Registration No. 333-_____
Filed June 10, 1997
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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Poughkeepsie Financial Corp.
(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 16-1518711
(State of incorporation) (IRS Employer Identification No.)
249 Main Mall
Poughkeepsie, New York 12601
(Address of principal executive offices, including zip code)
1985 Stock Option Plan, as amended,
1993 Directors' Stock Option Plan
and
1993 Stock Incentive Plan, as amended
(Full Title of the Plans)
Joseph B. Tockarshewsky Copies to:
President and Chief Executive Officer Hugh T. Wilkinson, Esq.
Poughkeepsie Financial Corp. Patricia J. Wohl, Esq.
249 Main Mall Elias, Matz, Tiernan & Herrick L.L.P.
Poughkeepsie, New York 12601 734 15th Street, N.W.
(914) 431-6200 Washington, D.C. 20005
(Name, address and telephone number of (202) 347-0300
agent for service)
Page 1 of 45 pages
Index to Exhibits is located on page six.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common Stock,
par value
$.01 1,275,994 $3.76(3) $4,797,737.44(3) $1,453.86
Common Stock,
par value
$.01 212,700 $6.56(4) $1,395,312.00(4) 422.82
--------- ------------ --------
Total 1,488,694(2) $6,193,049.44 $1,876.68
========= ============ ========
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(1) Represents shares of the common stock, $.01 par value per share ("Common
Stock"), of Poughkeepsie Financial Corp. (the "Company" or "Registrant"),
reserved for issuance pursuant to the Poughkeepsie Savings Bank, FSB (the
"Bank") 1985 Stock Option Plan, as amended, the 1993 Directors' Stock
Option Plan and the 1993 Stock Incentive Plan, as amended (collectively,
the "Plans").
(2) Represents shares currently reserved for issuance pursuant to the Plans.
(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average exercise
price for options to purchase 1,275,994 shares of Common Stock which have
been granted under the Plans as of the date hereof but not yet exercised.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for 212,700 shares for which
stock options have not been granted under the Plans is equal to the average
of the high and low prices of the Common Stock of the Company on June 4,
1997 on the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
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PART I*
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Bank's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997.
(c) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the period covered by the Form 10-Q referred to in
clause (b) above.
(d) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-B filed with the Commission
on May 23, 1997.
(e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
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Any statement contained in this Registration Statement, 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Bylaws provides as follows:
Article VI. INDEMNIFICATION, ETC. OF DIRECTORS,
OFFICERS AND EMPLOYEES.
6.1 Indemnification. The Corporation shall 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, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the Corporation or any predecessor of the Corporation, or
is or was serving at the request of the Corporation or any predecessor of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized by Section
145(a)-(d) of the General Corporation Law of the State of Delaware, provided
that the Corporation shall not be liable for any amounts which may be due to any
person in connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without its prior
written consent.
6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by
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or on behalf of such person to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
Under Section 145(a)-(d) of the Delaware General Corporation Law as
currently in effect, other than in actions brought by or in the right of the
Company, such indemnification would apply if it was determined in the specific
case that the proposed indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, if he or she had no reasonable
cause to believe that his or her conduct was unlawful. In actions brought by or
in the right of the Company, such indemnification would probably be limited to
reasonable expenses (including attorneys' fees), and would apply if it were
determined in the specific case that the proposed indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company, except that no indemnification may be made with
respect to any claim, issue or matter as to which such person is adjudged liable
to the Company unless, and only to the extent that, the Delaware Court of
Chancery or the court in which that action was brought determines upon
application that, in view of all the circumstances of the case, the proposed
indemnitee is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper. To the extent that any director, officer, employee or
agent of the Company has been
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successful on the merits or otherwise in defense of any proceeding, he or she
must be indemnified against reasonable expenses incurred by him or her in
connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
No. Exhibit
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
10.1 Poughkeepsie Savings Bank, FSB 1985 Stock Option Plan, as amended
10.2 Poughkeepsie Savings Bank, FSB 1993 Directors' Stock Option Plan
10.3 Poughkeepsie Savings Bank, FSB 1993 Stock Incentive Plan, as
amended
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
Item 9. Undertakings.
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
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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 in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act 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.
4. That, for the 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 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.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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 Poughkeepsie, New York, on this 27th day of May 1997.
POUGHKEEPSIE FINANCIAL CORP.
By:/s/ Joseph B. Tockarshewsky
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Joseph B. Tockarshewsky, Chairman
of the Board, President 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. Each person whose signature appears
below hereby makes, constitutes and appoints Joseph B. Tockarshewsky his or her
true and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
/s/ Joseph B. Tockarshewsky May 27, 1997
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Joseph B. Tockarshewsky
Chairman of the Board, President and
Chief Executive Officer
/s/ Robert J. Hughes May 27, 1997
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Robert J. Hughes
Director, Executive Vice President and
Chief Financial Officer
/s/ Noel deCordova, Jr. May 27, 1997
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Noel deCordova, Jr.
Director
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/s/ Burton Gold May 27, 1997
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Burton Gold
Director
/s/ Jeh V. Johnson May 27, 1997
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Jeh V. Johnson
Director
/s/ Henry C. Meagher May 27, 1997
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Henry C. Meagher
Director
/s/ Robert M. Perkins May 27, 1997
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Robert M. Perkins
Director
/s/ Elizabeth K. Shequine May 27, 1997
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Elizabeth K. Shequine
Director
/s/ James V. Tomai, Jr. May 27, 1997
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James V. Tomai, Jr.
Director
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