<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
----------------------------
SFS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3366295
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
251-263 State Street, Schenectady, New York 12305
(Address of principal executive offices) (Zip Code)
SFS BANCORP, INC.
1995 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Robert L. Freedman, P.C.
Beth A. Freedman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed
Proposed maximum
Title of Amount to maximum aggregate Amount of
securities to be offering offering registration
be registered registered(1) per share price fee
- ------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 59,800 shares $12.625(2) $754,975(2) $261.00(2)
<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, based upon the closing price of the
Common Stock on the Nasdaq National Market System of $ per share on
May 10, 1996.
</TABLE>
<PAGE> I-1 PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the SFS Bancorp, Inc. 1995 Recognition
and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.<PAGE>
<PAGE> II-1 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents previously or concurrently filed by SFS
Bancorp, Inc.(the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 (File No. 0-25994) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 12 or
15(d)
of the Exchange Act since the end of the period covered by the Report referred
to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on April 17, 1996; and
(d) the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form S-1 (File No.
33-99422) filed with the Commission on March 17, 1995 and 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, after the
date hereof, 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 incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be directed
to Richard D. Ammian, Senior Vice President and Secretary, 251-263 State Street,
Schenectady, New York 12305.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
<PAGE> II-2
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
<PAGE> II-3
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
----------
Sequential Page
Reference to Number Where
Regulation Prior Filing or Attached Exhibits
S-B Exhibit Exhibit Number Are located in
Number Document Attached Hereto This Form S-
- ----------- ---------------------------- ---------------- ---------------
4 Instruments defining the rights of
security holders, including debentures
SFS Bancorp, Inc. 1995 Recognition
and Retention Plan 4(a) Page
5 Opinion of Silver, Freedman & Taff,
L.L.P. 5 Page
23 Consents of Experts and Counsel
Consent of Silver, Freedman &
Taff, L.L.P. 23(a) Page
Consent of KPMG Peat Marwick, LLP 23(b) Page
24 Power of Attorney Contained on Page
Signature Page
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE> II-4
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>II-5 SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Schenectady, State of New York, on June 10,
1996.
SFS BANCORP, INC.
By: /s/ Joseph H. Giaquinto
-----------------------
Joseph H. Giaquinto, Chairman of the Board,
President and Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph H. Giaquinto, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
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 said attorney-in-fact
and agent or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
/s/ Richard A. Ammian /s/ Joseph H. Giaquinto, Chairman
- ------------------------------- ----------------------------
Richard A. Ammian, Senior Vice President Joseph H. Giaquinto, Chairman of
and Secretary the Board, President and Chief
Executive Officer
Date: June 10, 1996 Date: June 10, 1996
/s/ John F. Assini, M.D. /s/ George J. Finster
- ------------------------------- --------------------------------
John F. Assini, M.D., Vice Chairman of George J. Finster, Director
the Board
Date: June 10, 1996 Date: June 10, 1996
<PAGE> II-6
/s/ Gerald I. Klein /s/Robert A. Schlansker, Director
- ------------------------------ ------------------------------
Gerald I. Klein, Director
Date: June 10, 1996 Date: June 10, 1996
/s/ Richard A. Ahl
- ------------------------------
Richard A. Ahl, Executive Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: June 10, 1996
<PAGE>
<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SFS BANCORP, INC.
=============================================================================
<PAGE>
<PAGE> EXHIBIT INDEX
Reference to
Regulation Prior Filing or
S-B Exhibit Exhibit Number
Number Document Attached Hereto
- ------------- -------------------------- ----------------
4 Instruments defining the
rights of security holders,
including debentures
SFS Bancorp, Inc. 1995
Recognition and Retention
Plan 4(a)
5 Opinion of Silver, Freedman
& Taff, L.L.P. 5
23 Consents of Experts and Counsel
Consent of Silver, Freedman &
Taff, L.L.P. 23(a)
Consent of KPMG Peat Marwick, LLP 23(b)
24 Power of Attorney Contained on
Signature Page
<PAGE>
<PAGE> Exhibit 4(a)
SFS BANCORP, INC.
1995 RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, executive officers and employees of the
Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Award" - means the grant of Restricted Stock pursuant to the terms of
Section 13 of the Plan or by the Committee, as provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Bank" - means Schenectady Federal Savings and Loan Association, a
savings institution and its successors.
"Beneficiary" - means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if
any, or if none, his estate.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee of the Board of Directors of the
Corporation referred to in Section 6 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, director emeritus, advisory director,
executive officer or employee of the Corporation or any Affiliate. Service
shall not be considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Corporation or any
Affiliate or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its subsidiaries or its successor.
With respect to any director emeritus or advisory director, continuous
service shall mean availability to perform such functions as may be required
of such individuals.
"Conversion" - means the conversion of the Bank from the mutual to the
stock form of organization.
"Corporation" - means SFS Bancorp, Inc., a Delaware corporation.
"Disability" - means any physical or mental impairment which qualifies an
employee, director, director emeritus or advisor director for disability
benefits under any applicable long-term disability plan maintained by the Bank
or an Affiliate, or, if no such plan applies, which would render such employee
or director, in the judgment of the Committee, unable to perform his customary
duties and responsibilities.
<PAGE>
"Disinterested Person" - means any member of the Board of Directors of
the Corporation who is not being and within the prior year has not been granted
any awards related to the shares under this Plan or any other plan of the
Corporation or any of its Affiliates except for awards which (i) are calculated
in accordance with a formula as contemplated in paragraph (c)(ii) of Rule b-3
("Rule b-3") under the Securities Exchange Act of 1934, as amended;
(ii) result from participation in an ongoing securities acquisition plan
meeting the conditions of paragraph (d)(2) of Rule b-3; or (iii) arise from
an election by a director to receive all or part of his board fees in
securities. No Participant of an Award granted pursuant to Section 12
shall fail to meet the definition of Disinterested Person solely by reason
of such Award.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"Participant" - means any director, director emeritus, advisory director,
executive officer or employee of the Corporation or any Affiliate who is
selected by the Committee to receive an Award.
"Plan" - means the 1995 Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 3
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been contingently awarded to
a Participant by the Committee subject to the restrictions referred to in
Section 3 hereof, so long as such restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per share, of the
Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
Awards and, in addition to the terms and conditions contained in paragraphs
(a) through (f) of this Section 3, to provide such other terms and conditions
(which need not be identical among Participants) in respect of such Awards,
and the vesting thereof, as the Committee shall determine, subject to OTS
regulations.
(a) At the time of an Award, the Committee shall establish for each
Participant a Restricted Period which shall not be less than five years, during
which or at the expiration of which, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 3, the
Shares awarded as Restricted Stock shall vest, and subject to any such other
terms and conditions as the Committee shall provide, Shares of Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, except as hereinafter provided, during the Restricted Period.
Except for such restrictions, and subject to paragraphs (c) and (e) of this
Section 3 and Section 4 hereof, the Participant as owner of such shares shall
have all the rights of a stockholder (including but not limited to the right to
receive all dividends paid on such vested shares and the right to vote such
vested shares). The Committee shall have the authority, in its discretion,
subject to compliance with OTS regulations, to accelerate the time at which any
or all of the restrictions shall lapse with respect thereto, or to remove any
or all of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or other
changes in circumstances occurring after the commencement of such Restricted
Period.
<PAGE>
(b) If a Participant ceases to maintain Continuous Service for any reason
(other than death, or disability), unless the Committee shall otherwise
determine, all Shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 3 shall
upon such termination of Continuous Service be forfeited and returned to the
Corporation. If a Participant ceases to maintain Continuous Service by reason
of death, or disability, Restricted Stock then still subject to restrictions
imposed by paragraph (a) of this Section 3 will be free of those restrictions
and shall not be forfeited.
(c) Each certificate in respect of Shares of Restricted Stock awarded under
the Plan shall be registered in the name of the Participant and deposited by the
Participant, together with a stock power endorsed in blank, with the Corporation
and shall bear the following (or a similar) legend:
The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) contained
in the 1995 Recognition and Retention Plan of SFS Bancorp, Inc. Copies of such
Plan are on file in the offices of the Secretary of SFS Bancorp, Inc., 251-263
State Street, Schenectady, New York 12305.
(d) At the time of any Award, the Participant shall enter into an Agreement
with the Corporation in a form specified by the Committee, agreeing to the terms
and conditions of the Award and such other matters as the Committee, in its sole
discretion, shall determine (the "Restricted Stock Agreement").
(e) The payment to the Participant of any dividends declared or paid by the
Corporation on any Restricted Stock shall be deferred and held by the
Corporation for the account of the Participant until the earlier to occur of
(i) the lapsing of the restrictions imposed under paragraph (a) of this
Section 3 or (ii) the forfeiture of such shares under paragraph (b) of this
Section 3. There shall be credited at the end of each year (or portion thereof)
interest on the amount of the Participant's account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon,
shall be made upon the earlier to occur of the lapsing of the restrictions
imposed under paragraph (a) of this Section 3 or death or disability.
(f) At the expiration of the restrictions imposed by paragraph (a) of this
Section 3, the Corporation shall redeliver to the Participant (or where the
relevant provision of paragraph (b) of this Section 3 applies in the case of a
deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 3 and the Shares represented by such certificate(s) shall be
free of the restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of any change in
the outstanding Shares subsequent to the effective date of the Plan by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Corporation, the maximum aggregate number and class
of shares as to which Awards may be granted under the Plan and the number and
class of shares with respect to which Awards theretofore have been granted
under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect
to Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares
or securities shall be legended and deposited with the Corporation in the
manner provided in Section 3 hereof.
<PAGE>
5. Assignments and Transfers. During the Restricted Period, no Award nor any
right or interest of a Participant under the Plan in any instrument evidencing
any Award under the Plan may be assigned, encumbered or transferred except
(i) in the event of the death of a Participant, by will or the laws of descent
and distribution, or (ii) pursuant to a qualified domestic relations order as
defined in the Code or Title I of ERISA or the rules thereunder.
6. Administration. The Plan shall be administered by a Committee consisting
of two or more members, each of whom shall be a Disinterested Person. The
members of the Committee shall be appointed by the Board of Directors of the
Corporation. Except as limited by the express provisions of the Plan, the
Committee shall have sole and complete authority and discretion, subject to
with OTS regulations to (i) select Participants and grant Awards;
(ii) determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan;
(iii) determine the terms and conditions upon which Awards shall
be granted under the Plan under a quantifiable formula established by the Board
of Directors and based on the Corporation's performance; (iv) prescribe the form
and terms of instruments evidencing such grants; and (v) establish from time to
time regulations for the administration of the Plan, interpret the Plan, and
make all determinations deemed necessary or advisable for the administration
of the Plan. The Committee may maintain, and update from time to time as
appropriate, a list designating selected directors as Disinterested Persons.
The purpose of such list shall be to evidence the status of such individuals as
Disinterested Persons, and the Board of Directors may appoint to the Committee
any individual actually qualifying as a Disinterested Person, regardless of
whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
7. Shares Subject to Plan. Subject to adjustment by the operation of Section
4 hereof, the maximum number of Shares with respect to which Awards may be made
under the Plan is 4% of the total Shares issued in the Association's Conversion.
The Shares with respect to which Awards may be made under the Plan may be either
authorized and unissued Shares or issued Shares heretofore or hereafter
reacquired and held as treasury Shares. An Award shall not be considered to
have been made under the Plan with respect to Restricted Stock which is
forfeited and new Awards may be granted under the Plan with respect to the
number of Shares as to which such forfeiture has occurred. Any Award made
pursuant to this Plan, which Award is subject to the requirements of Office of
Thrift Supervision Regulations, shall vest in five equal annual installments
with the first installment vesting on the one year anniversary of the date of
grant, except in the event of death or disability in which case all
unvested shares shall vest immediately.
<PAGE>
In the event that Office of Thrift Supervision Regulations are amended (the
"Amended Regulations") to permit shorter vesting periods, any Award made
pursuant to this Plan, which Award is subject to the requirements of such
Amended Regulations, may vest, at the sole discretion of the Committee, in
accordance with such Amended Regulations.
The Corporation's obligation to deliver Shares with respect to an Award
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to whom such
Shares are to be delivered, in such form as the Committee shall determine to
be necessary or advisable to comply with the provisions of the Securities Act of
1933 or any other Federal, state or local securities legislation or regulation.
It may be provided that any representation requirement shall become inoperative
upon a registration of the Shares or other action eliminating the necessity of
such representation under such Securities Act or other securities legislation.
The Corporation shall not be required to deliver any Shares under the Plan
prior to (i) the admission of such shares to listing on any stock exchange on
which Shares may then be listed, and (ii) the completion of such registration or
other qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
8. Employee Rights Under the Plan. No director, director emeritus, advisory
director, officer or employee shall have a right to be selected as a Participant
nor, having been so selected, to be selected again as a Participant and no
director, officer, employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar plan of
the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any officer or employee any right to be
retained in the employ of the Corporation, the Bank or any Affiliate.
9. Withholding Tax. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Corporation shall withhold from any payment or distribution made
under this Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of any
taxes which the Corporation is required to withhold with respect to such
dividend payments. No discretion or choice shall be conferred upon any
Participant with respect to the form, timing or method of any such tax
withholding.
10. Amendment or Termination. The Board of Directors of the Corporation may
amend, suspend or terminate the Plan or any portion thereof at any time, subject
to OTS regulations; provided, however, that no such amendment, suspension or
termination shall impair the rights of any Participant, without his consent, in
any Award theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent that
the Plan provides for formula awards, as defined in Rule b-3(c)(2)(ii) under
the Securities Exchange Act of 1934, as amended, such provisions may not be
amended more than once every six months, other than to comport with changes in
the Code, ERISA or the rules thereunder.
<PAGE>
11. Term of Plan. The Plan shall become effective upon its ratification by
the stockholders of the Corporation. It shall continue in effect for a term of
ten years unless sooner terminated under Section 11 hereof.
12. Director Awards. By, and simultaneously with, the ratification of this
Plan by the stockholders of the Corporation, the Chairman and each other member
of the Board of Directors of the Corporation, who is not a full-time
employee, is hereby granted an Award equal to .2% of the shares sold in the
Conversion, with such amount determined under a quantifiable formula established
by the Board of Directors and based on the Corporation's performance. In
addition, each director elected subsequent to the Conversion shall be issued,
as of the date he is elected and qualified, an Award equal to 2,990 shares of
Common Stock, subject to availability, with such amount determined under a
quantifiable formula established by the Board of Directors and based on the
Corporation's performance. Each such Award shall be evidenced by a Restricted
Stock Agreement in a form approved by the Corporation and shall be subject in
all respects to the terms and conditions of this Plan, which are controlling.
All Awards granted pursuant to this Section 12 shall be rounded down to the
nearest whole share to the extent necessary to ensure that no shares of
Restricted Stock representing fractional shares are issued. Each of the
Awards granted in this Section 12 shall be earned in five equal annual
installments, with the first installment vesting on the one-year anniversary of
the date of grant, as long as the director maintains Continuous Service with the
Corporation or its affiliates, provided, however, no Award shall be earned
in any fiscal year in which the Bank fails to meet all of its fully phased-in
capital requirements.
<PAGE> Exhibit 5
June 10, 1996
Board of Directors
SFS Bancorp, Inc.
251-263 State Street
Schenectady, New York 12305
Members of the Board:
We have acted as counsel to SFS Bancorp, Inc. (the "Corporation") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 59,800 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to
be offered pursuant to the 1995 Recognition and Retention Plan of the
Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its
Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Corporation will be, when
and if issued, sold and paid for as contemplated by the Plan, legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.<PAGE>
<PAGE> Exhibit 23(a)
June 10, 1996
Board of Directors
SFS Bancorp, Inc.
251-263 State Street
Schenectady, New York 12305
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
<PAGE> Exhibit 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
SFS Bancorp, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of SFS Bancorp, Inc. related to the 1995 Recognition and Retention Plan of
our report dated January 19, 1996, relating to the consolidated balance sheets
of SFS Bancorp, Inc. and subsidiary as of December 31, 1995 and 1994, 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,
1995, which report appears in the December 31, 1995 annual report on Form
10-KSB of SFS Bancorp, Inc. We also consent to the reference to our firm under
the heading "Consents of Experts and Counsel." Our report refers to the
adoption of the provisions of Statement of Financial Accounting Standards No.
114 "Accounting by Creditors for Impairment of a Loan," Statement of Financial
Accounting Standards No. 118, "Accounting by Creditors For Impairment of a Loan-
Income Recognition and Disclosures," and Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."
/s/ KPMG Peat Marwick LLP
Albany, New York
May 31, 1996
