions
regarding indemnification and to the Company's Certificate and Bylaws, which are
incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
No. Exhibit
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<S> <C>
4.1 1996 Long-Term Incentive and Capital Accumulation Plan, effective as of
April 22, 1996 (incorporated herein by reference to Exhibit A of the
Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders filed
with the Securities and Exchange Commission (the "SEC") on March 21, 1996).
4.2 Amendment Number 1 to 1996 Long-Term Incentive and Capital Accumulation Plan
(incorporated herein by reference to Exhibit 10 to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1999, as filed with the
SEC on August 13, 1998).
4.3 Amendment Number 2 to 1996 Long-Term Incentive and Capital Accumulation Plan
(incorporated herein by reference to Exhibit 10.1 to the Company's quarterly
report on Form 10-Q for the quarter ended June 30, 1998, as filed with the
SEC on May 13, 1999).
4.4 Certificate of Incorporation, as amended by the Certificate of Amendment
dated May 24, 1993 and the Certificate of Amendment dated April 22, 1996
(incorporated herein by reference from Exhibit 3.1 to the Quarterly Report
on Form 10-Q of the Company for the quarter ended March 31, 1996).
4.5 Company's Bylaws, as amended (incorporated herein by reference from Exhibit
3 to the Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 1999).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the securities
registered hereunder, including the consent of Hogan & Hartson L.L.P.
23 Consent of PricewaterhouseCoopers LLP.
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99.1 Section 145 of the Delaware General Corporation Law.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, or Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liability arising under the Securities
Act 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
5
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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 or expenses incurred or paid by a director, officer or controlling
person in 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 adjudication of such issue.
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SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Binghamton state of New York, on July 31, 2000.
BSB BANCORP, INC.
By: /s/ Thomas L. Thorn
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Thomas L. Thorn
Acting President and
Chief Executive Officer
Each person whose signature appears below appoints Thomas L. Thorn or
Rexford C. Decker, jointly and severally, each in his or her own capacity, as
true and lawful attorneys-in-fact, with full power or substitution in such
person's name, place and stead, in any and all capacities to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 31, 2000.
Signature Title
--------- -----
/s/ Thomas L. Thorn Acting President and Chief Executive Officer
--------------------------
Thomas L. Thorn (Principal Executive Officer)
/s/ Rexford C. Decker Senior Vice President and Chief Financial Officer
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Rexford C. Decker (Principal Financial Officer and Principal
Accounting Officer)
/s/ Ferris G. Akel Director
--------------------------
Ferris G. Akel
/s/ Robert W. Allen Director
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Robert W. Allen
7
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/s/ Diana J. Bendz Director
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Diana J. Bendz
/s/ William C. Craine Director
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William C. Craine
/s/ John P. Driscoll Director
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John P. Driscoll
/s/ Ann G. Higbee Director
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Ann G. Higbee
/s/ Thomas F. Kelly Director
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Thomas F. Kelly
/s/ David A. Niermeyer Director
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David A. Niermeyer
/s/ Mark T. O'Neil, Jr. Director
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Mark T. O'Neil, Jr.
/s/ William H. Rincker Director
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William H. Rincker
/s/ Thomas L. Thorn Director
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Thomas L. Thorn
8
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EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 1996 Long-Term Incentive and Capital Accumulation Plan, effective
as of April 22, 1996 (incorporated herein by reference to Exhibit
A of the Definitive Proxy Statement for the 1996 Annual Meeting
of Shareholders filed with the Securities and Exchange Commission
(the "SEC") on March 21, 1996).
4.2 Amendment Number 1 to 1996 Long-Term Incentive and Capital
Accumulation Plan (incorporated herein by reference to Exhibit 10
to the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1999, as filed with the SEC on August 13, 1998).
4.3 Amendment Number 2 to 1996 Long-Term Incentive and Capital
Accumulation Plan (incorporated herein by reference to Exhibit
10.1 to the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1998, as filed with the SEC on May 13,
1999).
4.4 Certificate of Incorporation, as amended by the Certificate of
Amendment dated May 24, 1993 and the Certificate of Amendment
dated April 22, 1996 (incorporated herein by reference from
Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company
for the quarter ended March 31, 1996).
4.5 Company's Bylaws, as amended (incorporated herein by reference
from Exhibit 3 to the Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30, 1999).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of Hogan &
Hartson L.L.P.
23 Consent of PricewaterhouseCoopers LLP.
99.1 Section 145 of the Delaware General Corporation Law.
