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As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STERLING BANCORP
(Exact name of registrant as specified in its charter)
NEW YORK 13-2565216
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
430 Park Avenue
New York, New York 10022-3505
(212) 826-8000
(Address, including zip code, and
telephone number, including area code,
of principal executive offices)
STERLING BANCORP STOCK INCENTIVE PLAN
(Full title of the plan)
Jerrold Gilbert, Esq.
Executive Vice President, General Counsel and Secretary
Sterling Bancorp
430 Park Avenue
New York, New York 10022-3505
(212) 826-8044
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
Michael J. Segal, Esq.
Paul Weiss Rifkind Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------- ------------------------ ----------------- ----------------- --------------
Title Of Securities Amount Proposed Maximum Proposed Amount
To Be To Be Offering Price Maximum Of
Registered Registered Per Share (1) Aggregate Registration
Offering Fee
Price
- -------------------------------------------------------- ------------------------ ----------------- ----------------- --------------
<S> <C> <C> <C> <C>
Common Stock $1.00 Par Value (including associated and 400,000 $20.875 $8,350,000 $2,463.25
attached rights to purchase shares of capital stock
under the Company's Shareholder Protection Rights
Agreement dated as of May 21, 1998.
======================================================== ======================== ================= ================= ==============
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(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the Common Shares as
reported by the New York Stock Exchange on September 15, 1998.
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PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Sterling Bancorp, a New York corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 001-05273), filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File No. 001-05273), filed pursuant
to the Exchange Act;
(c) The Company's Current Report on Form 8-K filed on June 5, 1998 (File
No. 001-05273), pursuant to the Exchange Act;
(d) The Company's Registration Statement on Form S-8 filed on May 20, 1997
(File No. 333-27473), pursuant to the Securities Act; and
(e) The description of the Company's Common Stock, $1.00 par value,
contained in the Company's Registration Statement filed under the
Exchange Act, including all amendments or reports filed for the purpose
of updating such description, and the description of rights associated
and attached to the Common Stock ("Rights") to purchase the Company's
Series E Preferred Shares, $5.00 par value ("Preferred Shares"), or
fractions thereof, at a Purchase Price of $100.00 per one one-hundredth
of a Preferred Share, contained in the Company's Registration Statement
therefor filed under the Exchange Act on June 15, 1998, including all
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
An opinion on the validity of the securities being registered hereunder has been
given by Jerrold Gilbert, Esq., General Counsel of the Company. Mr. Gilbert
holds options to purchase 42,000 Common Shares, with attached and associated
Rights, being registered hereunder.
Item 8. EXHIBITS
5 Opinion of Jerrold Gilbert, Esq. as to the validity of the shares to be
issued.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Jerrold Gilbert, Esq. (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 the 20th day of
August, 1998.
STERLING BANCORP
By: /s/ Louis J. Cappelli
Louis J. Cappelli
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis J. Cappelli, John C. Millman and
Jerrold Gilbert his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration and
to file the same, with exhibits thereto, and other documents in connection
therewith with the Commission, granting unto said 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been duly signed by the following persons in the capacities and on
the dates indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Louis J. Cappelli Chairman of the Board, August 20, 1998
- --------------------------- Chief Executive Officer
Louis J. Cappelli and Director
/s/John C. Millman President and Director August 20, 1998
- ------------------
John C. Millman
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/John W. Tietjen Executive Vice President, Treasurer August 20, 1998
- --------------------------- and Chief Financial Officer
John W. Tietjen
Vice Chairman of the Board and Director
/s/Joseph M. Adamko August 20, 1998
- ---------------------------
Joseph M. Adamko
/s/Lillian Berkman Director August 20, 1998
- ---------------------------
Lillian Berkman
/s/Walter Feldesman Director August 20, 1998
- ---------------------------
Walter Feldesman
/s/Allan F. Hershfield Director August 26, 1998
- ---------------------------
Allan F. Hershfield
/s/Henry J. Humphreys Director August 20, 1998
- ---------------------------
Henry J. Humphreys
/s/Maxwell M. Rabb Director August 20, 1998
- ---------------------------
Maxwell M. Rabb
/s/Eugene T. Rossides Director August 20, 1998
- ---------------------------
Eugene T. Rossides
/s/William C. Warren Director August 20, 1998
- ---------------------------
William C. Warren
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INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Jerrold Gilbert, Esq. as to the validity of the shares to be
issued.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Jerrold Gilbert, Esq. (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
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EXHIBIT 5
[JERROLD GILBERT LETTERHEAD]
August 20, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sterling Bancorp
430 Park Avenue
New York, New York 10022-3505
Form S-8 Registration Statement under
The Securities Act of 1933
Ladies and Gentlemen:
I am General Counsel to Sterling Bancorp (the "Company") and have acted as
counsel to the Company in connection with the Sterling Bancorp Stock Incentive
Plan, as amended (the "Incentive Plan"); the shares of the Company's common
stock, $1.00 par value (the "Common Shares") issued or to be issued pursuant to
the provisions of the Incentive Plan; and the rights associated and attached to
the Common Shares (the "Rights") to: (i) purchase the Company's Series E
Preferred Shares, $5.00 par value ("Preferred Shares"), or fractions thereof;
or, (ii) under certain conditions, purchase a number of Common Shares having a
market value equal to twice the purchase price of Preferred Shares in lieu of
purchasing Preferred Shares; or (iii) under certain conditions, receive, upon
payment of the purchase price of the Preferred Shares, that number of common
shares having a market value equal to twice the purchase price of Preferred
Shares of any company acquiring the Company, all as more fully set forth in a
certain Shareholder Protection Rights Agreement (the "Rights Agreement")
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. I am an owner of Common Shares of the Company, with Rights, and I hold
options to purchase 42,000 additional Common Shares with Rights.
I have reviewed the Articles of Incorporation of the Company, the By-laws of the
Company, the Incentive Plan, the Rights Agreement and such other documents as I
deemed necessary or advisable for purposes of the opinion set forth below. I
have assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents.
Based upon the foregoing, I am of the opinion that:
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1. The Common Shares, when sold or otherwise transferred in accordance
with the Incentive Plan, will be legally issued, fully paid and
non-assessable.
2. The Rights Agreement constitutes a legal, valid and binding agreement
enforceable against the Company according to its terms, except to the
extent such enforcement may be limited by bankruptcy, insolvency, and
other laws affecting creditors' rights generally and the application of
equitable principles and remedies, whether in a proceeding at law or in
equity; the Company has the power, authority and legal right to make,
deliver and perform the Rights Agreement and all of the transactions
contemplated by the Rights Agreement; and the execution and delivery of
the Rights Agreement by the Company and the performance by the Company
of the Company's obligations thereunder do not violate any provision of
the Company's certificate of incorporation or by-laws, or any mortgage,
indenture, contract, or other agreement to which the Company is a party
or by which the Company or any of its property may be bound.
3. The Preferred Shares, when sold in accordance with the Rights
Agreement, will be legally issued, fully paid and non-assessable.
4. Such Common Shares as are sold in lieu of Preferred Shares in
accordance with the Rights Agreement will be legally issued, fully paid
and non-assessable.
I express no opinion with respect to the legal issuance, full payment status, or
non-assessability of any common shares of any company acquiring the Company that
the holders of Rights may acquire pursuant to the Rights Agreement.
I hereby consent to the incorporation by reference in the captioned Registration
Statement of the opinion set forth above.
Very truly yours,
/s/ Jerrold Gilbert
Jerrold Gilbert
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EXHIBIT 23.1
The Shareholders and Board of Directors
Sterling Bancorp
We consent to the use of our report dated January 28, 1998, which is included in
the 1997 Annual Report on Form 10-K of Sterling Bancorp, incorporated herein by
reference
/s/ KPMG Peat Marwick LLP
New York, New York
September 14, 1998
