<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 1999
Registration No.
------
=====================================================================
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)
<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. 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
Registered Registered Offering Price per Aggregate Offering Registration
Share* Price* Fee*
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, par
value $.01 per share 300,000 $16.5938 $4,978,140 $1,383.92
- -------------------------------------------------------------------------------------------------------------------------------
</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 September 22, 1999, 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.
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. 333-48127 and
333-64509
<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.
333-48127 as filed with the Commission on March 17, 1998;
(iii) The Company's Registration Statement on Form S-8 No.
333-64509 as filed with the Commission on September 29, 1999;
(iv) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
(v) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999; and
(vi) The Company's Current Reports on Form 8-K filed with the
Commission on January 21, 1999, January 28, 1999, April 15, 1999, April 26,
1999, May 27, 1999, September 15, 1999, September 20, 1999 and September 24,
1999 and Amendment No. 1 to the Company's Current Report on Form 8-K/A filed
with the Commission on April 19, 1999.
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.
1
<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 29th day of
September, 1999.
DIME BANCORP, INC.
(Registrant)
By: /s/ Lawrence J. Toal
-------------------------------------------------
Lawrence J. Toal
Chairman, 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 September 29, 1999. In addition, the undersigned hereby
constitute and appoint Lawrence J. Toal and James E. Kelly, or either of them
acting alone, each with the full power of substitution and resubstitution, as
his or her respective true and lawful attorney-in-fact and agent, for him or her
and in his or her name, place and stead, in any and all capacities, to execute a
Registration Statement on Form S-8 relating to the Dime Bancorp, Inc. 1997 Stock
Incentive Plan (the "Registration Statement"), and any and all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection with such Registration Statement, as fully to all intents and
purposes as he or she might or could do in person, and do hereby ratify and
confirm all that such attorney-in-fact and agent, or their respective
substitutes or resubstitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title
<S> /s/ Lawrence J. Toal <C>
- ----------------------------------------------------- Chief Executive Officer, President, Chief
Lawrence J. Toal Operating Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Derrick D. Cephas A Director
- -----------------------------------------------------
Derrick D. Cephas
/s/ Frederick C. Chen A Director
- -----------------------------------------------------
Frederick C. Chen
A Director
- -----------------------------------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple A Director
- -----------------------------------------------------
Richard W. Dalrymple
</TABLE>
2
<PAGE> 4
<TABLE>
<S> <C>
/s/ James F. Fulton A Director
- -----------------------------------------------------
James F. Fulton
/s/ Fred B. Koons A Director
- -----------------------------------------------------
Fred B. Koons
/s/ Virginia M. Kopp A Director
- -----------------------------------------------------
Virginia M. Kopp
/s/ James M. Large, Jr. A Director
- -----------------------------------------------------
James M. Large, Jr.
/s/ John Morning A Director
- -----------------------------------------------------
John Morning
/s/ Margaret Osmer-McQuade A Director
- -----------------------------------------------------
Margaret 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 (Principal Financial
- ----------------------------------------------------- Officer)
Anthony R. Burriesci
/s/ John F. Kennedy
- -----------------------------------------------------
John F. Kennedy Controller (Principal Accounting Officer)
</TABLE>
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Page
- ----------- -----------
<S> <C>
4.1 Copy of Amendment to the Dime Bancorp, Inc. 1997
Stock incentive Plan, effective as of September 24, 1999.................................... 5
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company....................................................... 6
23.1 Consent of Counsel (included in Exhibit 5.1)................................................ 6
23.2 Consent of KPMG LLP......................................................................... 8
</TABLE>
<PAGE> 1
Exhibit 4.1
Amendment to the Dime Bancorp, Inc.
1997 Stock Incentive Plan
-------------------------
Effective as of September 24, 1999
The first sentence of Section 4.1 of the Dime Bancorp, Inc. 1997
Stock Incentive Plan (the "Plan") is amended and restated to read as follows:
"The total number of shares of Stock reserved and available for
distribution under the Plan shall be 900,000."
<PAGE> 1
EXHIBIT 5.1
[PATTERSON, BELKNAP, WEBB & TYLER LLP LETTERHEAD]
September 29, 1999
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to Dime Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company under the Securities Act of 1933, as amended (the "Act"), of 300,000
shares (the "Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), pursuant to the Company's registration statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on the date hereof.
In rendering this opinion we have examined the Company's
Certificate of Incorporation and Bylaws, each as amended to date, and the
minutes of the corporate proceedings taken by the Company in connection with the
authorization of the Shares. We have also examined the originals, or copies
certified or otherwise identified to us, of the corporate records of the
Company, certificates of public officials and representatives of the Company,
and such other documents and records, and have made such investigations of law,
as we have deemed necessary for purposes of this opinion. We have assumed the
genuineness of all signatures, the conformity to the original of all copies and
the factual accuracy of all certificates submitted to us.
On the basis of the foregoing, we are of the opinion that the
Shares have been duly authorized by all necessary corporate action on the part
of the Company and when sold and delivered as contemplated by the Registration
Statement will constitute duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
<PAGE> 2
September 29, 1999
Page 2
We express no opinion as to laws other than the corporate laws of
the State of Delaware and the laws of the United States of America.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In furnishing this
opinion and giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Commission thereunder.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Jeffrey E. LaGueux
--------------------------
A Member of the Firm
<PAGE> 1
Exhibit 23.2
[LETTERHEAD OF KPMG LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dime Bancorp, Inc.:
We consent to the use of our report dated January 21, 1999, incorporated by
reference in the Registration Statement on Form S-8 of Dime Bancorp, Inc.,
relating to our audit of the consolidated statements of financial condition of
Dime Bancorp, Inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, changes in stockholders' equity, cash
flows and comprehensive income for each of the years in the three-year period
ended December 31, 1998 which report appears in the Dime Bancorp, Inc. Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ KPMG LLP
New York, New York
September 29, 1999
