As filed with the Securities and Exchange Commission on June __, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FINANCIAL INSTITUTIONS, INC.
(exact name of registrant as specified in its charter)
NEW YORK 16-0816610
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
220 Liberty Street, Warsaw, New York 14569
(Address of Principal Executive Offices) (Zip Code)
FINANCIAL INSTITUTIONS, INC. 1999 DIRECTORS' STOCK INCENTIVE PLAN
FINANCIAL INSTITUTIONS, INC. 1999 MANAGEMENT STOCK INCENTIVE PLAN
FINANCIAL INSTITUTIONS, INC. NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
(Full title of the Plan(s))
Peter G. Humphry
Financial Institutions, Inc.
220 Liberty Street
Warsaw, New York 14569
(716) 786-1100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Justin P. Doyle
Nixon Peabody LLP
P.O. Box 31051
Rochester, New York 14603-1051
(716) 263-1000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered(1) Registered(1) share(2) Price(2) Fee
- ------------- ------------- ---------- ---------- ------------
Common Stock
$.01 par value 296,142 $14.00 $4,145,988 $1,945.54
22,900 $14.00 $320,600 $84.64
111 $11.75 $1,304.25 $0.34
3,000 $13.13 $39,375 $10.39
26,777 $12.68 $339,532 $89.69
1,286,423 $13.97 $17,971,329 $4,744.43
-2-
(1) This Registration Statement also covers any additional shares of the
Registrant's Common Stock which become issuable under the Registrant's 1999
Directors' Stock Incentive Plan, 1999 Management Stock Incentive Plan or
Non-Employee Directors' Compensation Plan with respect to the securities
registered hereunder by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected which results in an
increase in the number of the Registrant's outstanding shares of Common Stock
without the Registrant's receipt of consideration.
(2)Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) and based upon the average of the high and low prices for the
registrant's Common Stock on Nasdaq National Market System reported as of June
29, 2000.
Approximate date of commencement of the proposed issuance of the securities to
the public: From time to time after the Registration Statement becomes
effective.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Financial
Institutions, Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934.
(b) All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 since December 31, 1999,
including specifically, but not limited to, the Company's Form 10-K for the year
ended December 31, 1999, the Company's Quarterly Reports on Form 10-Q for the
quarterly period ending March 31, 2000.
(c) The description of the Company's Common Stock contained in the
Company's registration statement filed under Section 12 of the Securities and
Exchange Act, including all amendments or reports filed for the purpose of
updating such description.
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 subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
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 New York Business Corporation Law (the "BCL") provides that if a
derivative action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
corporation.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
Article V, Section I of the Company's By-Laws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Sections 722-723
of the BCL.
Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. Article V, Section 5 indicates that the Company may,
but need not, maintain insurance insuring the Corporation or persons entitled to
indemnification under Section 1 of Article V of the By-Laws for liabilities
against which they are entitled to indemnification under Article V of the
By-Laws or insuring such persons for liabilities against which they are not
entitled to indemnification under Article V of the By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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 ofthe 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.
(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 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 herein, 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 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
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 Warsaw, State of New York, on the 28th day of June,
2000.
FINANCIAL INSTITUTIONS, INC.
By: /s/ Peter G. Humphrey
--------------------------------------
President and Chief Executive Officer
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Peter G. Humphry, and Ronald A.
Miller, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to the Registration Statement, 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
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that each
said attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
/s/ Peter G. Humphrey Principal Executive June 30, 2000
- ---------------------------- Officer and
Peter G. Humphrey Director
/s/ Ronald A. Miller Principal Financial Officer June 30, 2000
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Ronald A. Miller
/s/ Steven S. Perl Controller June 30, 2000
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Steven S. Perl
/s/ W.J. Humphrey, III Director June 28, 2000
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W. J. Humphrey, III
/s/ Bryan G. vonHamann Director June 28, 2000
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Bryan G. vonHamann
____________________________ Director June __, 2000
John R. Tyler, Jr.
____________________________ Director June __, 2000
James H. Wyckoff
/s/ Jon J. Cooper Director June 28, 2000
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Jon J. Cooper
/s/ Samuel M. Gullo Director June 28, 2000
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Samuel M. Gullo
____________________________ Director June __, 2000
W. J. Humphrey, Jr.
/s/ Thomas L. Kime Director June 27, 2000
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Thomas L. Kime
/s/ Barton P. Dambra Director June 28, 2000
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Barton P. Dambra
____________________________ Director June __, 2000
Donald G. Humphrey
/s/ H. Jack South Director June 28, 2000
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H. Jack South
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- ---------
4.1 Financial Institutions, Inc Incorporated by reference
1999 Directors' Stock to Exhibit 3.1 to the
Incentive Plan Company's Annual Report
filed on Form 10-K on
March 28, 2000
4.2 Financial Institutions, Inc Incorporated by referennce
1999 Management Stock to Exhibit 3.2 to the
Incentive Plan Company's Annual Report
filed on Form 10-K on March
28, 2000
4.3 Non-Employee Directors' Filed Herewith
Compensation Plan
5.1 Opinion of Nixon Peabody LLP Filed Herewith
as to legality of the Plan and the
Common Stock
23.1 Consent of Nixon Peabody LLP Contained in opinion filed
as Exhibit 5.1 to this
Registration Statement
23.2 Consent of KPMG LLP Filed Herewith
independent accountants