As filed with the Securities and Exchange Commission on June 13, 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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DIME COMMUNITY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11 - 3297463
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
209 Havemeyer Street
Brooklyn, New York 11211
(718) 782-6200
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
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DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION
PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
AND
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES OF DIME COMMUNITY BANCORP, INC.
(FULL TITLE OF THE PLAN)
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Mr. Vincent F. Palagiano
Chairman of the Board and Chief Executive Officer
Dime Community Bancorp, Inc.
209 Havemeyer Street
Brooklyn, New York 11211
(718) 782-6200
Copy to:
W. Edward Bright, 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 2,036,650 shares ----- $31,531,706 $9,555
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(1) Based on the number of shares of common stock of Dime Community
Bancorp, Inc. (the "Company") reserved for issuance upon exercise of
options granted pursuant to the Dime Community Bancorp Inc. 1996 Stock
Option Plan for Outside Directors, Officers and Employees, and
authorized for awards under the Recognition and Retention Plan for
Outside Directors, Officers and Employees of Dime Community Bancorp,
Inc. ("Plans"). In addition to such shares, this registration statement
also covers an undetermined number of shares of common stock of the
Company that, by reason of certain events specified in the Plans, may
become issuable upon exercise of options or grant of awards through the
application of certain anti-dilution provisions.
(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 restricted shares
and shares that may be acquired upon exercise of options granted in the
future are deemed to be offered at $18.125 per share, the average of
the daily high and low sales prices of common stock of the Company on
the Nasdaq Stock Market at the close of trading on June 10, 1997.
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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 employees 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. 0-27782) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996, which was filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated February 15, 1996;
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1996, December 31, 1996 and March
31, 1997;
(4) the Registrant's Current Reports on Form 8-K, dated July 11,
1996 (as amended on September 9, 1996) and May 27, 1997, filed
by the Registrant pursuant to Section 13 of the Exchange Act;
and
(5) the Registrant's Proxy Statement for its Annual Meeting of
Shareholders held on December 17, 1996, filed by the
Registrant pursuant to section 14 of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended June 30, 1996
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.
Dime Community Bancorp, 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 the Human Resources Department, Dime Community Bancorp, Inc., 209
Havemeyer Street, Brooklyn, New York 11211. Telephone requests may be directed
to (718) 782-6200.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good
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faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such person against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed action or suit if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.
Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.
The Company has entered into an Employment Agreement dated
June 26, 1996 with each of Vincent F. Palagiano, Michael P. Devine and Kenneth
J. Mahon pursuant it has undertaken contractually to provide indemnification and
insurance coverage in the manner described above.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Dime Community Bancorp Inc. 1996 Stock Option Plan for Outside
Directors, Officers and Employees, as amended.
4.2 Recognition and Retention Plan for Outside Directors, Officers
and Employees of Dime Community Bancorp, Inc., as amended.
4.3 Form of Stock Option Agreement for Outside Directors under the
Dime Community Bancorp, Inc. 1996 Stock Option Plan for
Outside Directors, Officers and Employees.
4.4 Form of Stock Option Agreement for Officers and Employees
under the Dime Community Bancorp, Inc. 1996 Stock Option Plan
for Outside Directors, Officers and Employees.
4.5 Form of Award Notice for Outside Directors under the
Recognition and Retention Plan for Outside Directors, Officers
and Employees of Dime Community Bancorp, Inc.
4.6 Form of Award Notice for Officers and Employees under the
Recognition and Retention Plan for Outside Directors, Officers
and Employees of Dime Community Bancorp, Inc.
4.7 Certificate of Incorporation of Dime Community Bancorp, Inc.,
incorporated by reference to the Registrant's Registration
Statement on Form S-1, dated December 22, 1995, as amended
(Registration No. 33- 80735).
4.8 Amended and Restated Bylaws of Dime Community
Bancorp, Inc., incorporated by reference to the
Registrant's Quarterly Report on Form 10- Q for the
quarter ended December 31, 1996, which was filed with
the Commission pursuant to the Securities Exchange
Act of 1934, as amended.
5.1 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 Deloitte & Touche 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:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(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 15(d) of the Exchange Act that are incorporated by reference 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 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
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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 the Form S-8 and has duly authorized, in the City of
New York, State of New York on June 13, 1997,
DIME COMMUNITY BANCORP, INC.
(Registrant)
By: /s/ Vincent F. Palagiano
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Vincent F. Palagiano
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/ VINCENT F. PALAGIANO Chairman of the Board and Chief June 13, 1997
- -----------------------------Executive Officer
Vincent F. Palagiano (Principal executive officer)
/s/ MICHAEL P. DEVINE President, Chief Operating Officer June 13, 1997
- -----------------------------and Director
Michael P. Devine
/s/ KENNETH J. MAHON Executive Vice President, Chief June 13, 1997
- -----------------------------Financial Officer and Secretary
Kenneth J. Mahon (Principal financial officer)
/s/ ANTHONY BERGAMO Director June 13, 1997
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Anthony Bergamo
/s/ GEORGE L. CLARK, JR. Director June 13, 1997
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George L. Clark, Jr.
/s/ STEVEN D. COHN Director June 13, 1997
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Steven D. Cohn
/s/ PATRICK E. CURTIN Director June 13, 1997
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Patrick E. Curtin
Signature Title Date
--------- ----- ----
/s/ JOSEPH H. FARRELL Director June 13, 1997
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Joseph H. Farrell
/s/ FRED P. FEHRENBACH Director June 13, 1997
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Fred P. Fehrenbach
/s/ JOHN J. FLYNN Director June 13, 1997
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John J. Flynn
/s/ MALCOLM T. KTSON Director June 13, 1997
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Malcolm T. Kitson
/s/ STANLEY MEISELS Director June 13, 1997
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Stanley Meisels
/s/ LOUIS V. VARONE Director June 13, 1997
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Louis V. Varone