SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JSB FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-3000874
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
303 Merrick Road Lynbrook, New York 11563
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
New York Stock Exchange
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(Name of exchange on which each class is to be registered)
Common Stock, Par Value $.01 per share
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The capital stock of JSB Financial, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc.
(the "Exchange"), is the Registrant's Common Stock (the "Common Stock")
having a par value of $.01 per share and preferred stock having a par
value of $.01 per share (the "Preferred Stock").
Common Stock
Dividends. The Company can pay dividends out of statutory
surplus or from certain net earnings if, as and when declared by its
Board of Directors. The payment of dividends by the Company is subject
to limitations which are imposed by law and applicable regulation. The
holders of Common Stock of the Company will be entitled to receive and
share equally in such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor. If
the Company issues Preferred Stock, the holders thereof may have a
priority over the holders of the Common Stock with respect to
dividends.
Voting Rights. The holders of Common Stock of the Company
possess exclusive voting rights in the Company. They elect the
Company's Board of Directors and act on such other matters as are
required to be presented to them under Delaware law or as are otherwise
presented to them by the Board of Directors. Except as discussed under
"Restrictions on Acquisition" herein, each holder of Common Stock will
be entitled to one vote per share and will not have any right to
cumulate votes in the election of directors. If the Company issues
Preferred Stock, holders of the Preferred Stock may also possess voting
rights. Certain matters require an 80% stockholder vote.
Voting rights in the capital stock of Jamaica Savings Bank FSB
(the "Bank") vest exclusively with the Company and are voted at the
direction of the Company's Board of Directors. Consequently, the
holders of the Common Stock do not have direct control of the Bank.
Liquidation. In the event of any liquidation, dissolution or
winding up of the Bank, the Company, as holder of the Bank's capital
stock would be entitled to receive, after payment or provision for
payment of all debts and liabilities of the Bank (including all deposit
accounts and accrued interest thereon) and after distribution of the
balance in the special liquidation account to Eligible Account Holders,
(See Note 17 to the 1996 Consolidated Financial Statements included in
the Annual Report, page 35) all assets of the Bank available for
distribution. In the event of liquidation, dissolution or winding up of
the Company, the holders of its Common Stock would be entitled to
receive, after payment or provision for payment of all its debts and
liabilities, all of the assets of the Company available for
distribution. If Preferred Stock is issued, the holders thereof may
have a priority over the holders of the Common Stock in the event of
liquidation or dissolution.
Preemptive Rights. Holders of the Common Stock of the Company
will not be entitled to preemptive rights with respect to any shares
which may be issued. The Common Stock is not subject to redemption.
Preferred Stock
None of the 15,000,000 shares of the Company's authorized
Preferred Stock is issued. Such stock may be issued with such
preferences and designations as the Board of Directors may determine
from time to time. The Board of Directors may without stockholder
approval, issue Preferred Stock with voting, dividend, liquidation and
conversion rights which could adversely affect the voting power of the
holders of the Common Stock and may assist management in impeding an
unfriendly takeover or attempted change in control.
Restrictions on Acquisition
Acquisitions of the Company may be restricted by provisions in
its Certificate of Incorporation and by various regulatory agencies.
Certain provisions of the Company's Certificate of
Incorporation and Bylaws were designed to make the Company a less
attractive target for acquisition by an outsider who does not have the
support of the Company's directors. Among other things, these
provisions: (1) generally place limitations on voting rights such that
in no event shall any record owner of any outstanding Common Stock
which is beneficially owned, directly or indirectly, by a person who
beneficially owns in excess of 10% of the then outstanding shares of
Common Stock (the "Limit") be entitled or permitted to any vote in
respect of the shares held in excess of the Limit; (2) divide the
Company's Board of Directors into three classes, each of which shall
contain approximately one-third of the whole number of the members of
the Board, each director is elected for a three year term. The size of
the Board shall be determined by a majority of the directors; (3)
stipulate that a director may be removed from the Board of Directors
prior to the expiration of his/her term only for cause, upon the vote
of 80% of the outstanding shares of voting stock; (4) do not provide
for cumulative voting for any purpose; (5) stipulate that special
meetings of stockholders of the Company may be called only by the Board
of Directors of the Company; (6) stipulate that action required or
permitted to be taken by the stockholders of the Company may be taken
only at an annual or special meeting and prohibits stockholder action
by written consent in lieu of a meeting; (7) authorize the issuance of
30,000,000 shares of Common Stock and 15,000,000 shares of Preferred
Stock which may, among other things, be used by the Board of Directors
consistent with its fiduciary duty to deter future attempts to gain
control of the Company; (8) give the Board of Directors sole authority
to determine the terms of any one or more series of Preferred Stock,
including voting rights, conversion rates and liquidation preferences;
(9) require the approval of the holders of at least 80% of the
Company's outstanding shares of voting stock to approve certain
"Business Combinations," as defined in the Company's Certificate of
Incorporation, and related transactions; and (10) require a stockholder
who intends to nominate a candidate for election to the Board of
Directors, or to raise new business at a stockholder meeting to give at
least 90 days' advance notice to the Secretary of the Company. In the
event that less than 100 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the
stockholders to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was
made.
While the forgoing provisions will not necessarily prevent
take-over attempts, they should discourage an attempt to obtain control
of the Company in a transaction not approved by the Company's Board of
Directors by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining
stockholders of the Company.
The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being
hereinafter referred to as a "Preferred Stock Designation"), to
establish from time to time the number of shares to be included in each
such series, and to fix the designation, powers, preferences, and
rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number
of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote
of any such holders is required pursuant to the terms of any Preferred
Stock Designation.
ITEM 2. EXHIBITS
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All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
JSB Financial, Inc.
(Registrant)
Date July 1, 1997 By Park T. Adikes
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Park T. Adikes
Chairman of the Board and
Chief Executive Officer