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As filed with the Securities and Exchange Commission on March 26,1999
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)
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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)
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DIME BANCORP, INC. PRIDE SHARES PROGRAM
(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
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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
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Common Stock,
par value $0.01
per share 975,000 $23.5938 $23,003,955.00 $6,395.10
- ---------------------------------------------------------------------------------------------
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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 23, 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. Pride Shares Program.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Registration Statement also covers the shares of Common Stock previously
registered under Registration Statement No. 333-26777.
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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.
333-26777 as filed with the Commission on May 9, 1997;
(iii) The Company's Annual Report on Form 10-K and Amended Annual
Report on Form 10-K/A-1 for the year ended December 31, 1997;
(iv) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998; and
(v) The Company's Current Reports on Form 8-K as filed with the
Commission on December 16, 1998, January 21, 1999 and January 28, 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.
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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 26th day of
March, 1999.
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 26, 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. Pride
Shares Program (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.
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Signature Title
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Chief Executive Officer, President, Chief
/s/ Lawrence J. Toal Operating Officer and Chairman of the
------------------------- Board (Principal Executive Officer)
Lawrence J. Toal
/s/ Derrick D. Cephas A Director
-------------------------
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
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/s/ James M. Large, Jr. A Director
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James M. Large, Jr.
/s/ Virginia M. Kopp A Director
-------------------------
Virginia M. Kopp
/s/ Fred B. Koons A Director
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Fred B. Koons
/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
-------------------------
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
-------------------------
Anthony R. Burriesci
/s/ John F. Kennedy Controller
-------------------------
John F. Kennedy
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<PAGE> 5
EXHIBIT INDEX
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Sequentially
Numbered
Exhibit No. Page
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5.1 Opinion of counsel regarding the Legality of the
Common Stock Being Registered by the Company....................... 5
23.1 Consent of Counsel
(included in the Opinion of Counsel)............................... 5
23.2 Consent of KPMG LLP................................................ 7
24.1 Power of Attorney
(included in the Signature Page of this
Registration Statement)
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<PAGE> 1
Exhibit 5.1
[PATTERSON, BELKNAP, WEBB & TYLER LLP LETTERHEAD]
March 26, 1999
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 26, 1999 under the Securities Act of 1933, as amended, relating to
975,000 shares (the "Shares") of common stock, par value $.01 per share, of the
Company to be issued pursuant to the Dime Bancorp, Inc. Pride Shares Program
(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.
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March 26, 1999
Page 2
We hereby consent to the filing of this opinion letter with the
Registration Statement.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Douglas E. Barzelay
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Douglas E. Barzelay
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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.,
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 LLP
New York, New York
March 26, 1999
