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Registration No. 333-
Filed April 24, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Independence Community Bank Corp.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Delaware 11-3387931
- ------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
195 Montague Street
Brooklyn, New York 11201
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(Address of Principal Executive Offices)
Independence Savings Bank 401(k) Savings Plan in RSI Retirement Trust
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(Full Title of the Plan)
Copies to:
Charles J. Hamm Philip R. Bevan, Esq.
Chairman, President and Elias, Matz, Tiernan & Herrick L.L.P.
Chief Executive Officer 734 15th Street, N.W.
Independence Community Bank Corp. Washington, D.C. 20005
195 Montague Street (202) 347-0300
Brooklyn, New York 11201
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(Name and Address of Agent For Service)
(718) 722-5300
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(Telephone Number, Including Area Code, of
Agent for Service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$0.01 1,500,000 (1) $18.06 $27,093,750.00 $9,342.67
</TABLE>
- -----------------------------------------------------------------------------
(1) Represents an estimate of such presently undeterminable number of
shares as may be purchased with employee contributions pursuant to
the Independence Savings Bank 401(k) Savings Plan in RSI Retirement
Trust (the "Plan"). The Plan was originally effective as of September
1, 1973, and was last amended effective as of August 21, 1997. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h). The Proposed Maximum
Offering Price Per Share is the average of the high and low prices of
the common stock, par value $0.01 per share (the "Common Stock") of
Independence Community Bank Corp. (the "Company" or the "Registrant") on
the Nasdaq Stock Market on April 21, 1998.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The Company's prospectus and prospectus supplement ("Prospectus")
included in its Registration Statement on Form S-1 (File No. 333-30757).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997.
(c) The description of the Common Stock of the Company contained in Item 1,
"Description of Registrant's Securities to be Registered" in the
Company's Registration Statement on Form 8-A as filed on October 17,
1997 (File No. 000-23229).
(d) All documents filed by the Company and the Plan 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 have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a
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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.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation law of the State of Delaware,
Articles 9 and 10 of the Registrant's Certification of Incorporation and
Article VI of the Registrant's Bylaws provide as follows:
Article 9 of Certification of Incorporation
Liability of Directors and Officers. The personal liability of the
directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it exists on the effective date of this Certificate
of Incorporation or as such law may be thereafter in effect. No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
Article 10 of Certificate of Incorporation
Indemnification. The Corporation shall indemnify its directors, officers,
employees, agents and former directors, officers, employees and agents, and
any other persons serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, association, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) incurred in
connection with any pending or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative, with respect to which such
director, officer, employee, agent or other person is a party, or is threatened
to be made a party, to the full extent permitted by the General Corporation
Law of the State of Delaware, provided, however, that the Corporation shall
not be liable for any amounts which may be due to any person in connection
with a settlement of any action, suit or proceeding effected without its
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prior written consent or any action, suit or proceeding initiated by any
person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (i) shall not be deemed exclusive of any
other right to which any person seeking indemnification may be entitled under
any bylaw, agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall inure to the benefit of the heirs,
executors and administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability
asserted against or incurred by them or any of them arising out of their
status as corporate directors, officers, employees, or agents whether or not
the Corporation would have the power to indemnify them against such liability
under the provisions of this Article 10.
Article VI of Bylaws - Indemnification, etc. of Directors, Officers and
Employees
6.1 Indemnification. The Corporation shall provide indemnification
to its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.
6.2 Advancement of Expenses. Reasonable expenses (including
attorneys' fees) incurred by a director, officer or employee of the
Corporation in defending any civil, criminal, administrative or investigative
action, suit or proceeding described in Section 6.1 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors only upon receipt of
an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that the person is not entitled to be
indemnified by the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the Corporation's
Certificate of Incorporation, any agreement, vote of stockholders or
disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer of employee of the Corporation, or is or
was serving at the request of the corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of its Certificate of Incorporation or this Article VI.
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6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article
VI shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the
advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement on Form
S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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23 Consent of Independent Accountants
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
The Registrant will submit the Plan to the Internal Revenue Service
("IRS") in order to receive a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code, as amended, and will submit
any amendments to the Plan to the IRS in a timely manner, and will make all
changes required by the IRS in order to qualify, or continue the
qualification, of the Plan.
Item 9. Undertakings.
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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflected in the form of
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prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities
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 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
Securities Act and will be governed by the final adjudication of such issue.
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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 Brooklyn, State of New York, on this 24th day
of April, 1998.
INDEPENDENCE COMMUNITY BANK CORP.
By:/s/Charles J. Hamm
--------------------------
Charles J. Hamm
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Charles J. Hamm his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
<TABLE>
<CAPTION>
Name Title Date
- ------------ ------------- -------------
<S> <C> <C>
/s/Charles J. Ham Chairman, President and Chief April 24, 1998
- ----------------- Executive Officer
Charles J. Hamm (principal executive officer)
/s/Joseph S. Morgano Director, Executive Vice April 24, 1998
- -------------------- President and Mortgage
Joseph S. Morgano Officer
/s/John B. Zurell Executive Vice President April 24, 1998
- ----------------- Chief Financial Officer
John B. Zurell (principal Financial officer)
/s/Willard N. Archie Director April 24, 1998
- --------------------
Willard N. Archie
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
- ------------ ------------- --------------
<S> <C> <C>
/s/Robert D. Catell
- ------------------- Director April 24, 1998
Robert D. Catell
/s/Rohit M. Desai
- ------------------ Director April 24, 1998
Rohit M. Desai
/s/Chaim Y. Edelstein
- --------------------- Director April 24, 1998
Chaim Y. Edelstein
/s/Robert W. Gelfman
- -------------------- Director April 24, 1998
Robert W. Gelfman
/s/Scott M. Hand
- ------------------ Director April 24, 1998
Scott M. Hand
- ------------------ Director April --, 1998
Donald E. Kolowsky
/s/Janine Luke
- ------------------ Director April 24, 1998
Janine Luke
/s/Wesley D. Ratcliff
- --------------------- Director April 24, 1998
Wesley D. Ratcliff
- ------------------ Director April --, 1998
Donald H. Elliott
/s/Malcolm MacKay
- ----------------- Director April 24, 1998
Malcolm MacKay
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
administrator of the employee benefit plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Brooklyn, New York, on April 24, 1998.
INDEPENDENCE SAVINGS BANK
401(K) PLAN IN RSI
RETIREMENT TRUST
By: /s/Charles J. Hamm
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Charles J. Hamm, on behalf of Independence Savings
Bank as the Plan Administrator
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Exhibit 23
Consent of Independent Accountants
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Exhibit 23
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts,"
Consolidated Statements of Income" and "The Conversion - Tax Aspects" and
to the use of our reports dated May 29, 1997 (with respect to the
consolidated financial statements of Independence Savings Bank) and July 31,
1997 (with respect to the financial statements of Independence Savings Bank
401(k) Savings Plan in RSI Retirement Trust), included in the Registration
Statement, related Prospectus and Prospectus Supplement of Independence
Community Bank Corp., filed with the Securities and Exchange Commission, and
which is incorporated by reference in the Registration Statement on Form S-8
pertaining to the Independence Savings Bank 401(k) Savings Plan in RSI
Retirement Trust.
/s/ Ernst & Young LLP
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New York, New York
April 20, 1998
