<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333-88071
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee*
Offering Price per Aggregate
Share* Offering Price*
<S> <C> <C> <C> <C>
common stock, 325,000** $22.59 $7,341,750.00 $1,938.22
par value $.01 per
share
</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
October 26, 2000, 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.
** 300,000 shares of Common Stock were registered on this Registration
Statement, filed with the Commission on September 29, 1999, and an
additional 50,000 shares of Common Stock were registered on this
Registration Statement, filed with the Commission on December 23, 1999.
<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, 1998;
(iv) The Company's Registration Statement on Form S-8 No.
333-88071 as filed with the Commission on September 29, 1999;
(v) Amendment No. 1 to the Company's Registration Statement on
Form S-8 No. 333-88071 as filed with the Commission on December 23, 2000;
(vi) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Form 10-K/A filed on March 31, 2000;
(vii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000; and
(viii) The Company's Current Reports on Form 8-K filed with
the Commission on January 20, 2000, February 29, 2000, March 8, 2000 (2 reports
filed on March 8, 2000), March 10, 2000, March 13, 2000 (2 reports filed on
March 13, 2000), March 14, 2000, March 21, 2000, April 19, 2000, April 28, 2000,
May 1, 2000, July 11, 2000 (as amended by Form 8-K/A filed on October 12, 2000),
July 12, 2000, September 15, 2000, October 17, 2000 and October 23, 2000.
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 27th day of
October, 2000.
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 October 27, 2000.
Signature Title
/s/ Lawrence J. Toal
------------------------------ Chief Executive Officer, President, Chief
Lawrence J. Toal Operating Officer and a Director (Principal
Executive Officer)
------------------------------ Chairman of the Board
Anthony P. Terracciano
*
------------------------------ A Director
Derrick D. Cephas
*
------------------------------ A Director
Frederick C. Chen
*
------------------------------ A Director
J. Barclay Collins II
*
------------------------------ A Director
Richard W. Dalrymple
*
------------------------------ A Director
James F. Fulton
*
------------------------------ A Director
Fred B. Koons
2
<PAGE> 4
*
------------------------------ A Director
Virginia M. Kopp
*
------------------------------ A Director
James M. Large, Jr.
*
------------------------------ A Director
John Morning
------------------------------ A Director
Howard H. Newman
*
------------------------------ A Director
Margaret Osmer-McQuade
*
------------------------------ A Director
Sally Hernandez-Pinero
*
------------------------------ A Director
Eugene G. Schulz, Jr.
*
------------------------------ A Director
Howard Smith
*
------------------------------ A Director
Dr. Norman R. Smith
*
------------------------------ A Director
Ira T. Wender
/s/ Anthony R. Burriesci
------------------------------ Chief Financial Officer (Principal Financial
Anthony R. Burriesci Officer)
/s/ John F. Kennedy Controller (Principal Accounting Officer)
------------------------------
John F. Kennedy
* By: /s/ Lawrence J. Toal
-----------------------------------------
Lawrence J. Toal
Attorney-in-Fact
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 22, 2000... 5
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 Exhibit 5.1)............... 6
23.2 Consent of KPMG LLP........................................ 8
</TABLE>
