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As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QUEENS COUNTY BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 06-1377322
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
(718) 359-6400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
QUEENS COUNTY BANCORP, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
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COPIES TO:
JOSEPH R. FICALORA LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE MULDOON, MURPHY & FAUCETTE LLP
OFFICER 5101 WISCONSIN AVENUE, N.W.
QUEENS COUNTY BANCORP, INC. WASHINGTON, D.C. 20016
38-25 MAIN STREET (202) 362-0840
FLUSHING, NEW YORK 11354
(718) 359-6400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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<TABLE>
<CAPTION>
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Title of each Class of Proposed
Securities to be Amount to be Purchase Price Estimated Aggregate Registration
Registered Registered (1) Per Share Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock 1,000,000
$.01 par Value Shares $20.06(2) $20,060,000 $5,296
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</TABLE>
(1) 1,000,000 additional shares are being registered for issuance pursuant to
the Queens County Bancorp, Inc. 1997 Stock Option Plan ("Option Plan"). In
addition, this Registration Statement covers an indeterminate number of
shares reserved for issuance pursuant to the Option Plan as a result of any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), the price per share is estimated to be
$20.06, based upon the average trading price of the common stock, $.01 par
value per share (the "Common Stock"), of Queens County Bancorp, Inc. (the
"Registrant"), as reported on the Nasdaq National Market on July 12, 2000.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 9
Exhibit Index begins on Page 2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of the previously filed Registration Statement for Queens
County Bancorp, Inc., dated August 5, 1997 (Registration No. 333-32881) is
hereby incorporated by reference. This registration statement is being filed to
register additional shares of Common Stock.
Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8/A (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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4 Stock Certificate of Queens County Bancorp, Inc. (1)
5 Opinion of Muldoon, Murphy & Faucette LLP, Washington, D.C.,
as to the legality of the common stock registered hereby.
10 Queens County Bancorp, Inc. 1997 Stock Option Plan (2)
23.1 Consent of KPMG LLP.
23.2 Consent of Muldoon, Murphy & Faucette LLP (see Exhibit 5).
24 Power of attorney (see signature pages).
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(1) Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 33-66852), as
amended, filed with the SEC on July 30, 1993 and declared effective on
October 1, 1993.
(2) Incorporated herein by reference from Exhibit A to the Proxy Statement on
form DEF 14A (SEC 000-22278) filed with the SEC on March 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Queens County
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8/A and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Flushing, and State of New York the 18th day of
July, 2000.
QUEENS COUNTY BANCORP, INC.
By: /s/ Joseph R. Ficalora
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Joseph R. Ficalora
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr. Ficalora constitutes and appoints Michael J. Lincks, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8/A Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, respectively, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and things requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Name Title Date
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/s/ Joseph R. Ficalora Chairman of the Board, President and July 18, 2000
----------------------- Chief Executive Officer
Joseph R. Ficalora (Principal Executive Officer)
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/s/ Michael J. Lincks Executive Vice President and July 18, 2000
--------------------- Corporate Secretary
Michael J. Lincks
/s/ Robert Wann Senior Vice President, Comptroller July 18, 2000
------------------ and Chief Financial Officer
Robert Wann (Principal Financial and Accounting
Officer)
/s/ Harold E. Johnson Director July 18, 2000
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Harold E. Johnson
/s/ Donald M. Blake Director July 18, 2000
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Donald M. Blake
/s/ Max L. Kupferberg Director July 18, 2000
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Max L. Kupferberg
/s/ Henry E. Froebel Director July 18, 2000
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Henry E. Froebel
/s/ Howard C. Miller Director July 18, 2000
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Howard C. Miller
/s/ Dominick Ciampa Director July 18, 2000
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Dominick Ciampa
/s/ Richard H. O'Neill Director July 18, 2000
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Richard H. O'Neill
