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As filed with the Securities and Exchange Commission on February 10, 1998
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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JSB FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3000874
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
303 MERRICK ROAD
LYNBROOK, NEW YORK 11563-2574
(516) 887-7000
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
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JAMAICA SAVINGS BANK FSB DIRECTORS' STOCK PROGRAM
(FULL TITLE OF THE PLAN)
---------------
Park T. Adikes
Chairman of the Board and Chief Executive Officer
303 Merrick Road
Lynbrook, New York 11563-2574
(516) 887-7000
Copy to:
Lisa M. Miller, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE, OF
AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Price Amount of
Registered Registered(1) Price Per Share (2) (2) Registration Fee
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Common Stock, $0.01 par value 20,000 shares $ 49.00 $980,000.00 $289.10
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(1) Based on the number of shares of common stock of JSB Financial, Inc.
("JSBF") currently reserved for issuance under the Jamaica Savings
Bank FSB Directors' Stock Program ("Plan").
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, shares that
may be awarded under the Plan in the future are deemed to be offered
at $49.00 per share, the average of the daily high and low sales
prices of JSBF common stock on the New York Stock Exchange at the
close of trading on February 5, 1998.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to participants as specified by Rule
428(b)(1). Such document need not be filed with the Commission either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-18620) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for
the calendar year ended December 31, 1996, which
was filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended
("Exchange Act");
(2) the description of the Registrant's Common Stock
(the "Common Stock") contained in the Registrant's
Registration Statement on Form S-1 filed on March
16, 1990, Registration No. 33-33821, and any
amendments thereto;
(3) the Registrant's Quarterly Report on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997; and
(4) the JSB Financial, Inc. Proxy Statement dated
March 28, 1997 for the Annual Meeting of
Shareholders held on May 13, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or 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
<PAGE>
statement to the extent that a statement contained herein or in any document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Thomas
R. Lehmann, Chief Financial Officer, Treasurer/Controller, JSB Financial, Inc.,
303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
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 Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("DGCL") and by the Certificate of
Incorporation of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, excise taxes or penalties
imposed under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the DGCL, the right to be paid by the Registrant the
expenses incurred in defending any such proceeding in advance of its final
disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole
<PAGE>
or in part in any such suit (or in a suit brought by the Registrant to recover
an advancement of expenses), the indemnitee shall be entitled to be paid also
the expenses of prosecuting (or defending) such suit. In any such suit, it shall
be a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the DGCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSB Financial, Inc. and its subsidiaries through
Travelers Insurance Company for a one year policy term ending September 18,
1998.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSB Financial, Inc. pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Jamaica Savings Bank FSB Directors' Stock Program
4.2 Certificate of Incorporation of JSB
Financial, Inc., incorporated by
reference to the Registrant's
Registration Statement on Form S-1 filed
on March 16, 1990, Registration No.
33-33821, and any amendments thereto.
4.3 By-Laws of JSB Financial, Inc.,
incorporated herein by reference to the
Exhibits filed with the Form 10-Q for the
calender quarter ended March 31, 1995,
which was filed with the Commission
pursuant to the Securities Exchange Act
of 1934, as amended.
23.1 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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 the registration statement or any material change to
such information in the registration statement;
<PAGE>
(2) That, for the purpose of determining 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
REFERENCE. 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 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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. Insofar as
indemnification for liabilities 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 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 for expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
EXPLANATORY NOTE
This registration statement includes or is deemed to include two forms of
prospectus: one to be sent or given to certain participants (the "Participant
Prospectus") in the Jamaica Savings Bank FSB Directors' Stock Program ("Plan")
pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of
1933, as amended ("Securities Act"), and one to be used in connection with
certain reoffers and resales (the "Resale Prospectus") of shares of Common
Stock, par value $0.01 per share, of JSB Financial, Inc. by participants in the
Plan as contemplated by Instruction C to Form S-8 under the Securities Act. The
form of Participant Prospectus has been omitted from this registration statement
as permitted by Part I of Form S-8. The form of Resale Prospectus is included
herein immediately following this page.
<PAGE>
CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)
ITEMS REQUIRED BY PART I OF FORM S-3
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S-3 ITEM PROSPECTUS HEADING
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1. Forepart of Registration Statement and Outside Front Front Cover Page of Prospectus; this
Cover Page of Prospectus Cross-Reference Sheet
2. Inside Front and Outside Back Cover Pages of Prospectus Available Information; Incorporation of
Certain Documents by Reference; Table of
Contents
3. Summary Information, Risk Factors and Ratio of Earnings Available Information; Risk Factors
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Material Changes Not Applicable
11. Incorporation of Certain Documents by Reference Incorporation of Certain Documents by Reference
12. Disclosure of Commission Position on Indemnification for Indemnification of Directors and Officers
Securities Act Liabilities
<PAGE>
PROSPECTUS
JSB FINANCIAL, INC.
20,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
OFFERED OR TO BE OFFERED BY CERTAIN SELLING SHAREHOLDERS OF
JSB FINANCIAL, INC. FOLLOWING THEIR DISTRIBUTION UNDER THE
JAMAICA SAVINGS BANK FSB DIRECTORS' STOCK PROGRAM
Certain holders of JSB Financial, Inc. Common Stock ("JSBF
Common Stock") may offer, from time to time, up to 20,000 shares of JSBF Common
Stock which they received under the Jamaica Savings Bank FSB Directors' Stock
Program ("Plan"). The shares may be sold directly by the holder to purchasers or
may be given by the holder to donees, such as members of the holder's family or
charitable organizations, and then sold by the donee to the purchasers. Sales
may occur through the facilities of the New York Stock Exchange where the shares
are listed and traded, or may occur privately.
This Prospectus relates to 20,000 authorized shares of JSBF Common
Stock reserved for issuance under the Plan. Such shares are, at the date hereof,
held as treasury stock by JSB Financial, Inc. ("Company"). It is suggested that
this Prospectus be retained for future reference. THIS PROSPECTUS CONTAINS A
DISCUSSION OF MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF SHARES OF THE
COMPANY. SEE "RISK FACTORS" AT PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR
THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY
OTHER GOVERNMENT AGENCY.
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The date of this prospectus is February 10, 1998.
<PAGE>
AVAILABLE INFORMATION
JSB Financial, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act")
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Information, as to
particular dates, concerning directors and officers, their remuneration, options
granted to them, the principal holders of JSBF Common Stock, and any material
interest of such persons in transactions with JSB Financial, Inc. is disclosed
in proxy statements distributed to shareholders of JSB Financial, Inc. and filed
with the Commission. Such reports, proxy statements, and other information can
be inspected and copied at the offices of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; at Public Reference
Facilities in the Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661; and at the New York Regional Office in Seven World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549 at prescribed rates. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, such as the Company. JSBF Common Stock is listed and traded on the
New York Stock Exchange. Reports, proxy material and other information
concerning JSB Financial, Inc. may also be inspected at the office of the New
York Stock Exchange, 11 Wall Street, New York, New York 10006.
JSB Financial, Inc. has filed with the Commission in
Washington D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities to which this prospectus relates. As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the Registration Statement,
including the exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the JSB Financial,
Inc. Annual Report on Form 10-K for the year ended December 31, 1996, and the
JSB Financial, Inc. Quarterly Report on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997 filed by JSB Financial, Inc.
pursuant to Section 13 of the Exchange Act. The description of the class of
securities offered under the Plan is described in the Registration Statement on
Form S-1, and any amendments thereto, filed by JSB Financial, Inc. with the
Commission. Such description is incorporated by reference herein.
All documents filed by JSB Financial, Inc. pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
hereby are incorporated herein by reference, and such
<PAGE>
documents shall be deemed 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 Prospectus 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests shall be directed to Mr.
Thomas R. Lehmann, Chief Financial Officer, Treasurer/Controller, JSB Financial,
Inc., 303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
The principal executive offices of JSB Financial, Inc. are
located at 303 Merrick Road, Lynbrook, New York 11563-2574. The telephone number
at such offices is (516) 887-7000.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in deciding
whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.
The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest income, which
is the difference between its interest income on earning assets -- such as
investment securities, CMOs, and loans -- and its interest expense on
interest-bearing deposits. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to changes in
interest rates, particularly if there is a substantial variation in the timing
between the repricing of its assets and the liabilities which fund them. The
Company will continue to be affected by general changes in levels of interest
rates and other economic factors beyond its control. At December 31, 1997, the
Company's total interest-bearing liabilities maturing or repricing within one
year exceeded its total earning assets maturing or repricing in the same time
period by $81,389,000 representing a one-year interest rate sensitivity gap as a
percentage of total assets of negative 5.58%. In computing the gap, the Company
includes accounts that are subject to immediate withdrawal in the cumulative one
year repricing gap. As a result of the Company's negative gap position, the
yield on earning assets of the Company will adjust to changes in interest rates
at a slower rate than the cost of the Company's interest-bearing liabilities. As
a consequence, any significant increase in interest rates may have an adverse
effect on the Company's results of operations. Conversely, any significant
<PAGE>
decline in interest rates may have a positive impact on the Company's results of
operations as the cost of the Company's interest-bearing liabilities will tend
to reprice downward at a faster rate than the Company's earning assets.
Increases in the level of interest rates also may adversely affect the value of
the Company's debt securities and other earning assets. Generally, the value of
fixed rate instruments fluctuates inversely with changes in interest rates. As a
result, increases in interest rates could result in decreases in the carrying
value of interest-earning assets which could adversely affect the Company's
results of operations if sold or, in the case of interest-earning assets
classified as available for sale, the Company's equity if retained. Increases in
interest rates also can affect the type (fixed-rate or adjustable-rate) and
amount of loans originated by the Company and the average life of loans and
securities, which can adversely impact the yields earned on the Company's loan
and securities portfolio.
LOCAL ECONOMY.
The Company is the holding company for Jamaica Savings Bank
FSB ("Bank"), a savings institution. The primary market area for the Bank is
concentrated in the neighborhoods surrounding its thirteen full service offices,
ten of which are located in the New York City Borough of Queens, one in the
Borough of Manhattan and one each in suburban Nassau and Suffolk counties in New
York. Management believes that its branch offices are primarily located in
communities that can generally be characterized as stable, residential
neighborhoods of predominantly one- to four-family residences and middle income
families. During the late 1980's to the early 1990's, the New York metropolitan
area experienced reduced employment as a result of the general decline in the
local economy and other factors. The area experienced a general decline in real
estate values and a decline in home sales and construction and, sharp decreases
in the value of commercial properties and land, as well as cooperatives and
condominiums.
During the last four years, unemployment and real estate
values have been relatively stable in New York metropolitan areas. The New York
City metropolitan area has benefitted from the resurgence and growth in
employment and profitability experienced by national securities and investment
banking firms, many of which are domiciled in Manhattan, as well as the growth
and profitability of other financial service companies, such as money center
banks. The strength of the national economy and of the United States equities
markets has contributed significantly to the recent growth and increased
profitability of Wall Street securities and investment banking firms.
A weakness or deterioration in the economic conditions of the
Bank's primary lending area in the future could result in the Bank experiencing
increases in non-performing loans. Such increases would likely result in higher
provisions for possible loan losses, reduced levels of earning assets which
would lower the level of net interest income and possibly result in higher
levels of other real estate owned expense.
HIGHLY COMPETITIVE INDUSTRY AND GEOGRAPHIC AREA.
The New York City metropolitan and Long Island areas have a
high concentration of financial institutions, many of which are significantly
larger and have greater financial resources
<PAGE>
than the Bank, and all of which are competitors of the Bank to varying degrees.
The Bank's competition for loans and deposits comes principally from savings and
loan associations, savings banks, commercial banks, mortgage banking companies,
insurance companies and credit unions. In addition, the Bank faces increasing
competition for deposits from non-bank institutions such as brokerage firms and
insurance companies in such areas as short-term money market funds, corporate
and government securities funds, mutual funds, annuities and insurance.
LENDING RISK.
The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by multi-family residences, one- to four-family
residences, commercial real estate and to a lesser extent construction projects.
The Bank continues to emphasize lending on multi-family, underlying cooperative
and commercial real estate. Lending on these types of properties poses
significant additional risks to the lender as compared with one- to four-family
mortgage lending. These loans generally are made to single borrowers or realty
corporations controlled by an individual or group of individuals and involve
substantially higher loan balances than one- to four-family residential mortgage
loans. Moreover, the repayment of such loans is typically dependent on the
successful operation of the property, which in turn is dependent upon the
expertise and ability of the borrower to properly manage and maintain the
property. In addition, management recognizes that repayment of commercial and
multi-family loans is subject to adverse changes in the real estate market or
the economy, to a far greater extent than is repayment of one- to four-family
mortgage loans.
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.
The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and the FDIC, as the
deposit insurer. The Bank is a member of the Federal Home Loan Bank ("FHLB")
System and its deposit accounts are insured up to applicable limits by the Bank
Insurance Fund ("BIF") managed by the FDIC. The Bank must file reports with the
OTS and the FDIC concerning its activities and financial condition in addition
to obtaining regulatory approvals prior to entering into certain transactions
such as mergers with, or acquisitions of, other savings institutions. The OTS
and the FDIC conduct periodic examinations to test the Bank's compliance with
various regulatory requirements. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulatory requirements and policies, whether by the OTS, the
FDIC or the Congress could have a material adverse impact on the Company, the
Bank and their operations. Certain of the regulatory requirements applicable to
the Bank and to the Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable to savings
institutions and their holding companies set forth
<PAGE>
in this Prospectus does not purport to be a complete description of such
statutes and regulations and their effects on the Bank and the Company.
Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking agencies:
the OTS, the FDIC, the Office of the Comptroller of the Currency and the Board
of Governors of the Federal Reserve System. The outcome of efforts to effect
regulatory consolidation is uncertain. Therefore, the Bank is unable to
determine the extent to which legislation, if enacted, would affect its
business.
CERTAIN ANTI-TAKEOVER PROVISIONS.
PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING
INSTRUMENTS. Certain provisions of the Company's Certificate of Incorporation
and Bylaws, particularly a provision limiting voting rights, and the Bank's
Charter and Bylaws, as well as certain federal and state regulations, assist the
Company in maintaining its status as an independent publicly owned corporation.
These provisions provide for, among other things, supermajority voting,
staggered boards of directors, noncumulative voting for directors, limits on the
calling of special meetings of stockholders, limits on the ability to vote
Common Stock beneficially owned in excess of 10% of outstanding shares, and
certain uniform price provisions for certain business combinations. The voting
limitation is applicable to persons, together with affiliates of and persons
acting in concert with such persons, who hold revocable proxies if the shares of
Common Stock represented by the revocable proxies are deemed beneficially owned
by such persons and exceed the limit. These provisions in the Bank's and the
Company's governing instruments may discourage potential proxy contests and
other potential takeover attempts, particularly those which have not been
negotiated with the Board of Directors, and thus, generally may serve to
perpetuate current management.
In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined generally as a person
with 15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined in the DGCL) with a Delaware corporation for
three years following the date such person became an interested stockholder.
The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares owned by
directors who are also officers and by certain employee stock plans or (iii) on
or subsequent to the date the stockholder becomes an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders, and not by written consent, by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock entitled to vote thereon, excluding shares owned by the interested
stockholder.
<PAGE>
The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed subsequent to the
public announcement of, and prior to the consummation or abandonment of, certain
mergers, sales of a majority of the corporation's assets or tender offers for
50% or more of the corporation's voting stock. The DGCL allows corporations to
elect not to be subject to the provisions of the DGCL. The Company has not so
elected.
In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the federal banking
laws may be imposed upon acquirors of the Company's Common Stock, including
restrictions that would require regulatory approval prior to any such
acquisition.
PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment
agreements with certain management officials and certain provisions of the
Company's stock option plans provide for benefits and cash payments in the event
of a change in control of the Company or the Bank. The Company's stock option
plans also provide for accelerated vesting in the event of a change in control.
These provisions may have the effect of increasing the cost of acquiring the
Company, thereby discouraging future attempts to take over the Company or the
Bank.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS. As of
December 31, 1997, directors and executive officers of the Bank and the Company
held or controlled the voting of approximately 7.67% of the shares of Common
Stock outstanding either through direct ownership or through participation in
employee benefit plans maintained by the Company or the Bank that hold Company
stock. Management's potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80% supermajority
vote. As a result, these provisions may preclude takeover attempts that certain
stockholders may deem to be in their best interest and may tend to perpetuate
existing management.
USE OF PROCEEDS
The shares will be offered by certain directors or former
directors of Jamaica Savings Bank FSB who are present or former participants in
the Plan, or their beneficiaries, for their personal accounts, and the proceeds
from such sale will be used by them for their personal benefit. JSB Financial,
Inc. will not receive any portion of the payment for the shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions) prevailing at
the time of the sale in the case of transactions on the New York Stock Exchange
and negotiated prices related to market prices in private negotiated
transactions not on any securities exchange.
</TABLE>
SELLING SECURITY HOLDERS
The persons selling shares of JSBF Common Stock offered hereby
will be participants or former participants in the Jamaica Savings Bank FSB
Directors' Stock Program. Participants in the Plan include the following
persons, who are affiliates of the Company, as that term has been defined by the
Commission:
<TABLE>
<CAPTION>
=========================================================================================================
Number of
Number of Shares Number of Percentage of
Position at Company Shares Covered by Shares to be Class to be
Selling or Affiliates Within Beneficially This Held After Owned After
Shareholder the Past Three Years Owned(1) Prospectus(2) Offering(3) Offering(4)
=========================================================================================================
<S> <C> <C> <C> <C> <C>
Joseph C. Cantwell Director 13,400 2,222 13,200 (5)
=========================================================================================================
Richard M. Cummins Director 6,200 2,222 6,000 (5)
=========================================================================================================
Howard J. Dirkes, Jr. Director 53,701 2,222 53,501 (5)
=========================================================================================================
Cynthia Gibbons Director 10,200 2,222 10,000 (5)
=========================================================================================================
James E. Gibbons, Jr. Director 63,201 2,222 63,001 (5)
=========================================================================================================
Alfred F. Kelly Director 34,951 2,222 34,751 (5)
=========================================================================================================
Richard W. Meyer Director 44,901 2,222 44,701 (5)
=========================================================================================================
Arnold B. Pritcher Director 73,389 2,222 73,189 (5)
=========================================================================================================
Paul R. Screvane Director 41,516 2,222 41,316 (5)
=========================================================================================================
</TABLE>
(1) Beneficial ownership in this table includes (a) the number of shares
of Company Common Stock which such person has the right to acquire by the
exercise of stock options, whether or not the stock options are vested as of
December 31, 1997, (b) the number of shares held in such person's name in trust
or otherwise under all of the Company's benefit plans and (c) the number of
shares as to which such person shares voting and investment power.
(2) These share awards represent the maximum number of shares that may
be awarded to each director under the Plan. Of each potential 2,222 share award
shown in the table above, 200 shares were awarded to each director effective as
of January 1, 1998, which is the most recent date as of which such information
is available. The 200 shares that have been awarded to each eligible director
under the Plan have been included in the totals for each director shown in the
"Number of Shares Beneficially Owned" column in the table above.
(3) Assumes that all shares presently owned and hereafter acquired under
the Plan are sold.
(4) Percentage with respect to each person has been calculated on the
basis of 9,939,927 shares of Company Common Stock, the sum of the total shares
outstanding as of December 31, 1997 and the 20,000 shares of Common Stock
covered by this Prospectus.
(5) Represents less than 1% of the outstanding Common Stock.
PLAN OF DISTRIBUTION
The shares may be offered for sale on the New York Stock
Exchange where they are listed. They may be offered from time to time in private
transactions. The Company does not expect to bear the expense of such sales.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("DGCL") and by the Certificate of
Incorporation of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the DGCL, the right to be paid by the Registrant the
expenses incurred in defending any such proceeding in advance of its final
disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the DGCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSBF and its subsidiaries through Travelers
Insurance Company for a one year policy term ending September 18, 1998.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSBF pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No person has been authorized to give any information or
to make any representation not contained in this
Prospectus in connection with the offer made by this JSB Financial, Inc.
Prospectus, and, if given or made, such information or
representation must not be relied upon as having been
authorized by JSB Financial, Inc. Neither the delivery of 20,000 SHARES
this Prospectus nor any sale made hereunder shall under
any circumstances create an implication that there has COMMON STOCK
been no change in the affairs of JSB Financial, Inc. since
the date hereof or that the information contained in this ($0.01 PAR VALUE)
Prospectus is correct as of any date subsequent to the
date of this Prospectus. This Prospectus does not Offered or to be Offered by Certain Selling
constitute an offer or a solicitation of an offer to buy Shareholders
any of the securities offered hereby in any jurisdiction of JSB Financial, Inc. Following Their Distribution
to any person to whom it is unlawful to make such offer in under the Jamaica Savings Bank FSB Directors' Stock
such jurisdiction. Program
TABLE OF CONTENTS
AVAILABLE INFORMATION.....................2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE..............................2
RISK FACTORS..............................3
USE OF PROCEEDS...........................7 PROSPECTUS
DETERMINATION OF
OFFERING PRICE............................8
SELLING SECURITY HOLDERS..................8
PLAN OF DISTRIBUTION......................8
INDEMNIFICATION OF
DIRECTORS AND OFFICERS....................9 DATED: February 10, 1998
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Village of Lynbrook, State of New York on the 6th day of
January, 1998.
JSB Financial, Inc.
(Registrant)
By: /s/ Park T. Adikes
------------------------------------
Park T. Adikes
Chairman of the Board 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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Park T. Adikes Chairman of the Board and Chief Executive
- --------------------------- Officer (Principal Executive Officer) and
Park T. Adikes Director January 6, 1998
/s/ Thomas R. Lehmann Senior Vice President, Chief Financial
- --------------------------- Officer (Principal Financial and
Thomas R. Lehmann Accounting Officer) January 6, 1998
/s/ Edward P. Henson President and Director
- --------------------------- January 6, 1998
Edward P. Henson
/s/ Joseph C. Cantwell Director January 6, 1998
- ---------------------------
Joseph C. Cantwell
/s/ Richard M. Cummins Director January 6, 1998
- ---------------------------
Richard M. Cummins
/s/ Howard J. Dirkes, Jr. Director January 6, 1998
- ---------------------------
Howard J. Dirkes, Jr.
/s/ Cynthia Gibbons Director January 6, 1998
- ---------------------------
Cynthia Gibbons
/s/ James E. Gibbons, Jr. Director January 6, 1998
- ---------------------------
James E. Gibbons, Jr.
/s/ Alfred F. Kelly
- --------------------------- Director January 6, 1998
Alfred F. Kelly
/s/ Richard W. Meyer Director January 6, 1998
- ---------------------------
Richard W. Meyer
/s/ Arnold B. Pritcher
- ---------------------------
Arnold B. Pritcher Director January 6, 1998
/s/ Paul R. Screvane
- ---------------------------
Paul R. Screvane Director January 6, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Jamaica Savings Bank FSB Directors' Stock Program
4.2 Certificate of Incorporation of JSB Financial, Inc., incorporated by
reference to the Registrant's Registration Statement on
Form S-1, filed on March 16, 1990, Registration No.
33-33821, and any amendments thereto.
4.3 By-Laws of JSB Financial, Inc., incorporated herein
by reference to Exhibits filed with Form 10-Q for
the calendar quarter ended March 31, 1995, which was
filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended.
23.1 Consent of KPMG Peat Marwick LLP.
EXHIBIT 4.1
Jamaica Savings Bank FSB Directors' Stock Program
<PAGE>
========================
JAMAICA SAVINGS BANK FSB
DIRECTORS' STOCK PROGRAM
========================
1. PURPOSE OF THE PLAN. The purpose of the Directors' Stock Program
(the "Plan") is to promote the growth and profitability of Jamaica
Savings Bank FSB (the "Bank") and JSB Financial, Inc. (the "Company")
by providing a program pursuant to which outside directors of the Bank
may be compensated for their services on the Board of Directors of the
Bank (the "Board") as well as their services to the Company, in shares
of common stock of the Company ("Common Stock") thereby increasing each
outside director's equity interest in the Company and further aligning
the outside director's interests with those of the Company's
stockholders.
2. OPERATION OF THE PLAN. Each year, in December, the Chairman will
determine and recommend for approval by the Board, the rate of annual
retainer to be paid to each outside director for service on the Board
for the next succeeding calendar year. Unless the Board shall elect
otherwise, one-third (1/3) of the annual rate of outside director's
fees will be paid to each outside director in shares of Common Stock
effective as of January 1st and the balance of the fees will be paid in
cash, in three installment payments, on April 1st, July 1st and October
1st in such cash dollar amounts to be determined and approved by
resolution of the Board. Payment of the outside director's fees in
shares of Common Stock will be accomplished through the Company's
issuance of shares of Common Stock having a fair market value,
determined as of December 31st, equal to one-third (1/3) of the rate of
the annual retainer payable to each director. Thus, for example, since
the annual retainer to be paid to outside directors for the 1998
calendar year has been determined by the Board to be $30,000, each
outside director will be entitled to a distribution, effective as of
January 1, 1998, of shares of Common Stock having a fair market value
of $10,000, as determined on December 31, 1997 (rounded up to the next
whole share), representing one-third (1/3) of the annual retainer to be
paid to each outside director for Board service during the 1998
calendar year.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Senior Officer of the Personnel Department of the Bank.
4. SHARE RESERVE. Currently, there are 20,000 shares of Common Stock
reserved in the Company's treasury for distribution to outside
directors under this Plan.
5. DIVIDENDS AND VOTING RIGHTS. Following the distribution of shares of
Common Stock to each outside director under this Plan, the outside
director shall be the record owner of such Common Stock, entitled to
all ownership rights and privileges, including but not limited to,
dividend and voting rights.
<PAGE>
6. REGISTRATION REQUIREMENTS. The Company's obligation to deliver
shares of Common Stock to an outside director under this Plan shall, if
the Company so requests, be conditioned upon the receipt of a
representation as to the investment intention of the outside director,
in such form as the Company shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or
local law. It may be provided that any such representation shall become
inoperative upon a registration of the shares of Common Stock or upon
the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any shares
of Common Stock to any outside director under the Plan prior to (i) the
admission of such shares to listing on any stock exchange on which
shares may then be listed, or (ii) the completion of such registration
or other qualification under any state or federal law, rule or
regulation as the Company shall determine to be necessary or advisable.
7. TAXES. Each outside director shall be solely responsible for the
payment of any or all income or self-employment withholding taxes
associated with the distribution of shares of Common Stock to an
outside director under this Plan.
8. AMENDMENT AND TERMINATION. This Plan may be terminated or amended,
in whole or in part, by the Bank at any time.
9. STATUS AS AN EMPLOYEE BENEFIT PLAN. This Plan is not intended to
satisfy the requirements for qualification under section 401(a) of the
Internal Revenue Code 1986 or to satisfy the definitional requirements
for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended . It is intended to
be a non-qualified incentive compensation program that is exempt from
the regulatory requirements of the Employee Retirement Income Security
Act of 1974, as amended. The Plan shall be construed and administered
so as to effectuate this intent.
10. NO RIGHT TO CONTINUED BOARD SERVICE. This Plan shall not be held or
construed to confer upon any outside director any right to continued
service on the Board of Directors of the Bank.
11. GOVERNING LAW. This Plan shall be construed and enforced in
accordance with the laws of the State of New York without giving effect
to the conflict of laws principles thereof, except to the extent that
such laws are preempted by the federal laws of the United States of
America.
12. TERM OF THE PROGRAM. This Plan shall remain in effect until the
earlier of (i) termination by the Board or (ii) the distribution of all
Plan shares.
13. ADJUSTMENTS FOR BUSINESS REORGANIZATION, STOCK SPLIT OR STOCK
DIVIDEND. In the event of a business reorganization, stock split, stock
dividend or other event generally affecting the number of shares
reserved for distribution in the Company's treasury, the number of Plan
shares shall be adjusted, as determined by the Board, to account for
such event.
14. EFFECTIVE DATE. This Plan shall be effective as of January 1, 1998.
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
The Stockholders and the
Board of Directors
JSB Financial, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of JSB Financial, Inc., dated February 10, 1998, relating to the Jamaica
Savings Bank FSB Directors' Stock Program, of our report dated January 30, 1997
relating to the consolidated statements of financial condition of JSB Financial,
Inc. and subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report is incorporated by reference in the December 31, 1996 annual report
on Form 10-K of JSB Financial, Inc. Our report contains an explanatory paragraph
relating to a change in accounting principles.
/s/ KPMG PEAT MARWICK LLP
Jericho, New York
February 10, 1998
