AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999
REGISTRATION NO. 333-72577
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GREENPOINT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1379001
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
90 Park Avenue, New York, New York 10016
(Address of Principal Executive Offices)
1997 Executive and Non-employee Director Stock Option Plan
(Full title of the plans)
Howard C. Bluver
General Counsel and Secretary
GreenPoint Financial Corp.
90 Park Avenue
New York, New York 10016
Telephone: (212) 834-1724
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE BE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE FEE
PER UNIT
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Common Stock, $0.01 739,518 N/A N/A (1)
par value
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(1) All filing fees payable in connection with the registration of the
issuance of these securities were paid in connection with the filing of
the Registrant's Form S-4 Registration Statement (333-72577) on
February 18, 1999.
This amendment shall become effective in accordance with the provisions of Rule
464 promulgated under the Securities Act of 1933.
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GreenPoint Financial Corp. (the "Company") hereby files this
post-effective amendment to register on Form S-8 (the "Registration Statement")
an aggregate of 739,518 shares of common stock, par value $0.01 per share, of
the Company (the "Company Common Stock"), which were previously registered in a
registration statement on Form S-4 (File No. 333-72577) incorporated herein by
reference, for issuance pursuant to options granted under the 1997 Executive and
Non-employee Director Stock Option Plan of Headlands Mortgage Company (the
"Headlands Option Plan") pursuant to the terms and conditions of the Agreement
and Plan of Merger, dated as of December 8, 1998, by and among the Company, GF
Financial Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Merger Sub"), and Headlands Mortgage Company, a California corporation
("Headlands"). Pursuant to the Merger, Merger Sub merged with and into Headlands
(the "Merger") and Headlands became a wholly-owned subsidiary of the Company. In
addition, pursuant to the Merger, each share of common stock, without par value,
of Headlands ("Headlands Common Stock"), with certain specified exceptions, was
converted into the right to receive 0.620 shares (the "Exchange Ratio") of
Company Common Stock, and each option to purchase shares of Headlands Common
Stock granted under the Headlands Option Plan and outstanding as of the
effective time of the Merger was converted into an option to purchase shares of
Company Common Stock on substantially the same terms and conditions applicable
under the Headlands Option Plan, except that the number of shares of Company
Common Stock subject to such options was adjusted to equal (a) the number of
shares of Headlands Common Stock subject to such option multiplied by (b) the
Exchange Ratio (rounded to the nearest whole share), and the exercise price per
share was adjusted to equal (x) the aggregate exercise price of the shares of
Headlands Common stock that were purchasable pursuant to such option divided by
the number of full shares of Company Common Stock subject to such converted
option (rounded to the nearest whole cent). The Merger was completed on March
30, 1999. Immediately following the Merger, the Company contributed its interest
in the surviving corporation to GreenPoint Bank, a wholly-owned subsidiary of
the Company.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The Company's Current Reports on Form 8-K dated February 17,
February 25, March 9, March 18 and March 30, 1999.
(d) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A, filed on September 27,
1993, including any amendments or reports filed for the
purpose of updating that description.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from the date any
such document is filed. The information relating to the Company contained in
this Registration Statement does not purport to be complete and should be read
together with the information in the documents incorporated by reference herein.
Any statement contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes hereof to the extent
that a subsequent statement contained herein or in any other subsequently filed
document 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 hereof.
Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Plan is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference in the Registration Statement, excluding exhibits unless such exhibits
are specifically incorporated by reference.
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 Company is a Delaware corporation subject to the applicable provisions
of the Delaware General Corporation Law (the "DGCL") related to the limitation
of director liability, indemnification of directors and officers and insurance
against director and officer liability maintained by a corporation on behalf of
directors and officers.
The DGCL permits a corporation's certificate of incorporation to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that the relevant provision does not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payment of a dividend or approval of an unlawful stock purchase or
redemption or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's certificate of incorporation, as
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amended (the "Company Certificate"), provides for the elimination of liability
of directors to the fullest extent permitted by the DGCL.
The DGCL permits a corporation to 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 (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the relevant conduct was unlawful.
In any threatened, pending or completed action or suit by or in the right
of a corporation, the DGCL permits a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any such action or suit by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim or issue as
to which such person shall have been adjudged liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such
action was brought shall determine upon application 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 as the
Court of Chancery or such other court deems proper.
The DGCL requires a corporation to indemnify a director or officer who has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in the previous two paragraphs or in defense of any
claim, issue or matter therein against expenses actually and reasonably incurred
by such person in connection therewith. Corporations may pay expenses incurred
by an officer or director in defending any proceeding in advance of the final
disposition of such matter upon receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that such person
is not entitled to indemnity. The indemnification provided for by the DGCL is
not exclusive of any other rights to which the indemnified party may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The Company Certificate provides for indemnification of directors and
officers (among others) who are made parties or are threatened to be made
parties to or are otherwise involved in any actions, suits or proceedings,
whether civil, criminal, administrative or investigative by reason of his or her
role as such or service in such a role at the Company's request for another
corporation or a partnership, joint venture, trust or other enterprise, to the
fullest extent authorized by the DGCL against all expense, liability and loss
(including attorneys' fees)
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reasonably incurred or suffered. The Company Certificate provides that expenses
incurred or suffered shall be paid by the Company in advance of the final
disposition thereof, and that if required by the DGCL, such advancement of
expenses incurred by an indemnified party in his or her capacity as a director
or officer (and not in any other capacity) will be made only upon delivery of an
undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that such person is not entitled to indemnification.
The DGCL permits a corporation to purchase and maintain insurance on
behalf of any person who was or is a director, officer, employee or agent of the
corporation or was or is serving in such a capacity at the request of the
corporation with another business entity against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability. The Company maintains an
insurance policy insuring the directors and officers of the Company against
certain acts and omissions arising while serving or acting in their official
capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index located on page 11 hereof.
Item 9. Undertakings.
A. 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 of
1933, as amended (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; and (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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange 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
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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; and
(3) To remove from registration by means of a post effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining 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
Securities Exchange Act of 1934, as amended (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. 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 provisions described under Item 6 above or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against pubic policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 Amendment No. 1 to
the Registration Statement relating to the acquisition of Headlands Mortgage
Company to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of April
1999.
GREENPOINT FINANCIAL CORP.
(Registrant)
By /s/ Thomas S. Johnson
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Thomas S. Johnson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1
to the Registration Statement has been signed by the following persons on April
26, 1999, in the capacities indicated.
/s/ Thomas S. Johnson
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Thomas S. Johnson,
Chairman and Chief
Executive Officer
(Principal Executive Officer)
*
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Bharat B. Bhatt
Member of the Board, President
and Chief Operating Officer
*
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Dan F. Huebner, Director
*
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William M. Jackson, Director
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*
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Susan J. Kropf, Director
*
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Robert M. McLane, Director
*
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Charles B. McQuade, Director
*
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Alvin N. Puryear, Director
*
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Robert P. Quinn, Director
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Edward C. Schmults, Director
*
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Wilfred O. Uhl, Director
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Robert F. Vizza, Director
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Jules Zimmerman, Director
*
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Charles P. Richardson
Executive Vice President
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*
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Jeffrey R. Leeds
Executive Vice President, Chief Financial
Officer
(Principal Financial Officer)
*
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Mary Beth Farrell
Senior Vice President and Comptroller
(Principal Accounting Officer)
*By: /s/ Thomas S. Johnson
Thomas S. Johnson, Attorney-in-fact
Thomas S. Johnson, by signing his name hereto, does sign this document on behalf
of the persons named above, pursuant to a power of attorney duly executed by
such persons and previously filed.
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.*
24 Power of Attorney (included on signature page to the Registration
Statement of GreenPoint Financial Corp. (File No. 333-72577)
filed on February 18, 1999).
99.1 1997 Executive and Non-employee Director Stock Option Plan of
Headlands Mortgage Company (incorporated herein by reference to
Exhibit 10 to the Registration Statement (File No. 333-48253) of
Headlands Mortgage Company filed with the Securities and Exchange
Commission on March 19, 1998).
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* Filed herewith. All other exhibits were previously filed.
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Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Post Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No.
333-72777) of our report dated January 21, 1999, which appears on page 47 of
the 1998 Annual Report to Shareholders of GreenPoint Financial Corp., which is
incorporated by reference in GreenPoint Financial Corp.'s Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 26, 1999
