As filed with the Securities and Exchange Commission on
January 31, 1997 REGISTRATION NO.
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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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JSB FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-300874
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
303 MERRICK ROAD
LYNBROOK, NEW YORK 11563-2574
(516) 887-7000
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
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JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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Park T. Adikes
Chairman of the Board and Chief Executive Officer
303 Merrick Road
Lynbrook, New York 11563-2574
(516) 887-7000
Copy to:
Lisa M. Miller, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
AND AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered(1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee
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Common Stock, $0.01 par value 800,000 shares $38.00 $28,754,375 $8,713.45
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(1) Based on the number of shares of common stock of JSB Financial, Inc.
("JSBF") currently reserved for issuance under the JSB Financial, Inc.
1996 Stock Option Plan ("Plan"). In addition to such shares, this
registration statement also covers an undetermined number of shares of
common stock of JSBF that, by reason of certain events specified in the
Plan, may become issuable under the Plan or options to purchase shares
of JSBF common stock ("Options") granted thereunder.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which shares subject to outstanding Options are deemed to be offered at
the prices at which such Options may be exercised and shares that may
be acquired through the exercise of Options granted in the future are
deemed to be offered at $36.75 per share, the average of the bid and
ask prices of JSBF common stock at the close of the day on January 28,
1997 as reported on the Nasdaq National Market. In January, 1996,
165,000 Options with an exercise price of $31.625 per share were
granted under the Plan, and in January, 1997, 160,000 Options with an
exercise price of $38.00 per share were granted under the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to participants as specified by Rule
428(b)(1). Such document need not be filed with the Commission either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 000-21628) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form S-1 filed on March 16, 1990, Registration No.
33-33821, and any amendments thereto;
(3) the Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996; and
(4) the JSB Financial, Inc. Proxy Statement dated March 29, 1996
for the Annual Meeting of Shareholders held on May 14, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein 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 statement contained herein or
in any document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Thomas
R. Lehmann, Senior Vice President, Chief Financial Officer, JSB Financial, Inc.,
303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation
of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the GCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the GCL, the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its final disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover
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an advancement of expenses), the indemnitee shall be entitled to be paid also
the expenses of prosecuting (or defending) such suit. In any such suit, it shall
be a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSB Financial, Inc. and its subsidiaries through
Continental Casualty Co. for a one year policy term ending September 18, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSB Financial, Inc. pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 JSB Financial, Inc. 1996 Stock Option Plan
4.2 Forms of Option Agreements for Employees and
Directors under the Plan
4.3 Certificate of Incorporation of JSB Financial, Inc.,
incorporated by reference to the Registrant's
Registration Statement on Form S-1 filed on March 16,
1990, Registration No. 33-33821, and any amendments
thereto.
4.4 By-Laws of JSB Financial, Inc., incorporated by
reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995,
which was filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended.
5. Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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: 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;
(2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for 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, where applicable, each filing of an employee benefit 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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a- 3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent
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or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. 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 for 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
Pursuant to the requirements of the Securities Act, 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 Village of Lynbrook, State of New York on the 31st day of
January, 1997.
JSB Financial, Inc.
(Registrant)
By:/s/ Park T. Adikes
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Park T. Adikes
Chairman of the Board 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.
SIGNATURE TITLE DATE
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/s/Park T. Adikes
- ---------------------------------------------- Chairman of the Board and Chief January 31, 1997
Park T. Adikes Executive Officer (Principal Executive
Officer) and Director
/s/Thomas R. Lehmann
- ---------------------------------------------- Senior Vice President, Chief Financial January 23, 1997
Thomas R. Lehmann Officer (Principal Financial and
Accounting Officer)
/s/Edward P. Henson
- ---------------------------------------------- President and Director January 29, 1997
Edward P. Henson
- ---------------------------------------------- Director __________, 1997
Joseph J. Blaine
- ---------------------------------------------- Director __________, 1997
Joseph C. Cantwell
- ---------------------------------------------- Director __________, 1997
Howard J. Dirkes, Jr.
/s/James E. Gibbons, Jr.
- ---------------------------------------------- Director January 29, 1997
James E. Gibbons, Jr.
/s/Alfred F. Kelly
- --------------------------------------------- Director January 29, 1997
Alfred F. Kelly
/s/Richard W. Meyer
- -------------------------------------------- Director Janaury 29, 1997
Richard W. Meyer
/s/Arnold B. Pritcher
- -------------------------------------------- Director Janaury 29, 1997
Arnold B. Pritcher
/s/Paul R. Screvane
- -------------------------------------------- Director January 29, 1997
Paul R. Screvane
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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4.1 JSB Financial, Inc. 1996 Stock Option Plan..............................................
4.2 Forms of Option Agreements for Employees and Directors under the
Plan....................................................................................
4.3 Certificate of Incorporation of JSB Financial, Inc., incorporated by
reference to the Registrant's Registration Statement on Form S-1, filed
on March 16, 1990, Registration No. 33-33821, and any amendments
thereto.................................................................................
4.4 By-Laws of JSB Financial, Inc., incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which was filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended......................................
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the
legality of the securities being registered.............................................
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).......................
23.2 Consent of KPMG Peat Marwick LLP........................................................
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