<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1996
Registration Statement 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
RCSB FINANCIAL, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
16-1484699
(IRS Employer Identification No.)
235 East Main Street
Rochester, New York 14604
(Address of principal executive offices)
1996 Non-Employee Director Stock Plan
(Full Title of Plan)
Leonard S. Simon
RCSB Financial, Inc.
235 East Main Street
Rochester, New York 14604
(716) 423-7270
(Name, address, including zip code, and telephone number including area code, of
Agent for Service)
with a copy to:
Catherine A. King, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
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<S> <C> <C> <C> <C>
Common Stock 500,000 $26.25 $13,125,000 $4,525.86
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(1) The Registration Statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options to purchase Common Stock, or pursuant to the
antidilution provisions of the Plan.
(2) In accordance with Rule 457, calculated on the basis of the closing sale
price of the Common Stock on the Nasdaq Stock Market on August 21, 1996.
<PAGE>
AVAILABLE INFORMATION
RCSB Financial, Inc. (the "Company" or the "Registrant"), is subject to the
informational requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
Citicorp Center, 300 West Madison Street, Chicago, Illinois 60661, and Seven
World Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the Nasdaq Stock Market and copies of
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the Nasdaq Stock Market at 1735 K Street, NW,
Washington, D.C. 20006-1500. In addition, certain of such materials are also
available through the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the registration
statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 29, 1996.
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996.
4. All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which registers all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. 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.
5. The description of the common stock of the common stock of the
Registrant's predecessor issuer, The Rochester Community Savings Bank, contained
in its Registration Statement on Form F-1 filed under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The bylaws of the Registrant provide as follows with respect to
indemnification of directors and officers:
"The directors, officers and employees of the Corporation shall be
entitled to mandatory indemnification, including the advancement of
expenses, in connection with any action, suit or proceeding, whether civil
or criminal, in which such person is made a party by reason of the fact
that such person is or was a director, officer or employee of the
Corporation or of any other entity or enterprise which any director,
officer or employee of the Corporation served in any capacity at the
request of the Corporation, to the fullest extent authorized and permitted
by law, including any non-statutory indemnification permissible under law.
The Corporation is authorized to grant any statutory or nonstatutory
indemnification pursuant to a resolution of the shareholders or of the
Board of Directors or pursuant to an agreement between the Corporation and
the officer, director or employee. Such right of indemnification shall
not be deemed exclusive of any other rights to which such director, officer
or employee may be or become entitled apart from this provision, and shall
inure to the benefit of the executors and administrators of each such
person. It is the intent of this provision that the extent of mandatory
indemnification shall in no circumstances be narrower than permitted in
the Delaware General Corporation Law and that the scope of this provision
shall be broadened to the extent permitted by amendments to or applications
of said or other applicable laws which are hereafter adopted."
Registrant has obtained insurance insuring the Registrant against any
obligation that occurs as a result of its indemnification of directors,
officers, or other employees, and insuring such persons for liabilities for
which they may not be indemnified by the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
<PAGE>
4.1 Restated Certificate of Incorporation of the Registrant, defining
the rights of holders of its Common Stock (Incorporated by reference from
Registrant's Form 8-K dated September 1, 1995 (Registration No.: 33-96490)).
4.2 1996 Non-Employee Director Plan (Incorporated by reference from
Exhibit 10.1 to Registrant's quarterly report on Form 10-Q for the quarter ended
May 31, 1996).
5. Opinion of Harris Beach & Wilcox, LLP
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Harris Beach & Wilcox, LLP (included in Exhibit 5)
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offerings.
---- -------------
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, 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act documents by
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reference.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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) Filing of Registration Statement on Forms S-8.
---------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's charter, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore,
<PAGE>
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
offered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on
June 26, 1996.
RCSB FINANCIAL, INC.
By: /s/ Leonard S. Simon,
--------------------------------------
Leonard S. Simon, Chairman of
the Board, President and Chief
Executive Officer
Each person whose signature appears below hereby constitutes and appoints
LEONARD S. SIMON, PAUL R. WUEST, and PAULA D. DOLAN and each of them, such
person's true and lawful attorney-in-fact and agent, with full powers of
substitution, for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file any and all amendments, including post-
effective amendments, to this Registration Statement with the Securities and
Exchange Commission, granting to said attorney-in-fact full power and authority
to perform any other act on behalf of the undersigned required to be done in
connection therewith.
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.
Signature Title Date
--------- ----- ----
By: /s/ Leonard S. Simon Chairman of the 6/26/96
----------------------------- Board, President and
Leonard S. Simon Chief Executive Officer;
Director
By /s/ Paul R. Wuest Senior Vice President and 6/26/96
----------------------------- Chief Financial Officer
Paul R. Wuest
By: /s/ Stephen B. Albright Senior Vice President 6/26/96
----------------------------- and Controller
Stephen B. Albright
By: /s/ Matthew Augustine Director 6/26/96
-----------------------------
Matthew Augustine
<PAGE>
By: /s/ Bruce B. Bates Director 6/26/96
-----------------------------
Bruce B. Bates
By: /s/ Karen Noble Hanson Director 6/26/96
-----------------------------
Karen Noble Hanson
By: Director
-----------------------------
John D. Hostutler
By: /s/ George G. Kaufman Director 6/26/96
-----------------------------
George G. Kaufman
By: /s/ Salvatore R. Martoche Director 6/26/96
-----------------------------
Salvatore R. Martoche
By: /s/ Michael P. Morley Director 6/26/96
-----------------------------
Michael P. Morley
By /s/ Ronald F. Poe Director 6/26/96
-----------------------------
Ronald F. Poe
By: /s/ Leonard Schutzman Director 6/26/96
-----------------------------
Leonard Schutzman
By: /s/ Karen D. Shaw Petrou Director 6/26/96
-----------------------------
Karen D. Shaw Petrou
<PAGE>
EXHIBIT 5
August 19, 1996
HARRIS
BEACH &
WILCOX
A LIMITED LIABILITY PARTNERSHIP
ATTORNEYS AT LAW
THE GRANITE BUILDING
130 EAST MAIN STREET
ROCHESTER, N.Y. 14604-1687
(716) 232-4440
DIRECT:
RCSB FINANCIAL, INC.
235 East Main Street
Rochester, New York 14604
Dear Ladies and Gentlemen:
We have acted as counsel to RCSB Financial, Inc., a Delaware corporation (the
"Company"), in connection with the filing of the Company's registration
statement on Form S-8 with the Securities and Exchange Commission on or about
August 20, 1996 (the "Registration Statement"), under the Securities Act of
1933, as amended. The Registration Statement is being filed in connection with
the Company's offering of up to 500,000 shares of Common Stock (the "Shares")
pursuant to the Company's Non-Employee Director Stock Plan (the "Plan").
We are familiar with the proceedings to date with respect to such offering and
have examined such records, documents and matters of law and satisfied ourselves
as to such matters of fact as we have considered relevant for purposes of this
opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to use as copies. We have also assured the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that, when the Shares shall have been issued and sold on
the terms contemplated by the Plan, and the Registration Statement shall have
become effective, the Shares will be legally issued, fully paid and non-
assessable.
This opinion shall be limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
We hereby consent to the use of this Opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Harris Beach & Wilcox LLP
HARRIS BEACH & WILCOX, LLP
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<S> <C> <C>
- -------------AFFILIATES---------- ------------NEW YORK------------
COPENHAGEN LIVORNO PARIS WASHINGTON, DC ALBANY ITHACA ROCHESTER
KRISTIANSUND LONDON OSLO HACKENSACK, NJ BUFFALO NEW YORK CITY SYRACUSE
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EXHIBIT 23.1
ACCOUNTANTS' CONSENT
--------------------
The Shareholders and Board of Directors
RCSB Financial, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of RCSB Financial, Inc. of our report dated December 18, 1995 relating to
the consolidated statements of condition of RCSB Financial, Inc. and
Subsidiaries as of November 30, 1995 and 1994 and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
each of the years in the three-year period ended November 30, 1995, which report
has been incorporated by reference in he November 30, 1995 annual report on Form
10-K of RCSB Financial, Inc. Our report refers to changes in accounting for
mortgage servicing rights in 1995; and postretirement benefits and income taxes
in 1994.
/s/ KPMG Peat Marwick LLP
Rochester, New York
August 9, 1996
