As filed with the Securities and Exchange Commission on March 29, 1996
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE FIRST OF LONG ISLAND CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-2672906
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
10 Glen Head Road
Glen Head, NY 11545
(Address of Principal Executive Offices and zip code)
____________________________
THE FIRST OF LONG ISLAND CORPORATION
STOCK OPTION AND APPRECIATION RIGHTS PLAN
(Full title of the Plan)
____________________________
William J. White Copy to:
10 Glen Head Road Thomas G. Lovett, IV
Glen Head, NY 11545 Lindquist & Vennum P.L.L.P.
(516) 671-4900 4200 IDS Center
(Name, address, including zip Minneapolis, MN 55402
code and telephone number (612) 371-3211
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, 300 shares $29.875 $8,962.50 $3.10
$.10 par value 239,700 shares 30.375 (1) 7,280,887.50 (1) 2,510.65
TOTAL: 240,000 shares $7,289,850.00 $2,513.75
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and low
transaction prices of the Company's Common Stock on March 26, 1996, as
reported on the Nasdaq SmallCap Market.
This Form S-8 consists of 11 pages (including exhibits). The index to exhibits
is set forth on page 7.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of
Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Company's Proxy Statement dated March 4, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.
Item 4. Description of Securities.
Authorized Capital Stock
The Company's Certificate of Incorporation authorizes the issuance of
5,000,000 shares of Common Stock, par value $.10. As permitted by New York law,
the Board of Directors of the Company may issue additional shares of stock up to
the total amount of Common Stock authorized without obtaining prior approval of
the shareholders.
Dividend Rights
The holders of Company Common Stock are entitled to receive dividends ratably
when and as declared by the Company's Board of Directors in its discretion.
Voting Rights
All voting rights are vested in the holders of Company Common Stock, each
share being entitled to one vote for each share on all matters presented to the
shareholders, except in the annual election of directors, where votes may be
cumulated. The Company's Certificate of Incorporation provides for two classes
of directors, with each class to be elected to two year terms expiring in
alternate years. This provision in the Certificate of Incorporation may, after
adoption of appropriate resolutions by the Board of Directors of the Company,
be deleted from the Certificate of Incorporation if the holders of seventy
percent of the Company's outstanding shares of Common Stock approve such a
proposal.
Pre-emptive Rights
The Certificate of Incorporation of the Company does not provide the
shareholders of the Company with pre-emptive rights.
Anti-takeover Provisions
Summary
The Certificate of Incorporation of the Company contains several provisions
designed to assure continuity of management and to discourage sudden changes
in control of the Board of Directors by a party seeking control of the Company.
The special provisions consist of the adoption of a classified board of
directors, the addition of special shareholder approval requirements for certain
business combinations, and the imposition of special shareholder approval
requirements for further amendments to the Certificate of Incorporation. Each
of these provisions is discussed individually below.
Classification of Board of Directors
Article VI of the Certificate of Incorporation provides for the division of
the Board of Directors into two approximately equal classes, designated Class
I and Class II. Each class of directors is elected for a term of two years.
As a result, only one class of directors will be elected at each annual
meeting of the shareholders of the Company. Any vacancy on the Board shall
be filled by a majority vote of the remaining directors of the class in which
this vacancy occurs. Directors elected in this manner to fill a vacancy will
serve only until the next election of the directors by the shareholders, at
which time the shareholders will elect a new director to serve the unexpired
portion of the vacated term.
This provision is designed to assure greater continuity in the management by
the Board of Directors by electing each director to a two year term and
electing only approximately one-half of the directors each year. This provision
would also extend the time required to change control of the Board and would
tend to discourage any unauthorized takeover bids for the Company. In addition,
because certain business combinations require more than a majority approval of
the Board, as described below, it may take consecutive annual meetings for a
controlling block of shareholders to obtain complete control of the Board and
of management.
Special Approval Requirements for Business Combinations
Under New York law, and in the absence of any additional requirements imposed
by a corporation's Certificate of Incorporation, mergers, consolidations and
most other business combinations may be approved by a simple majority vote of
the outstanding shares. Thus, a takeover bidder could acquire a majority of
the outstanding common stock through any combination of private purchase, open
market purchase or tender offer, and then complete the acquisition by a business
combination such as a merger, sale of assets or other transaction. Instead,
Article Seventh of the Certificate of Incorporation of the Company requires the
approval of the holders of 70% of the Company's outstanding Common Stock.
Absent special provision, a takeover bidder who has acquired control of the
Company would control both sides of the negotiations of a subsequent business
combination and would have sufficient votes to approve any such transaction
if a shareholder vote is required. As a result, substantial inequities could
be forced upon remaining shareholders. A shareholder in this situation may
ultimately face being squeezed out of the Company or forced into untimely sale
of his stock, in either event most likely at reduced value. Knowing this, a
shareholder may decide to accept the initial tender offer which the shareholder
may believe to be inadequate, out of concern to avoid being left at a
disadvantage in a subsequent business combination.
The additional requirements of Article Seventh are intended to encourage
potential takeover bidders to engage in negotiations with the Company Board of
Directors before attempting a takeover or acquiring a 10% interest in the
Company, and becoming a "Major Shareholder." If the bidder engages in such
negotiations, the Board believes it will have the bargaining power necessary
to ensure appropriate terms for any proposed business combination. This
bargaining power is a result of the imposition of four alternative requirements,
in addition to the requirements of 70% shareholder approval:
(1) The business combination must be approved by a majority of the Board prior
to the Major Shareholder becoming a Major Shareholder; or
(2) The Major Shareholder must obtain the unanimous prior approval of the Board
to become a Major Shareholder and a majority of the directors who held
their position before a Major Shareholder existed (the "Continuing
Directors") must approve the business combination; or
(3) The business combination must be approved by 70% of the Continuing
Directors; or
(4) The business combination must be approved by 70% of the outstanding common
stock not held by any Major Shareholder.
This Article is intended to encourage potential takeover bidders to engage in
negotiations with the Board before attempting a takeover of the Company. If
the bidder is unwilling to obtain prior Board approval or if the Board refuses
to grant approval, the Article is designed to permit directors and other
shareholders to retain authority to approve certain transactions. Depending
upon how many shares are held by a Major Shareholder, the business combination
could require approval of almost 100% of the outstanding shares of the Common
Stock. As a result, the Board and management may be able to veto any proposed
takeover by refusing to approve the proposed business combination and
obtaining sufficient votes to defeat the additional approval requirements.
Special Meeting of Shareholders
Article Eighth of the Certificate of Incorporation permits only the President
or the Board of Directors of the Company to call a special meeting of
shareholders.
This provision is again designed to encourage potential takeover bidders to
engage in negotiations with the Board of Directors before attempting a
takeover of the Company. If the potential takeover bidder is unwilling to
obtain prior approval of the Board of Directors, or if the Board refuses to
grant approval, this provision may extend the time required to effect any
change in control through a merger, dissolution, or similar transaction
requiring the approval of the shareholders. An increase in the amount of time
required to obtain control of the Company without the cooperation of the Board
may discourage certain tender offers, or permit additional time for
consideration of other proposals or a challenge to the tender offer.
Amendments
In the absence of special provisions, New York law would permit the amendment
of the Certificate of Incorporation of the Company upon the approval of a
simple majority of the outstanding Common Stock. Thus the special protective
provisions discussed above could be lost or circumvented by the actions of a
smaller number of shareholders than would be required to approve an action or
transaction in each category.
Instead, the Certificate of Incorporation adopts the same shareholder
approval requirement for amendments as that required for business combinations.
The general provision of Article Ninth of the Certificate of Incorporation and
the special provisions of Section 6 of Article Sixth and Part F of Article
Seventh require the affirmative vote of the holders of 70% of the outstanding
Common Stock in order to give effect to an amendment to the Certificate of
Incorporation. In addition, all amendments to the Certificate of Incorporation
other than to Article Sixth (Board of Directors) require the prior approval of
the Board of Directors, and amendments to Article Seventh (Business
Combinations) require the approval by at least 70% of the outstanding Common
Stock then officially owned by shareholders other than any Major Shareholder.
New York corporation law requires that the face or back of the Company stock
certificates contain explicit notice of the existence of the provision of the
Certificate of Incorporation requiring that certain transactions be approved by
more than a majority of the shareholders.
Liquidation Rights
In the event of liquidation, the shareholders of the Company are entitled to
receive pro rata any assets distributable to shareholders.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of the Company's bylaws, any person who at any time shall
serve as a director, officer or employee of the Company shall be indemnified
in accordance and to the full extent permitted by New York law. Under the New
York Business Corporation law, a corporation may indemnify any person made,
or threatened to be made, a party to an action or proceeding, whether civil
or criminal which any director or officer of the corporation served in any
capacity at the request of the corporation if such officer or director acted
in good faith for a person which he reasonably believed to be in the best
interest of the corporation and, in criminal actions or proceedings, in
addition had no reasonable cause to believe that his conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Page
4. 1996 Stock Option and Appreciation Rights Plan(1)
5. Opinion of Lindquist & Vennum P.L.L.P. 10
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in
Exhibit 5)
23.2 Consent of Arthur Andersen LLP 11
24. Power of Attorney
- included on signature page 9
_________________
(1) Incorporated by reference from Exhibit 10 (b) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
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 the registration statement, (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represents a fundamental change in information set forth in the
registration statement;
(iii) 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;
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 section 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 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.
(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
connected 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
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 Town of Oyster Bay and the State of New York on the 26th day
of March, 1996.
THE FIRST OF LONG ISLAND CORPORATION
By /s/ WILLIAM J. WHITE
William J. White, Vice President and Treasurer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
The undersigned officers and directors of The First of Long Island Corporation
hereby constitute and appoint J. William Johnson and William J. White, or
either of them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and 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 necessary or advisable to be done in and about the premises, 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 his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ J. WILLIAM JOHNSON Chairman, President and Chief
Executive Officer March 26, 1996
J. William Johnson (Principal Executive Officer)
/S/ WILLIAM J. WHITE Vice President and Treasurer March 26, 1996
(Principal Financial and
William J. White Accounting Officer)
/S/ PAUL T. CANARICK Director March 26, 1996
Paul T. Canarick
/S/ WILLIAM J. CATACOSINOS Director March 26, 1996
William J. Catacosinos
/S/ BEVERLY ANN GEHLMEYER Director March 26, 1996
Beverly Ann Gehlmeyer
/S/HOWARD THOMAS HOGAN, JR. Director March 26, 1996
Howard Thomas Hogan, Jr.
/S/ J. DOUGLAS MAXWELL, JR. Director March 26, 1996
J. Douglas Maxwell, Jr.
/S/ JOHN R. MILLER, III Director March 26, 1996
John R. Miller, III