<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998
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)
<TABLE>
<S> <C>
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)
</TABLE>
DIME BANCORP, INC. STOCK INCENTIVE PLAN AND
DIME BANCORP, INC. 1991 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>
============================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE* OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01
per share................. 5,000,000 $29.72 $148,600,000 $43,837.00
============================================================================================================
</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 Stock of the Company as
reported on the New York Stock Exchange on April 29, 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. 1991 Stock
Incentive Plan.
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 Nos. 33-88552 and 333-04477.
================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN 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 Registration Statement on Form S-8 No. 33-88552 as
filed with the Commission on January 18, 1995;
(iii) The Company's Registration Statement on Form S-8 No. 333-04477
as filed with the Commission on May 24, 1996; and
(iv) The Company's Annual Report on Form 10-K for the year ended
December 31, 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.
<PAGE> 3
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 6th day of
May, 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 May 6, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ LAWRENCE J. TOAL Chief Executive Officer, President, Chief
- --------------------------------------------------- Operating Officer and Chairman of the Board
Lawrence J. Toal (Principal Executive Officer)
/s/ JAMES M. LARGE, JR. A Director
- ---------------------------------------------------
James M. Large, Jr.
/s/ DERRICK D. CEPHAS A Director
- ---------------------------------------------------
Derrick D. Cephas
/s/ FREDERICK C. CHEN A Director
- ---------------------------------------------------
Frederick C. Chen
/s/ J. BARCLAY COLLINS II A Director
- ---------------------------------------------------
J. Barclay Collins II
/s/ RICHARD W. DALRYMPLE A Director
- ---------------------------------------------------
Richard W. Dalrymple
/s/ JAMES F. FULTON A Director
- ---------------------------------------------------
James F. Fulton
/s/ VIRGINIA M. KOPP A Director
- ---------------------------------------------------
Virginia M. Kopp
/s/ JOHN MORNING A Director
- ---------------------------------------------------
John Morning
/s/ MARGARET G. OSMER-MCQUADE A Director
- ---------------------------------------------------
Margaret G. Osmer-McQuade
/s/ SALLY HERNANDEZ-PINERO A Director
- ---------------------------------------------------
Sally Hernandez-Pinero
/s/ DR. PAUL A. QUALBEN A Director
- ---------------------------------------------------
Dr. Paul A. Qualben
/s/ EUGENE G. SCHULZ, JR. A Director
- ---------------------------------------------------
Eugene G. Schulz, Jr.
/s/ HOWARD SMITH A Director
- ---------------------------------------------------
Howard Smith
/s/ DR. NORMAN R. SMITH A Director
- ---------------------------------------------------
Dr. Norman R. Smith
/s/ IRA T. WENDER A Director
- ---------------------------------------------------
Ira T. Wender
/s/ ANTHONY R. BURRIESCI Chief Financial Officer
- ---------------------------------------------------
Anthony R. Burriesci
/s/ HAROLD E. REYNOLDS Controller
- ---------------------------------------------------
Harold E. Reynolds
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. PAGE
- ----------- ------------
<S> <C> <C>
4.1 Copies of Amendments to the Dime Bancorp, Inc. 1991 Stock
incentive Plan, effective as of October 1, 1996, September
19, 1997 and March 27, 1997................................. 5
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company....................... 13
23.1 Consent of Counsel (included in Exhibit 5.1)................ 13
23.2 Consent of KPMG Peat Marwick LLP............................ 15
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMENDMENT TO THE
DIME BANCORP, INC. 1991 STOCK INCENTIVE PLAN
(As amended and restated effective February 29, 1996)
Effective as of October 1, 1996
1. The first sentence of Section 3.1 of the Plan is amended to read as
follows:
"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"); provided, however, to the extent determined necessary to
satisfy the requirements for exemption from Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Act"), with respect to the acquisition or
disposition of securities granted or awarded hereunder, action by the Committee
may be by a committee composed solely of two or more "non-employee directors,"
within the meaning of Rule 16b-3 as promulgated under Section 16(b) of the Act,
appointed by the Board or by the Compensation Committee of the Board."
2. Section 3 of the Plan is amended to add at the end thereof a new
Section 3.5 as follows:
"3.5 Notwithstanding anything in the Plan to the contrary, and to the
extent determined to be necessary to satisfy an exemption under Rule 16b-3 with
respect to the grant of an award hereunder (and, as applicable, with respect to
the disposition to Bancorp of a security acquired pursuant to an award
hereunder), or as otherwise determined advisable by the Committee, the terms of
the grant of awards under the Plan shall be subject to the prior approval of the
Board. Any prior approval of the Board, as provided in the preceding sentence,
shall not
<PAGE> 2
otherwise limit or restrict the authority of the Committee to grant awards under
the Plan, including, but not limited to, the authority of the Committee to grant
awards qualifying for the special performance-based compensation exemption under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the treasury regulations thereunder."
3. The second sentence of Section 13.1 of the Plan is amended to read as
follows:
"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.
<PAGE> 3
Amendment
to the
Dime Bancorp, Inc.
1991 Stock Incentive Plan
Effective September 19, 1997
1. Section 7.2 of the Plan is amended to add a new sentence at the end
thereof to read as follows:
" Notwithstanding anything in the Plan to the contrary, following a
Change in Control (as defined in Section 15.4), a Stock Appreciation
Right shall be exercisable during the same period and shall be subject
to the same terms and conditions (including the use of the Terminating
Event Price (as defined in Section 15.3) in determining the amount to
be paid upon the exercise of the Stock Appreciation Right following the
Change in Control) that would otherwise apply to the Stock Appreciation
Right had a Terminating Event (as defined in Section 15.2) occurred at
the same time as the Change in Control."
2. The heading of Section 15 of the Plan is amended to read as follows:
"15. Terminating Event and Change in Control."
3. Clauses (ii) and (iii) of Section 15.1 of the Plan are redesignated
as clauses (iii) and (iv), respectively, and a new clause (ii) immediately after
clause (i) of such Section is added to read as follows:
"(ii) the occurrence of a Change in Control (as defined in Section
15.4), or"
4. Section 15.1 of the Plan is amended to add at the end of clause (iv)
(as redesignated) and prior to the colon the following:
", and solely with respect to awards held by an individual in service
with Bancorp or a Related Company at the time of any such event
described in (i) through (iv) above"
5. Section 15.3 of the Plan is amended to read as follows:
"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 or, as applicable, a Change
in Control (as defined in Section 15.4), at any
<PAGE> 4
2
time during the 90-day period ending with the day on which the
Terminating Event or Change in Control 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 or Change in Control
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."
6.. Section 15 of the Plan is amended to add a new Section 15.4 to read
as follows:
"15.4 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 of
Directors of Bancorp 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 of Directors of Bancorp 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;
(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
<PAGE> 5
3
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 Dime Savings Bank of New York, FSB (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;
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time; "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
<PAGE> 6
4
Exchange Act, as modified and used in Sections 13(d) 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."
<PAGE> 7
AMENDMENT TO THE DIME BANCORP, INC.
1991 STOCK INCENTIVE PLAN
EFFECTIVE AS OF MARCH 27, 1998
The Dime Bancorp, Inc. 1991 Stock Incentive Plan (the "Plan") is hereby
amended in the following particulars:
1. The first sentence of Section 4.1 of the Plan is hereby amended to
read as follows:
"The total number of shares Stock reserved and available for
distribution under the Plan shall be 9,232,605, 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 February 29, 1996, 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 February 29, 1996; 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
February 29, 1996, 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."
2. Section 4.1 of the Plan is hereby amended to add at the end thereof
a new sentence to read as follows:
"Notwithstanding the limitation described in the first sentence of this
Section 4.1, grants of rights to purchase Restricted Stock under the
Plan shall be limited so that the sum of (i) the number of shares of
Restricted Stock that are outstanding as of April 30, 1998 (but that
have not thereafter been forfeited or repurchased) and (ii) the number
of shares of Restricted Stock made available after such date for
purchase under the Plan or under any other stock incentive plans
maintained by Bancorp or any of its subsidiaries shall not exceed 2% of
the total number of shares of Stock that are outstanding (inclusive of
shares of Restricted Stock otherwise then
<PAGE> 8
2
outstanding) at the time the grant of the right to purchase the
Restricted Stock is made."
3. Section 4.3 of the Plan is hereby amended to read as follows:
"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 a
single individual hereunder, the identity of the stock or other
securities 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."
4. Section 17 of the Plan is amended in its entirety to read as
follows:
"Section 17. Effective Date and Duration. The Plan, as
amended, shall be effective as of March 27, 1998, 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, after March
26, 2008."
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF PATTERSON, BELKNAP, WEBB & TYLER LLP]
1133 Avenue of the Americas
New York, NY 10036-6710
212-336-2000
May 6, 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 May 6,
1998 under the Securities Act of 1933, as amended, relating to 5,000,000 shares
(the "Shares") of common stock, par value $.01 per share, of the Company to be
issued pursuant to the Dime Bancorp, Inc. Stock Incentive Plan and Dime Bancorp,
Inc. 1991 Stock Incentive Plan (collectively, 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. 212-336-2222
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.
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 19, 1998, 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. Stock
Incentive Plan and the Dime Bancorp, Inc. 1991 Stock Incentive Plan) relating to
our audit of the consolidated statements of financial condition of Dime Bancorp,
Inc. and subsidiaries as of December 31, 1997 and 1996, 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, 1997.
/s/ KPMG PEAT MARWICK LLP
New York, New York
May 6, 1998
