<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. ________
_____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
DIME BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
589 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
DIME BANCORP, INC. STOCK INCENTIVE PLAN and
DIME BANCORP, INC. 1991 STOCK INCENTIVE PLAN
(Full Title of the Plans)
GENE C. BROOKS, ESQ.
Dime Bancorp, Inc.
589 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)
(212) 326-6170
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Title of Proposed
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Offering Registration
Registered Registered Price per Share* Price* Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 1,500,000** $12.0625 $18,093,750.00 $6,239.22
- -----------------------------------------------------------------------------------
</TABLE>
* In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price
and Registration Fee have been computed as follows: (a) the price per share of
the Common Stock of Dime Bancorp, Inc. (the "Company") has been based on the
average of the high and low prices for the Common
Page 1 of 23
<PAGE>
Stock of the Company as reported on the New York Stock Exchange on May 22, 1996,
and (b) using such price per share, the aggregate amount of the Offering Price
was then calculated on the basis of the aggregate amount of shares of Common
Stock of the Company issuable in connection with the Dime Bancorp, Inc. Stock
Incentive Plan and Dime Bancorp, Inc. 1991 Stock Incentive Plan.
** This Registration Statement relates to such additional shares of Common Stock
as may be issuable pursuant to adjustments, as provided in Section 4.3 of the
Dime Bancorp, Inc. 1991 Stock Incentive Plan, for stock dividends, splits,
combinations or other changes or recapitalizations.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also covers the shares of Common Stock previously
registered under Registration Statement No. 33-88552.
Page 2 of 23
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The Company's Registration Statement on Form S-8 No.
33-88552 as filed with the Commission on January 18, 1995.
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-13094), as amended by Amendment No. 1 on Form 10-
K/A filed on May 15, 1996.
(3) The Company's Current Report on Form 8-K, dated April
26, 1996.
(4) The Company's Current Report on Form 8-K, dated May
21, 1996.
(5) The Company's Registration Statement on Form 8-A as filed with the
Commission on January 10, 1995, which includes a description of the Company's
Common Stock.
(6) The Company's Registration Statement on Form 8-A as filed with the
Commission on November 3, 1995, which includes a description of the Stock
Purchase Rights associated with the Company's Common Stock.
(7) The Company's Quarterly Report on Form 10-Q for the
first quarter 1996 filed on May 14, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of any post-effective amendment indicating that all stock
offered has been sold or deregistering all stock 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 their filing. Any statement contained in a
document 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
Page 3 of 23
<PAGE>
other subsequently filed document that 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.
Page 4 of 23
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 23rd day of
May, 1996.
DIME BANCORP, INC.
By: /s/ James M. Large, Jr.
---------------------------------------------
James M. Large, Jr.
Chairman of the Board and
Chief Executive Officer
Page 5 of 23
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes James M. Large, Jr., Lawrence J. Toal and Gene C. Brooks, and
each of them, as attorneys-in-fact, to sign on his or her behalf, individually
and in each capacity stated below, and to file any amendment, including post-
effective amendments, to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ James M. Large, Jr. Chairman of the Board, May 23, 1996
- ------------------------------ Chief Executive Officer
James M. Large, Jr. and Director (Principal
Executive Officer)
/s/ Lawrence J. Toal President, Chief May 23, 1996
- ------------------------------ Operating Officer and
Lawrence J. Toal Director
/s/ Harold E. Reynolds Controller May 23, 1996
- ------------------------------ (Principal Financial and
Harold E. Reynolds Accounting Officer)
Page 6 of 23
<PAGE>
/s/ Derrick D. Cephas Director May 23, 1996
- ------------------------------
Derrick D. Cephas
/s/ Frederick C. Chen Director May 23, 1996
- ------------------------------
Frederick C. Chen
/s/ J. Barclay C. Collins II Director May 23, 1996
- ------------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple Director May 23, 1996
- ------------------------------
Richard W. Dalrymple
/s/ E. Charlotte Fanta Director May 20, 1996
- ------------------------------
E. Charlotte Fanta
/s/ James F. Fulton Director May 20, 1996
- ------------------------------
James F. Fulton
/s/ Murray Handwerker Director May 20, 1996
- ------------------------------
Murray Handwerker
/s/ Virginia M. Kopp Director May 23, 1996
- -------------------------------
Virginia M. Kopp
/s/ John Morning Director May 20, 1996
- -------------------------------
John Morning
Page 7 of 23
<PAGE>
/s/ Margaret G. Osmer McQuade Director May 23, 1996
- ------------------------------
Margaret G. Osmer-McQuade
Director May , 1996
- ------------------------------ --
Sally Hernandez-Pinero
/s/ Dr. Paul A. Qualben Director May 23, 1996
- ------------------------------
Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. Director May 23, 1996
- ------------------------------
Eugene G. Schulz, Jr.
/s/ Howard Smith Director May 20, 1996
- ------------------------------
Howard Smith
/s/ Dr. Norman R. Smith Director May 18, 1996
- ------------------------------
Dr. Norman R. Smith
/s/ Ira T. Wender Director May 23, 1996
- ------------------------------
Ira T. Wender
Page 8 of 23
<PAGE>
Registration No. __________
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DIME BANCORP, INC.
_______________________________________________________________________________
_______________________________________________________________________________
Page 9 of 23
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Page
- ---------- --------
<S> <C> <C>
4.1 Copy of the Dime Bancorp, Inc. 1991 Stock
Incentive Plan, as amended and restated.. 11
5.1 Opinion of Counsel regarding the
Legality of the Common Stock
Being Registered by the Company.......... 22
23.1 Consent of Counsel
(included in the Opinion of Counsel
filed as Exhibit 5.1) 22
23.2 Consent of KPMG Peat Marwick LLP......... 23
24 Power of Attorney
(included in the Signature Page of this
Registration Statement).................. 6
</TABLE>
Page 10 of 23
<PAGE>
Exhibit 4.1
-----------
DIME BANCORP, INC.
1991 STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 29, 1996)
SECTION 1 Purpose.
-------
The purpose of the Dime Bancorp, Inc. 1991 Stock Incentive Plan (the
"Plan") is to enable Dime Bancorp, Inc. ("Bancorp") and any Related Company (as
defined below) to attract and retain employees who contribute to Bancorp's
success by their ability, ingenuity and industry, and to enable such employees
to participate in the long-term success and growth of Bancorp by giving them an
equity interest in Bancorp. For purposes of the Plan, a "Related Company" means
any corporation, partnership, joint venture or other entity in which Bancorp
owns, directly or indirectly, at least a 20% beneficial ownership interest.
SECTION 2 Types of Awards.
---------------
2.1 Awards under the Plan may be in the form of (i) Stock Options;
(ii) Stock Appreciation Rights; (iii) Restricted Stock; (iv) Deferred Stock; (v)
Loans; and/or (vi) Tax Offset Payments.
2.2 An eligible employee may be granted one or more types of awards,
which may be independent or granted in tandem. If two awards are granted in
tandem the employee may exercise (or otherwise receive the benefit of) one award
only to the extent he or she relinquishes the tandem award.
SECTION 3 Administration.
--------------
3.1 The Plan shall be administered by the Compensation Committee of
Bancorp's Board of Directors (the "Committee") or such other committee of
directors as the Board of Directors of Bancorp (the "Board") shall designate
that satisfies the disinterested administration requirements under Rule 16b-3 as
then promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934 ("Rule 16b-3"). Members of the Committee shall serve at
the pleasure of the Board.
3.2 The Committee shall have the authority to grant awards to
eligible employees under the Plan; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable; to interpret the terms and provisions of the Plan and any award
granted under the Plan; and to otherwise supervise the administration of the
Plan. In particular, and without limiting its authority and powers, the
Committee shall have the authority:
Page 11 of 23
<PAGE>
(a) to determine whether and to what extent any award or combination
of awards will be granted hereunder, including whether any awards
will be granted in tandem with each other;
(b) to select the employees to whom awards will be granted;
(c) to determine the number of shares of the common stock of Bancorp
(the "Stock") to be covered by each award granted hereunder;
(d) to determine the terms and conditions of any award granted
hereunder, including, but not limited to, any vesting or other
restrictions based on performance and such other factors as the
Committee may determine, and to determine whether the terms and
conditions of the award are satisfied;
(e) to determine the treatment of awards upon an employee's
retirement, disability, death, termination for cause or other
termination of employment;
(f) to determine pursuant to a formula or otherwise the fair market
value of the Stock on a given date; provided, however, that if
the Committee fails to make such a determination, fair market
value shall mean the closing sale price of the Stock on a given
date as reported in The Wall Street Journal;
--- ---- ----- -------
(g) to determine that amounts equal to the amount of any dividends
declared with respect to the number of shares covered by an award
(including Stock Options) (i) will be paid to the employee
currently or (ii) will be deferred and deemed to be reinvested or
(iii) will otherwise be credited to the employee, or (iv) that
the employee has no rights with respect to such dividends;
(h) to determine whether, to what extent, and under what
circumstances Stock and other amounts payable with respect to an
award will be deferred either automatically or at the election of
an employee, including providing for and determining the amount
(if any) of deemed earnings on any deferred amount during any
deferral period;
(i) to provide that the shares of Stock received as a result of an
award shall be subject to a right of first refusal, pursuant to
which the employee shall be required to offer to Bancorp any
shares that the employee wishes to sell, subject to such terms
and conditions as the Committee may specify;
(j) to amend the terms of any award, prospectively or retroactively;
provided, however, that no amendment shall impair the rights of
the award holder without his or her consent; and
Page 12 of 23
<PAGE>
(k) to substitute new Stock Options for previously granted Stock
Options, or for options granted under other plans, in each case
including previously granted options having higher option prices.
3.3 All determinations made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including
Bancorp and Plan participants.
3.4 The Committee may from time to time delegate to one or more
officers of Bancorp or any Related Company any or all of its authorities granted
hereunder except with respect to awards granted to persons subject to Section 16
of the Securities Exchange Act of 1934. The Committee shall specify the maximum
number of shares that the officer or officers to whom such authority is
delegated may award.
SECTION 4 Stock Subject to Plan.
---------------------
4.1 The total number of shares of Stock reserved and available for
distribution under the Plan shall be 4,232,605, plus a number of shares of Stock
equal to the sum of the number of (a) shares of Stock previously reserved and
available for distribution under the Dime Bancorp, Inc. Stock Incentive Plan
(the "Stock Incentive Plan") that are subject to the unexercised portions of any
options granted under the Stock Incentive Plan that, on or after the effective
date of this restatement, expire, terminate or are canceled, and (b) shares of
Stock consisting of restricted stock sold under the Stock Incentive Plan which
are repurchased by Bancorp on or after the effective date of this restatement;
provided, however, that for the purposes of clause (a) above, if any stock
appreciation rights granted in tandem with an option granted under the Stock
Incentive Plan are exercised and paid in Stock on or after the effective date of
this restatement, the shares theretofore subject to that option (or portion
thereof) shall not be counted in determining the number of shares available for
future awards under the Plan. The shares of Stock hereunder may consist of
authorized but unissued shares or treasury shares. No more than 1,250,000
shares of Stock shall be available for distribution under the Plan to any single
individual with respect to any Stock Options awarded hereunder, and no single
individual shall be granted Stock Appreciation Rights hereunder related to more
than 1,250,000 shares of Stock. The exercise of a Stock Appreciation Right for
cash or the payment of any other award in cash shall not count against either of
these share limits, nor shall it count against the aggregate share limit for the
Plan described in this Section 4.1, except as may otherwise be provided under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the treasury regulations thereunder. Shares of Stock reserved and available
for distribution under the Plan shall further be subject to adjustment as
provided below.
4.2 To the extent an option is surrendered, canceled or terminated
without having been exercised, or an award is surrendered, canceled or
terminated without the employee having received payment of the award, or shares
awarded are surrendered, canceled, repurchased at less than fair market value or
forfeited, the shares subject to such award shall again be available for
distribution in connection with future awards under the Plan. Notwithstanding
the foregoing, surrender, cancellation, termination or forfeiture of an option,
award or issuance of shares shall
Page 13 of 23
<PAGE>
not be disregarded for purposes of applying the individual limit on available
shares described in Section 4.1 with respect to any individual with respect to
whom the provisions of Section 162(m) of the Code apply. At no time will the
overall number of shares issued under the Plan plus the number of shares covered
by outstanding awards under the Plan exceed the aggregate number of shares
authorized under the Plan. At no time will the number of shares issued under the
Plan to any individual plus the number of shares covered by a previous award to
such individual under the Plan, whether or not outstanding, exceed the number of
shares authorized under this restatement of the Plan for a single individual.
4.3 In the event of any merger, reorganization, consolidation, sale
of substantially all assets, recapitalization, Stock dividend, Stock split,
spin-off, split-up, split-off, distribution of assets (including cash) or other
change in corporate structure affecting the Stock, a substitution or adjustment,
as may be determined to be appropriate by the Committee in its sole discretion,
shall be made in the aggregate number of shares reserved for issuance under the
Plan, the aggregate number of shares of Stock available for distribution under
the Plan to any single individual with respect to a Stock Option awarded
hereunder, the aggregate number of shares of Stock that relate to Stock
Appreciation Rights that may be granted to any single individual hereunder, the
identity of the stock to be issued under the Plan, the number of shares subject
to outstanding awards and the amounts to be paid by employees, Bancorp or any
Related Company, as the case may be, with respect to outstanding awards.
SECTION 5 Eligibility.
-----------
Officers and other employees of Bancorp and Related Companies are
eligible to be granted awards under the Plan. A director of Bancorp or a
Related Company who is not also an employee of Bancorp or a Related Company will
not be eligible to be granted awards under the Plan. The participants under the
Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible.
SECTION 6 Stock Options.
-------------
6.1 The Stock Options awarded under the Plan may be of two types; (i)
Incentive Stock Options within the meaning of Section 422 of the Code or any
successor provision thereto; and (ii) Non-Qualified Stock Options. To the extent
that any Stock Option does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option.
6.2 Subject to the following provisions, Stock Options awarded under
the Plan shall be in such form and shall have such terms and conditions as the
Committee may determine:
(a) Option Price. The option price per share of Stock purchasable
------------
under a Stock Option shall be determined by the Committee;
provided, however, that with respect to persons subject to
Section 16 of the Securities Exchange Act of 1934, the option
price shall not be less than 50% of the
Page 14 of 23
<PAGE>
fair market value of the Stock on the date of the award of the
Stock Option.
(b) Option Term. The term of each Stock Option shall be determined
-----------
by the Committee.
(c) Exercisability. Stock Options shall be exercisable at such
--------------
time or times and subject to such terms and conditions as shall
be determined by the Committee. If the Committee provides that
any Stock Option is exercisable only in installments, the
Committee may waive such installment exercise provisions at any
time in whole or in part.
(d) Method of Exercise. Stock Options may be exercised in whole or
------------------
in part at any time during the option period by giving written
notice of exercise to the Bank specifying the number of shares to
be purchased, accompanied by payment of the purchase price.
Payment of the purchase price shall be made in such manner as the
Committee may provide in the award, which may include cash
(including cash equivalents), delivery of shares of Stock already
owned by the optionee or subject to awards hereunder, any other
manner permitted by law as determined by the Committee, or any
combination of the foregoing. The Committee may provide that all
or part of the shares received upon the exercise of a Stock
Option which are paid for using Restricted Stock or Deferred
Stock shall be restricted or deferred in accordance with the
original terms of the Restricted Stock or Deferred Stock so used.
(e) No Stockholder Rights. An optionee shall have neither rights to
---------------------
dividends (other than amounts credited in accordance with Section
3.2(g)) nor other rights of a stockholder with respect to shares
subject to a Stock Option until the optionee has given written
notice of exercise and has paid for such shares.
(f) Surrender Rights. The Committee may provide that options may be
----------------
surrendered for cash upon any terms and conditions set by the
Committee.
(g) Non-transferability. No Stock Option shall be transferable by
-------------------
the optionee other than by will or by the laws of descent and
distribution. During the optionee's lifetime, all Stock Options
shall be exercisable only by the optionee.
(h) Termination of Employment. If an optionee's employment with
-------------------------
Bancorp or a Related Company terminates by reason of death,
disability, retirement, voluntary or involuntary termination or
otherwise, the Stock Option shall be exercisable to the extent
determined by the Committee. The Committee
Page 15 of 23
<PAGE>
may provide that, notwithstanding the option term determined
pursuant to Section 6.2(b), a Stock Option which is outstanding
on the date of an optionee's death shall remain outstanding for
an additional period after the date of such death.
6.3 Notwithstanding the provisions of Section 6.2, no Incentive Stock
Option shall (i) have an option price which is less than 100% of the fair market
value of the Stock on the date of the award of the Stock Option, (ii) be
exercisable more than ten years after the date such Incentive Stock Option is
awarded or (iii) be awarded more than ten years after the date of the adoption
of the restatement of the Plan effective February 29, 1996.
SECTION 7 Stock Appreciation Rights.
-------------------------
7.1 A Stock Appreciation Right shall entitle the holder thereof to
receive payment of an amount, in cash, shares of Stock or a combination thereof,
as determined by the Committee, equal in value to the excess of the fair market
value of the shares as to which the award is granted on the date of exercise
over an amount specified by the Committee. Any such award shall be in such form
and shall have such terms and conditions as the Committee may determine.
7.2 The Committee may provide that a Stock Appreciation Right may be
exercised only within the 60-day period following occurrence of a Terminating
Event (as defined in Section 15.2). The Committee may also provide that in the
event of the occurrence of a Terminating Event the amount to be paid upon the
exercise of a Stock Appreciation Right shall be based on the Terminating Event
Price (as defined in Section 15.3).
SECTION 8 Restricted Stock.
----------------
Subject to the following provisions, all awards of Restricted Stock
shall be in such form and shall have such terms and conditions as the Committee
may determine:
(a) The Restricted Stock award shall specify the number of shares of
Restricted Stock to be awarded, the price, if any, to be paid by
the recipient of the Restricted Stock (which shall in no event be
less than par value) and the date or dates on which, or the
conditions upon the satisfaction of which, the Restricted Stock
will vest. The vesting of Restricted Stock may be conditioned
upon the completion of a specified period of service with Bancorp
or a Related Company, upon the attainment of specified
performance goals or upon such other criteria as the Committee
may determine.
(b) Stock certificates representing the Restricted Stock awarded to
an employee shall be registered in the employee's name, but the
Committee may direct that such certificates be held by Bancorp on
behalf of the
Page 16 of 23
<PAGE>
employee. Except as may be permitted by the Committee, no share
of Restricted Stock may be sold, transferred, assigned, pledged
or otherwise encumbered by the employee until such share has
vested in accordance with the terms of the Restricted Stock
award. At the time Restricted Stock vests, a certificate for such
vested shares shall be delivered to the employee (or his or her
designated beneficiary in the event of death), free of all
restrictions.
(c) The Committee may provide that the employee shall have the right
to vote or receive dividends on Restricted Stock. The Committee
may provide that Stock received as a dividend on, or in
connection with a stock split of, Restricted Stock shall be
subject to the same restrictions as the Restricted Stock.
(d) Except as may be provided by the Committee, in the event of an
employee's termination of employment before all of his or her
Restricted Stock has vested, or in the event any conditions to
the vesting of Restricted Stock have not been satisfied prior to
any deadline for the satisfaction of such conditions set forth in
the award, the shares of Restricted Stock which have not vested
shall be forfeited, and the Committee shall provide that (i) the
purchase price paid by the employee with respect to such shares
shall be returned to the employee or (ii) a cash payment equal to
such Restricted Stock's fair market value on the date of
forfeiture, if lower, shall be paid to the employee.
(e) The Committee may waive, in whole or in part, any or all of the
conditions to receipt of, or restrictions with respect to, any or
all of the employee's Restricted Stock.
SECTION 9 Deferred Stock Awards.
---------------------
Subject to the following provisions, all awards of Deferred Stock
shall be in such form and shall have such terms and conditions as the Committee
may determine:
(a) The Deferred Stock award shall specify the number of shares of
Deferred Stock to be awarded to any employee and the duration or
the period (the "Deferred Period") during which, and the
conditions under which, receipt of the Stock will be deferred.
The Committee may condition the award of Deferred Stock, or
receipt of Stock or cash at the end of the Deferral Period, upon
the attainment of specified performance goals or such other
criteria as the Committee may determine.
Page 17 of 23
<PAGE>
(b) Except as may be permitted by the Committee, Deferred Stock
awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Deferral Period.
(c) At the expiration of the Deferral Period, the employee (or his or
her designated beneficiary in the event of death) shall receive
(i) certificates for the number of shares of Stock equal to the
number of shares covered by the Deferred Stock award, (ii) cash
equal to the fair market value of such Stock or (iii) a
combination of shares and cash, as the Committee may determine.
(d) Except as may be provided by the Committee, in the event of an
employee's termination of employment before the end of the
Deferral Period, his or her Deferred Stock award shall be
forfeited.
(e) The Committee may waive, in whole or in part, any or all of the
conditions to receipt of, or restrictions with respect to, Stock
or cash under a Deferred Stock award.
SECTION 10 Loans.
-----
The Committee may provide that Bancorp shall make, or arrange for, a
loan or loans to an employee with respect to the exercise of any Stock Option
awarded under the Plan, with respect to the payment of the purchase price, if
any, of any Restricted Stock awarded hereunder, or with respect to any taxes
arising from an award hereunder; provided, however, that any such loan shall be
made on terms that comply with all applicable laws and regulations and no such
loan to an employee shall be for more than the excess of the purchase or
exercise price of an award (together with the amount of any taxes arising from
such award) over the par value of any shares of Stock awarded. Subject to the
foregoing, the Committee shall have full authority to decide whether a loan will
be made hereunder and to determine the amount, term and provisions of any such
loan, including the interest rate to be charged, whether the loan will be with
or without recourse against the borrower, any security for the loan, the terms
on which the loan is to be repaid and the conditions, if any, under which the
loan may be forgiven.
SECTION 11 Tax Offset Payments.
-------------------
The Committee may provide for a Tax Offset Payment by Bancorp to the
employee in an amount specified by the Committee, which shall not exceed the
amount determined by the Committee as necessary to pay the federal, state, local
and other taxes payable with respect to any award and receipt of the Tax Offset
Payment assuming the employee is taxed at the maximum tax rate applicable to
such income. The Tax Offset Payment may be paid in cash, Stock or a combination
thereof, as determined by the Committee.
Page 18 of 23
<PAGE>
SECTION 12 Election to Defer Awards.
------------------------
The Committee may permit an employee to elect to defer receipt of an
award for a specified period or until a specified event, upon such terms as are
determined by the Committee.
SECTION 13 Tax Withholding.
---------------
13.1 Each employee shall, no later than the date as of which the
value of an award (or portion thereof) first becomes includible in the
employee's income for applicable tax purposes, pay to Bancorp, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state, local or other taxes of any kind required by law to be withheld with
respect to the award (or portion thereof). The obligation of Bancorp under the
Plan shall be conditional on such payment or arrangements, and Bancorp (and,
where applicable, any Related Company), shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the employee including, but not limited to, the right, at the direction
of the Committee, to withhold shares of Stock otherwise deliverable to the
employee with respect to any awards hereunder.
13.2 To the extent permitted by the Committee, and subject to such
terms and conditions as the Committee may provide, an employee may irrevocably
elect to have the withholding tax obligation or any additional tax obligation
with respect to any awards hereunder satisfied by (i) having Bancorp withhold
shares of Stock otherwise deliverable to the employee with respect to the award,
(ii) delivering to Bancorp shares of unrestricted Stock, or (iii) through any
combination of withheld and delivered shares of Stock, as described in (i) and
(ii).
SECTION 14 Amendments and Termination.
--------------------------
The Board or the Committee may discontinue the Plan at any time and
may amend it from time to time. No amendment or discontinuation of the Plan
shall adversely affect any award previously granted without the employee's
written consent. Amendments may be made without stockholder approval except as
required to satisfy Rule 16b-3 (or any successor rule) or other regulatory
requirements.
SECTION 15 Terminating Event.
-----------------
15.1 Unless otherwise determined by the Committee at the time of
grant or by amendment (with the holder's consent) of such grant, in the event of
the earliest of (i) the occurrence of a Terminating Event, or (ii) the
dissemination of a proxy statement soliciting proxies from stockholders of
Bancorp, by someone other than Bancorp, seeking stockholder approval of a
Terminating Event of the type described in 15.2 (a) below, or (iii) the
publication or dissemination of an announcement of action intended to result in
a Terminating Event of the type described in 15.2(b) or (c) below:
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(a) all outstanding Stock Options and all outstanding Stock
Appreciation Rights awarded under the Plan shall become fully
exercisable and vested;
(b) the restrictions and deferral limitations applicable to any
outstanding Restricted Stock and Deferred Stock awards under the
Plan shall lapse and such shares and awards shall be deemed fully
vested; and
(c) to the extent the cash payment of any award is based on the fair
market value of Stock, such fair market value shall be the
Terminating Event Price.
15.2 As used herein a "Terminating Event" shall be:
(a) the reorganization, merger or consolidation of Bancorp with one
or more corporations as a result of which the common stock of
Bancorp is exchanged for or converted into cash or property or
securities not issued by Bancorp, whether or not the
reorganization, merger or consolidation shall have been
affirmatively recommended to Bancorp's stockholders by a majority
of the members of the Board;
(b) the acquisition of substantially all of the property or of more
than 35% of the voting power of Bancorp by any person or entity;
or
(c) the occurrence of any circumstance having the effect that
directors who were nominated for election as directors by the
Nominating Committee of the Board shall cease to constitute a
majority of the authorized number of directors of Bancorp.
15.3 "Terminating Event Price" means the highest price per share paid
for the Stock in any transaction reported on the New York Stock Exchange
Composite Index, or paid or offered for the Stock in any transaction related to
a Terminating Event, at any time during the 90-day period ending with the day on
which the Terminating Event occurs, or, if a shorter period, at any time during
the period commencing with the date of grant and ending with the day on which
the Terminating Event occurs. Notwithstanding the foregoing sentence, in the
case of Stock Appreciation Rights granted in tandem with Incentive Stock
Options, the Terminating Event Price shall be the highest price paid for the
Stock on the date on which the Stock Appreciation Right is exercised.
SECTION 16 General Provisions.
------------------
16.1 Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body or (iii) an agreement by the
recipient of an award with respect to the disposition of Stock is necessary or
desirable (in connection with
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<PAGE>
any requirement or interpretation of any federal or state securities law, rule
or regulation) as a condition of, or in connection with, the granting of such
award or the issuance, purchase or delivery of Stock thereunder, such award
shall not be granted or exercised, in whole or in part, unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.
16.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements. Neither the adoption of
the Plan nor any award hereunder shall confer upon any employee of Bancorp or of
a Related Company, any right to continued employment.
16.3 Determinations by the Committee under the Plan relating to the
form, amount and terms and conditions of awards need not be uniform, and may be
made selectively among persons who receive or are eligible to receive awards
under the Plan, whether or not such persons are similarly situated.
16.4 No member of the Board or the Committee, nor any officer or
employee of Bancorp or a Related Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination or
interpretation taken or made with respect to the Plan, and all members of the
Board or the Committee and all officers or employees of Bancorp and Related
Companies acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by Bancorp in respect of any such action,
determination or interpretation.
SECTION 17 Effective Date and Duration.
---------------------------
The Plan, as amended and restated herein, shall be effective on
February 29, 1996, subject, to the extent required by law, to approval by
Bancorp's stockholders. No awards of Stock Options, Stock Appreciation Rights,
Restricted Stock or Deferred Stock shall be made under the Plan, as amended and
restated herein, after February 24, 2004.
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<PAGE>
Exhibit 5.1
-----------
May 24, 1996
Dime Bancorp, Inc.
589 Fifth Avenue
New York, NY 10017
Dear Sirs:
As set forth in the Registration Statement on Form S-8 ("Registration
Statement") proposed to be filed by Dime Bancorp, Inc. ("Company") on May 24,
1996 under the Securities Act of 1933, as amended, relating to 1,500,000 shares
(the "Shares") of Common Stock, par value $.01 per share, of the Company to be
issued pursuant to the Dime Bancorp, Inc. 1991 Stock Incentive Plan (the
"Plan"), certain legal matters in connection with the Shares offered pursuant to
the Plan are being passed upon for the Company by this firm. At your request,
this opinion of counsel is being furnished to you for filing with the
Registration Statement.
In our capacity as counsel in this connection, we have familiarized
ourselves with the Amended and Restated Certificate of Incorporation and Bylaws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified, of the Plan, corporate records of the
Company, certificates of public officials and representatives of the Company,
statutes and other instruments and documents as the basis for the opinions
hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the Shares,
when issued and sold pursuant to the provisions of the Plan for a consideration
at least equal to the par value of the Shares, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to filing of this opinion letter with the
Registration Statement.
PATTERSON, BELKNAP, WEBB & TYLER LLP
/s/ Douglas E. Barzelay
------------------------
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<PAGE>
Exhibit 23.2
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors of
Dime Bancorp, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Dime Bancorp, Inc. (Dime) (registering common stock to be issued
under the Dime Bancorp, Inc. 1991 Stock Incentive Plan) of our report dated
January 26, 1996 relating to our audit of the consolidated statements of
financial condition of Dime Bancorp, Inc. and subsidiaries as of December 31,
1995 and 1994, 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, 1995, which report is incorporated by reference in the
December 31, 1995 Annual Report on Form 10-K of Dime, as amended on Form 10-K/A
No. 1 filed by Dime on May 15, 1996. Our report included an explanatory
paragraph that described a change in accounting principle and adoption of new
accounting principles, as discussed in the notes to those statements.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
New York, New York
May 24, 1996
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