<PAGE> 1
As filed with the Securities and Exchange Commission on April 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)
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. 1993 EMPLOYEE STOCK PURCHASE 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 Proposed
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Offering Registration
Registered Registered Price per Share* Price* Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01
per share 2,000,000 $23.1875 $46,375,000.00 $12,892.25
- ---------------------------------------------------------------------------------------
</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 27, 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. 1993 Employee Stock Purchase
Plan.
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. 33-88558.
<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.
33-88558 as filed with the Commission on January 18, 1995;
(iii) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998; and
(iv) The Company's Current Report on Form 8-K as filed with
the Commission on April 15, 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.
<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
April, 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 April 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. 1993
Employee Stock Purchase 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.
Signature Title
/s/ Lawrence J. Toal Chief Executive Officer, President, Chief
- ------------------------------ Operating Officer and Chairman of the
Lawrence J. Toal Board (Principal Executive Officer)
/s/ Derrick D. Cephas Director
- ------------------------------
Derrick D. Cephas
/s/ Frederick C. Chen Director
- ------------------------------
Frederick C. Chen
/s/ J. Barclay Collins II Director
- ------------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple Director
- ------------------------------
Richard W. Dalrymple
/s/James F. Fulton Director
- ------------------------------
James F. Fulton
<PAGE> 4
/s/ James M. Large, Jr. Director
- ------------------------------
James M. Large, Jr.
/s/ Virginia M. Kopp Director
- ------------------------------
Virginia M. Kopp
/s/ Fred B. Koons Director
- ------------------------------
Fred B. Koons
/s/ John Morning Director
- ------------------------------
John Morning
/s/ Margaret Osmer-McQuade Director
- ------------------------------
Margaret Osmer-McQuade
/s/ Sally Hernandez-Pinero Director
- ------------------------------
Sally Hernandez-Pinero
/s/ Dr. Paul A. Qualben Director
- ------------------------------
Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. Director
- ------------------------------
Eugene G. Schulz, Jr.
/s/ Howard Smith Director
- ------------------------------
Howard Smith
/s/ Dr. Norman R. Smith Director
- ------------------------------
Dr. Norman R. Smith
/s/ Ira T. Wender Director
- ------------------------------
Ira T. Wender
/s/ Anthony R. Burriesci Chief Financial Officer
- ------------------------------
Anthony R. Burriesci
/s/ John F. Kennedy Controller
- ------------------------------
John F. Kennedy
<PAGE> 5
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
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 the Opinion of Counsel)............................... 6
23.2 Consent of KPMG LLP................................................ 8
24.1 Powers of Attorney
(included in the Signature Page of this
Registration Statement)............................................ 3
<PAGE> 1
Exhibit 5.1
[Patterson, Belknap, Webb & Tyler LLP Letterhead]
April 29, 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 April
29, 1999 under the Securities Act of 1933, as amended, relating to 2,000,000
shares (the "Shares") of common stock, par value $.01 per share, of the Company
to be issued pursuant to the Dime Bancorp, Inc. 1993 Employee Stock Purchase
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
April 29, 1999
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
A Member of the Firm
<PAGE> 1
Exhibit 23.2
[Letterhead of KPMG LLP]
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 and
cash flows for each of the years in the three-year period ended December 31,
1998.
/s/ KPMG LLP
New York, New York
April 29, 1999
