<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 1998
Registration No. ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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. 1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JAMES E. KELLY, ESQ.
General Counsel
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 securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per aggregate offering price fee
share*
<S> <C>
common stock, par 300,000 $29.75 $8,925,000 $2,632.88
value $.01 per share
</TABLE>
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* 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
Stock of the Company as reported on the New York Stock Exchange on
March 10, 1998, 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. 1997 Stock Incentive Plan.
<PAGE> 2
DIME BANCORP, INC. 1997 STOCK INCENTIVE PLAN
Cross-Reference Sheet
Location in Prospectus of Items on Form S-8 Pursuant to Rule 404 of the
Securities Act of 1933, as Amended
Part I
Item No. Location in Prospectus
Item 1. (a)
(1) Cover page; The Plan
(2) Cover page; The Plan
(3) The Plan
(4) The Plan
(b)
(1) Cover page; The Plan
(2) *
(c) Cover page; The Plan
(d)
(1) The Plan
(2) The Plan
(3) The Plan
(4) *
(5) The Plan
(6) The Plan
(e) Cover page; The Plan
(f) The Plan
(g) The Plan
(h)
(1) The Plan
(2) The Plan
(3) *
(i) The Plan
(j)
(1) The Plan
(2) The Plan
(3) *
Item 2. The Plan; Incorporation of Certain Documents by Reference; Available
Information
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Part II Page
Item No. No.
Item 3. (a) Incorporation of Documents by Reference
(b) Incorporation of Documents by Reference
(c) Incorporation of Documents by Reference
Item 4. *
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. *
Item 8. Exhibits
(a) Exhibits
(b) *
Item 9. Undertakings
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* Not applicable
ii
<PAGE> 4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 300,000
shares of common stock, par value $.01 per share (the "Common Stock"), of Dime
Bancorp, Inc. (the "Company"), to be offered or sold pursuant to the Dime
Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan").
The documents containing the information about the Plan specified in
Part I of Form S-8 will be sent or given to eligible and/or participating
employees of the Company as specified by Rule 428(b)(1) of Regulation C under
the Securities Act of 1933, as amended (the "Securities Act"), and such
documents taken together with the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8 shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company shall provide a written statement to participants in the
Plan advising them of the availability, without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, the documents which are incorporated by reference into
the Section 10(a) Prospectus, and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference:
(i) The Company's Registration Statement on Form 8-A as filed
with the Commission on January 10, 1995, which includes a description of the
Common Stock;
(ii) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
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2
(iii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; and
(iv) The Company's Current Reports on Form 8-K filed with the
Commission on April 23 and 25, 1997, May 10, 1997, June 16, 23 and 27, 1997,
July 25, 1997 and October 30, 1997.
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 (the "Exchange Act"), prior to the filing of any post-effective
amendment which indicates that all stock offered has been sold or which
deregisters 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Ira T. Wender is a director of The Dime Savings Bank of New York, FSB
("Dime Savings Bank") and the Company. Mr. Wender is the sole owner of Ira T.
Wender, P.C., which, commencing January 1, 1994, became Of Counsel to Patterson,
Belknap, Webb & Tyler LLP. During that period, the firm represented Dime Savings
Bank and the Company in certain legal matters. Fees paid to the firm in
connection with such representation for the years 1995, 1996 and 1997 were
$1,636,723, $1,164,875 and $2,036,957 respectively. The Company has retained the
firm to perform legal services during 1998. The firm will give an opinion on the
validity of the securities being registered.
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3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Company
(the "Certificate") contains provisions expressly permitted under Delaware law
that limit certain types of causes of action that can be maintained by a
corporation (or by stockholders on behalf of the corporation) against its
directors. Accordingly, in any action by the Company or its stockholders against
the directors of the Company, the directors will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
directors, except for (a) any breach of the directors' duty of loyalty to the
Company or its stockholders, (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) improper
dividends or distributions or (d) transactions involving improper personal
benefit.
The Certificate provides indemnification rights to any person who is
made or threatened to be made a party to any action (other than an action by or
in the right of the Company) by reason of the fact that such person has served
as a director or officer of the Company (or of any other entity, including Dime
Savings Bank, at the request of the Company) with respect to costs, expenses,
judgments, fines and amounts paid in settlement. Subject to applicable banking
laws and regulations, these indemnification provisions apply if such person
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the Company and, with respect to a
criminal action, if such person had no reasonable cause to believe that his or
her conduct was unlawful. The persons described in the preceding sentence are
entitled to indemnification rights in an action by or in the right of the
Company with respect to costs, expenses and amounts paid in settlement, subject
to the same standards, except where there is an adjudication of liability (in
which case indemnification is permitted only upon a court determination that
indemnification is, in view of all the circumstances, fair and reasonable). The
Certificate also provides for the Company to advance expenses of litigation
described in this paragraph on an on-going basis.
Under the Certificate, indemnification of the costs and expenses of
defending any action is required to be made to any director or officer who is
successful (on the merits or otherwise) in defending the action. Furthermore,
indemnification also is required to be made with respect to all amounts referred
to in the preceding paragraph, unless a determination is made by a majority of
disinterested directors (or if the
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4
disinterested directors so requested, or if a quorum of disinterested directors
does not exist, by independent counsel or by the stockholders) that
indemnification is not proper because the director or officer has not met the
applicable standard of conduct.
The Certificate also permits (but does not require) the Company to
indemnify and advance expenses to its non-officer employees and agents in
connection with any civil, criminal, administrative or investigative actions,
suits or proceedings.
The Certificate also provides that if the Delaware General Corporation
Law is amended to expand the permitted indemnification of directors and
officers, then the Company will indemnify directors and officers to the fullest
extent permitted by such amendment.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, employees and agents of the Company
pursuant to Delaware law, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer, employee or agent of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, employee
or agent in connection with the securities being registered, the Company 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 of 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.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of
July 6, 1994, by and between the Company and Anchor Bancorp, Inc. ("Anchor"), as
amended, the Company will also indemnify each present and former director and
officer of Anchor, the Company and their respective subsidiaries against certain
actions. In addition, pursuant to the terms of the Agreement and Plan of
Combination, dated as of June 22, 1997, by and among North American Mortgage
Company ("North American"), the Company, The Dime Savings Bank of New York, FSB,
and 47th Street Property Corporation, as amended and restated
<PAGE> 8
5
as of July 31, 1997, the Company will also indemnify each present and former
director and officer of North American and its subsidiaries against certain
actions.
The Company will not be permitted to prepay (which would include the
direct or indirect transfer of any funds or assets and any segregation thereof
for the purpose of making, or pursuant to any agreement to make, any payment
thereafter) any legal expenses or amounts of, or costs incurred in connection
with, any settlement of, or judgment or penalty with respect to, any claim,
proceeding or action, if made in contemplation of, or after, any insolvency of
the Company or Dime Savings Bank or with a view to, or having the result of,
preventing the proper application of the assets of Dime Savings Bank to
creditors or preferring one creditor over another. Further, the Federal Deposit
Insurance Corporation (the "FDIC") is authorized by statute to prohibit or
limit, by regulation or order, both the Company and Dime Savings Bank from
indemnifying officers, directors and employees for liability or legal expense
with regard to any administrative proceeding or civil action by the appropriate
banking agency which results in a final order pursuant to which such person is
assessed a civil money penalty, is removed or prohibited from participating in
the conduct of the affairs of the institution or is required to cease and desist
or take affirmative action ordered by the agency. The FDIC has issued
regulations that implement this statutory authority.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
4.1 Copy of the Dime Bancorp, Inc. 1997 Stock Incentive Plan
5.1 Opinion of Counsel regarding the Legality of the Common Stock
Being Registered by the Company
23.1 Consent of Counsel (included in Opinion of Counsel)
23.2 Consent of KPMG Peat Marwick LLP
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The Registrant hereby undertakes:
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6
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 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 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 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
<PAGE> 10
7
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 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 Exchange Act; 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) Indemnification. 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 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 17th day of
March, 1998.
DIME BANCORP, INC.
(Registrant)
By: /s/ Lawrence J. Toal
----------------------------------
Lawrence J. Toal
Chief Executive Officer, President
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities as of March 17, 1998.
Signature Title
/s/ Lawrence J. Toal Chief Executive Officer,
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Lawrence J. Toal President, Chief Operating
Officer and a Director (Principal
Executive Officer)
/s/James M. Large, Jr.
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James M. Large, Jr. Chairman of the Board
/s/ Derrick D. Cephas A Director
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Derrick D. Cephas
/s/ Frederick C. Chen A Director
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Frederick C. Chen
/s/ J. Barclay Collins II A Director
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J. Barclay Collins II
/s/ Richard W. Dalrymple A Director
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Richard W. Dalrymple
/s/ James F. Fulton A Director
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James F. Fulton
/s/ Virginia M. Kopp A Director
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Virginia M. Kopp
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/s/ John Morning A Director
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John Morning
/s/ Margaret Osmer-McQuade A Director
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Margaret Osmer-McQuade
/s/ Sally Hernandez-Pinero A Director
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Sally Hernandez-Pinero
/s/ Dr. Paul A. Qualben A Director
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Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. A Director
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Eugene G. Schulz, Jr.
/s/ Howard Smith A Director
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Howard Smith
/s/ Dr. Norman R. Smith A Director
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Dr. Norman R. Smith
/s/ Ira T. Wender A Director
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Ira T. Wender
/s/ Anthony R. Burriesci Chief Financial Officer
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Anthony R. Burriesci
/s/ Harold E. Reynolds Controller
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Harold E. Reynolds
<PAGE> 13
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
4.1 Copy of the Dime Bancorp, Inc.
1997 Stock Incentive Plan................................
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company....................
23.1 Consent of Counsel (included in Exhibit 5.1).............
23.2 Consent of KPMG Peat Marwick LLP.........................
<PAGE> 1
Exhibit 4.1
DIME BANCORP, INC.
1997 STOCK INCENTIVE PLAN
SECTION 1. Purpose.
The purpose of the Dime Bancorp, Inc. 1997 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. It
is intended that the Plan be designed and its terms be administered and
interpreted so that the approval of the stockholders of Bancorp is not required
for the Plan's implementation and administration under applicable rules of the
New York Stock Exchange or other applicable laws, rules, or regulations.
SECTION 2. Types of Awards.
Awards under the Plan will be in the form of options ("Stock Options")
to purchase shares of common stock of Bancorp, par value $.01 per share
("Stock").
SECTION 3. Administration.
3.1 The Plan shall be administered by the Compensation Committee of
Bancorp's Board of Directors or such other committee appointed either by the
Board of Directors of Bancorp (the "Board") or by such Compensation Committee
(the "Committee"), or as applicable, one or more delegatees of the Committee,
which shall initially be the Chief Executive Officer of Bancorp (the Committee
and/or its delegatees being hereafter referred to as the "Administrator").
3.2 The Administrator 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
Administrator shall have the authority:
(a) to determine whether and to what extent any award will be
granted hereunder;
(b) to select the employees to whom awards will be granted;
<PAGE> 2
(c) to determine the number of shares of 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 Administrator 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 that amounts equal to the amount of any dividends
declared with respect to the number of shares covered by an
award (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;
(g) 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
(h) 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 Administrator pursuant to the
provisions of the Plan shall be final and binding on all persons, including
Bancorp and Plan participants.
3.4 The Administrator may from time to time delegate to one or more
officers of Bancorp or any Related Company any or all of the authorities granted
to the Administrator hereunder, except for the authority to make awards
hereunder and to amend the Plan.
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 300,000. The shares of Stock hereunder may
consist of authorized but unissued shares or treasury shares. 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 a Stock Option is surrendered, canceled or terminated
without having been exercised, the shares subject to such Stock Option shall
again be available for distribution in connection with future awards under the
Plan. At no time will the overall number
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<PAGE> 3
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.
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 Administrator, in the sole
discretion of the Administrator, shall be made in the aggregate number of shares
reserved for issuance under the Plan, 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 with respect to outstanding awards.
SECTION 5. Eligibility.
Officers and other employees of Bancorp and Related Companies, other
than employees who are subject to the reporting and short-swing profit recapture
provisions of Section 16 of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act"), and executive vice presidents of Bancorp, The
Dime Savings Bank of New York, FSB (the "Bank"), and North American Mortgage
Company, are eligible to be granted awards under the Plan, as determined from
time to time by the Administrator. Directors of Bancorp or a Related Company
(except for directors of a Related Company who are also employees of Bancorp or
a Related Company and who are not otherwise excluded from eligibility to
participate in the Plan) 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
Administrator, in the sole discretion of the Administrator, from among those
eligible.
SECTION 6. Stock Options.
6.1 The type of Stock Options awarded under the Plan will consist of
options that do not qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor provision thereto ("Non-Qualified Stock Options").
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
Administrator may determine:
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be equal to the closing price of
the Stock on the New York Stock Exchange on the date the Stock
Option is granted.
(b) Option Term. The term of each Stock Option shall be determined
by the Administrator.
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<PAGE> 4
(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 Administrator. If the Administrator
provides that any Stock Option is exercisable only in
installments, the Administrator 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 Bancorp 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 Administrator may provide in the award, which may include
cash (including cash equivalents), delivery of shares of Stock
already owned by the optionee for at least six months, any
other manner permitted by law as determined by the
Administrator, or any combination of the foregoing. The
Administrator may provide that all or part of the shares
received upon the exercise of a Stock Option that 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. Unless determined otherwise by the
Administrator, an optionee shall have neither rights to
dividends (other than amounts credited in accordance with
Section 3.2(f)) nor other rights of holders of Stock with
respect to shares of Stock subject to a Stock Option until the
optionee has given written notice of exercise and has paid for
such shares.
(f) Surrender Rights. The Administrator may provide that Stock
Options may be surrendered for cash upon any terms and
conditions set by the Administrator.
(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 Administrator. The Administrator may
provide that, notwithstanding the option term determined
pursuant to Section 6.2(b), a Stock Option that is outstanding
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<PAGE> 5
on the date of an optionee's death shall remain outstanding
for an additional period after the date of such death.
SECTION 7. Tax Withholding.
7.1 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 Administrator 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 to withhold shares of Stock
otherwise deliverable to the employee with respect to any awards hereunder.
7.2 To the extent permitted by the Administrator, and subject to such
terms and conditions as the Administrator 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 8. Amendments and Termination.
The Board may discontinue the Plan at any time and may amend it from
time to time. In addition, the Administrator may amend the Plan from time to
time, except no such amendment may increase the number of shares of Stock
available for distribution under the Plan or change the provisions of the Plan
prescribing the option price. No amendment or discontinuation of the Plan shall
adversely affect any award previously granted without the optionee's written
consent. Amendments may be made without the approval of Bancorp's stockholders,
except as required to satisfy applicable requirements of law.
SECTION 9. Terminating Event and Change in Control.
9.1 Unless otherwise determined by the Administrator 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 (as defined in Section
9.2), (ii) the occurrence of a Change in Control (as defined in Section 9.3),
(iii) 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 9.2 (a) below, or (iv)
the publication or dissemination of an announcement of action intended to result
in a Terminating Event of the type described in 9.2(b) or (c) below, and solely
with respect to awards held by an individual in service
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with Bancorp or a Related Company at the time of any such event described in (i)
through (iv) above, all outstanding Stock Options awarded under the Plan shall
become fully exercisable and vested.
9.2 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 Stock 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 Governance and Nominating Committee
of the Board shall cease to constitute a majority of
the authorized number of directors of Bancorp.
9.3 As used herein, a "Change in Control" shall mean any
of the following events:
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Bancorp (not including in the
securities beneficially owned by such Person any securities
acquired directly from Bancorp or its Affiliates) representing
35% or more of the combined voting power of Bancorp's then
outstanding securities;
(b) the following individuals cease for any reason to
constitute a majority of the number of directors then serving
as directors of Bancorp: individuals who, on July 24, 1997,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with the settlement of an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of Bancorp) whose
appointment or election by the Board or nomination for
election by Bancorp's stockholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on July 24, 1997 or
whose appointment, election or nomination for election was
previously so approved or recommended;
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(c) there is consummated a merger or consolidation of Bancorp
or any direct or indirect subsidiary of Bancorp with any other
corporation or entity, other than (i) a merger or
consolidation which would result in the voting securities of
Bancorp outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any Parent thereof), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of Bancorp or any
subsidiary of Bancorp, at least 65% of the combined voting
power of the securities of Bancorp, such surviving entity or
any Parent thereof outstanding immediately after such merger
or consolidation or (ii) a merger or consolidation effected
solely to implement a recapitalization of Bancorp or the Bank
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of
Bancorp or the Bank (not including in the securities
beneficially owned by such Person any securities acquired
directly from Bancorp or its Affiliates) representing 35% or
more of the combined voting power of Bancorp's or the Bank's
then outstanding securities; or
(d) the stockholders of Bancorp or the Bank approve a plan of
complete liquidation or dissolution of Bancorp or the Bank,
respectively, or there is consummated a sale or disposition by
Bancorp or any of its subsidiaries of any assets which
individually or as part of a series of related transactions
constitute all or substantially all of Bancorp's consolidated
assets (provided that, for these purposes, a sale of all or
substantially all of the voting securities of the Bank or a
Parent of the Bank shall be deemed to constitute a sale of
substantially all of Bancorp's consolidated assets), other
than any such sale or disposition to an entity at least 65% of
the combined voting power of the voting securities of which
are owned by stockholders of Bancorp in substantially the same
proportions as their ownership of the voting securities of
Bancorp immediately prior to such sale or disposition.
As used in connection with the foregoing definition of Change in Control,
"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act; "Parent" shall mean any entity that
becomes the Beneficial Owner of at least 80% of the voting power of the
outstanding voting securities of Bancorp or of an entity that survives any
merger or consolidation of Bancorp or any direct or indirect subsidiary of
Bancorp; and "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d)
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and 14(d) thereof, except that such term shall not include (i) Bancorp or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of Bancorp or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(iv) a corporation or entity owned, directly or indirectly, by the stockholders
of Bancorp in substantially the same proportions as their ownership of stock of
Bancorp.
SECTION 10. General Provisions.
10.1 Each award under the Plan shall be subject to the requirement
that, if at any time the Administrator 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 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 Administrator.
10.2 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.
10.3 Determinations by the Administrator 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.
10.4 The Administrator, each officer or employee of Bancorp or a
Related Company acting on behalf of the Board or the Administrator, and each
member of the Board or the Committee shall not 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, the Administrator 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 11. Effective Date
The Plan shall be effective on November 20, 1997.
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[Patterson, Belknap, Webb & Tyler Letterhead]
EXHIBIT 5.1
March 17, 1998
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
Dear Sirs:
As set forth in the Registration Statement on Form S-8 ("Registration
Statement") proposed to be filed by Dime Bancorp, Inc. (the "Company") on March
17, 1998 under the Securities Act of 1933, as amended, relating to 300,000
shares (the "Shares") of common stock, par value $.01 per share, of the Company
to be issued pursuant to the Dime Bancorp, Inc. 1997 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 opinion
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.
<PAGE> 2
March 17, 1998
Page 2
We hereby consent to the filing of this opinion letter with the
Registration Statement.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Jeffrey E. LaGueux
Jeffrey E. LaGueux
<PAGE> 1
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Dime Bancorp, Inc.:
We consent to the use of our report dated January 27, 1997, incorporated by
reference in the Registration Statement on Form S-8 of Dime Bancorp, Inc.
(registering common stock to be issued under the Dime Bancorp, Inc. 1997 Stock
Incentive Plan), relating to our audits of the consolidated statements of
financial condition of Dime Bancorp, Inc. and subsidiaries 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 included in Dime Bancorp,
Inc.'s 1996 Annual Report on Form 10-K. Our report included an explanatory
paragraph that described a change in the method of accounting for goodwill, as
discussed in the notes to those statements.
KPMG Peat Marwick LLP
New York, New York
March 16, 1998
