AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SPETEMBER 2, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ARROW FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York 22-2448962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 Glen Street
Glens Falls, New York 12801
(Address of Principal Executive Offices) (Zip Code)
Arrow Financial Corporation 1998 Long Term Incentive Plan
(Full title of the Plan)
Thomas L. Hoy
President and Chief Executive Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
(Name and address of agent for service)
(518) 745-1000
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas B. Kinsock, Esq.
Gallop, Johnson & Neuman
Interco Corporate Tower
101 South Hanley Road
CALCULATION OF REGISTRATION FEE
Title of Securities To be Registered
Common stock $1.00 par value per share
Amount To be Registered(1)
300,000
Proposed Maximum Offering Price Per share(2)
$27.3125
Proposed Maximum Aggregate Offering Price
$8,193,750
Amount of Registration Fee
$2,417.16
(1) Represents maximum number of shares subject to awards under the
Plan. Includes, for each share of common stock, one attached share
purchase right, pursuant to Registrant's Shareholder Protection Plan
dated April 30, 1997.
(2) Estimated solely for the purpose of calculating the registration
fee and based upon the average of the high and low prices per share of
the Registrant's Common Stock as reported by the National Association
of Securities Dealers Automated Quotation National Market System on
August 30, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Registrant's latest annual report on Form
10-K filed pursuant to Section 13 or 15(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report referred to
in (a) above; and
(c) The description of the Registrant's common
stock which is contained in the registration statement filed by
the Registrant under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities 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 filing of such documents. Any statement
contained in a document incorporated by reference herein and
filed prior to the filing hereof shall be deemed to be modified
or superseded for purposes of this registration statement to
the extent that a statement contained herein modifies or
supersedes such statement, and any statement contained herein
or in any other 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 in any other subsequently filed document that also
is 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.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Sections 721-725 of the New York Business
Corporation Law generally provide for or permit a
corporation to indemnify the directors and officers against
liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable
belief that the particular action was in, or not opposed to, the
best interests of the corporation.
The Registrant's Certificate of Incorporation provides
that directors and officers of the Registrant shall be
indemnified, to the fullest extent permitted by the Business
Corporation Law, against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorneys' fees)
incurred by them in connection with actions to which they are,
or are threatened to be made, parties. If a director or officer
is not successful in the defense of an action, he is entitled to
indemnification, under the Registrant's Certificate of
Incorporation and the relevant provisions of law, if ordered by
a court or if the Board of Directors, acting upon the written
opinion of independent legal counsel, determines that the
director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interests of the
Registrant, and, in criminal actions, had no reasonable cause
to believe his conduct was unlawful. In connection with
actions by or in the right of the Registrant (derivative suits) as
to which the director or officer is not successful,
indemnification is permitted for expenses and amounts paid in
settlement only if and to the extent that a court of competent
jurisdiction deems proper, and indemnification for adverse
judgments is not permitted.
Under the Registrant's Certificate of Incorporation and
applicable provisions of law, the Board of Directors or the
Registrant may advance expenses to a director or officer
before final disposition of an action or proceeding upon
receipt of an undertaking by the director or officer to repay
the amount advanced if he is ultimately found not to be
entitled to indemnification with respect thereto.
The Registrant's Certificate of Incorporation also
provides that to the fullest extent permitted by law, subject
only to the express prohibitions on limitation of liability set
forth in Section 402(b) of the Business Corporation Law, a
director of the Registrant shall not be liable to the Registrant
or its shareholders for monetary damages for any breach of
duty as a director.
Pursuant to policies of directors' and officers' liability
insurance with total annual limits of $5 million the directors
and officers of the Registrant and its subsidiary banks are
insured, subject to the limits, exceptions and other terms and
conditions of such policy, against liability for claims made
against them for any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach
of duty while acting in their individual or collective capacities
as directors or officers of such entities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this
registration statement or incorporated by reference herein.
Exhibit
Number Description
4.1 Arrow Financial Corporation 1998 Long Term
Incentive Plan.
5.1 Legal Opinion of Gallop, Johnson & Neuman.
23.1 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.2 Consent of Gallop, Johnson & Neuman
(included in Exhibit 5.1).
24 Power of Attorney (included on signature page
of the registration statement).
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:
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the
effective date of this registration
statement (or the most recent
post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement. Notwithstanding the
foregoing, any increase or decrease in
the 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 end of the estimated
maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes
in volume and price represent no more
than a 20 percent change in the
maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in
this registration statement or any
material change to such information in
this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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)-(g) Not Applicable.
(h) 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 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.
(i) Not Applicable.
(j) Not Applicable.
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 Glens
Falls, State of New York, on July 22, 1998.
ARROW FINANCIAL CORPORATION
By: S/Thomas L. Hoy
Thomas L. Hoy,
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Arrow
Financial Corporation, hereby severally and individually
constitute and appoint Thomas L. Hoy and John J. Murphy
and each of them, the true and lawful attorneys and agents of
each of us to execute in the name, place and stead of each of
us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and
all instruments necessary or advisable in connection therewith
and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the
power to act with or without the other and to have full power
and authority to do and perform in the name and on behalf of
each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each
of them to any and all such amendments and instruments.
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.
II-6
Name Title Date
/s/ Thomas L. Hoy President, Chief Executive
Thomas L. Hoy Officer and Director July 22, 1998
/s/ John J. Murphy Executive Vice President,
John J. Murphy Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer) July 22, 1998
/s/ Michael F. Massiano Chairman of the Board July 22, 1998
Michael F. Massiano
/s/ John J. Carusone, Jr. Director July 22, 1998
John J. Carusone, Jr.
/s/ Michael B. Clarke Director July 22, 1998
Michael B. Clarke
/s/ Kenneth C. Hopper, M.D. Director July 22, 1998
Kenneth C. Hopper, M.D.
/s/ Dr. Edward F. Huntington Director July 22, 1998
Dr. Edward F. Huntington
/s/ David G. Kruczlnicki Director July 22, 1998
David G. Kruczlnicki
/s/ David L. Moynehan Director July 22, 1998
David L. Moynehan
/s/ Doris E. Ornstein Director July 22, 1998
Doris E. Ornstein
/s/ Daniel L. Robertson Director July 22, 1998
Daniel L. Robertson
FORM S-8
ARROW FINANCIAL CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
4.1 Arrow Financial Corporation
1998 Long Term Incentive Plan
5.1 Legal Opinion of Gallop, Johnson & Neuman
23.1 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants
23.2 Consent of Gallop, Johnson & Neuman
(included in Exhibit 5.1)
24 Power of Attorney (included on signature
page of the registration statement)