AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE
25, 1999
Registration No. 333-________________
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
(State or other jurisdiction of
incorporation or organization)
22-2448962
(I.R.S. Employer
Identification No.)
250 Glen Street
Glens Falls, New York 12801
(Address of Principal Executive Offices) (Zip Code)
Arrow Financial Corporation Directors' Stock 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.
Stinson, Mag & Fizzell
100 South Fourth Street, Suite 700
St. Louis, Missouri 63102
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered
Common stock $1.00 par value per share
Amount To Be
Registered (1)
6,000
Proposed Maximum
Offering Price
Per Share (2)
$26.625
Proposed Maximum
Aggregate Offering
Price
$159,750
Amount of
Registration
Fee (3)
$44.41
(1) Represents the maximum number of shares
distributable under the Directors' Stock Plan. Includes,
for each share of common stock, one attached share purchase
right, pursuant to the Registrant's Shareholder Protection
Rights Plan dated April 30, 1997.
(2) Pursuant to Rule 457(c) and 457(h) under the
Securities Act of 1933, the proposed maximum offering price
per share and in the aggregate is based upon the average of
the bid and asked price per share of the Registrant's Common
Stock as reported on the Nasdaq National Market System on
June 21, 1999.
(3) The registration fee has been calculated
pursuant to Section 6(b) of the Securities Act of 1933 as
follows: 0.0278% of $159,750, the Proposed Maximum Aggregate
Offering Price of the shares of stock registered hereby.
PART I
INTRODUCTION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part
I of Form S-8 is omitted from this
filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933 and the
Introductory Note to Part I of Form S-8. The documents
containing the information specified in
Part I will be delivered to the participants in the Plan
covered by this Registration Statement as
required by Rule 428(b).
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(a) 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(a) 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 $7.5
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 Directors' Stock Plan.
4.2 Shareholder Protection Rights Agreement dated as of
May 1, 1997, between Arrow Financial Corporation and Glens
Falls National Bank and Trust Company, as Rights Agent,
incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A, dated May 16, 1997,
Exhibit 4.
5.1 Opinion of Stinson, Mag & Fizzell regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP, Certified Public Accountants.
23.2 Consent of Stinson, Mag & Fizzell (included in
Exhibit 5.1).
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 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) 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.
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 June 21,
1999.
ARROW FINANCIAL CORPORATION
By:/s/ Thomas L. Hoy
Thomas L. Hoy,
President and Chief Executive Officer
Name
Title
Date
/s/ Thomas L. Hoy
Thomas L. Hoy
President, Chief Executive
Officer and Director
June 21, 1999
/s/ John J. Murphy
John J. Murphy
Executive Vice President,
Treasurer and Chief Financial
Officer (Principal Financial and
Accounting Officer)
June 21, 1999
/s/ Michael F. Massiano
Michael F. Massiano
Chairman of the Board
June 21, 1999
/s/ John J. Carusone, Jr.
John J. Carusone, Jr.
Director
June 21, 1999
/s/ Michael B. Clarke
Michael B. Clarke
Director
June 21, 1999
/s/ Kenneth C. Hopper, M.D.
Kenneth C. Hopper, M.D.
Director
June 21, 1999
/s/ Dr. Edward F. Huntington
Dr. Edward F. Huntington
Director
June 21, 1999
/s/ David G. Kruczlnicki
David G. Kruczlnicki
Director
June 21, 1999
/s/ David L. Moynehan
David L. Moynehan
Director
June 21, 1999
/s/ Doris E. Ornstein
Doris E. Ornstein
Director
June 21, 1999
FORM S-8
ARROW FINANCIAL CORPORATION
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Arrow Financial Corporation Directors' Stock Plan.
4.2 Shareholder Protection Rights Agreement dated as of May
1, 1997, between Arrow Financial Corporation and Glens Falls
National Bank and Trust Company, as Rights Agent,
incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A, dated May 16, 1997,
Exhibit 4.
5.1 Opinion of Stinson, Mag & Fizzell regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP, Certified Public Accountants.
23.2 Consent of Stinson, Mag & Fizzell (included in Exhibit
5.1).