As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-________
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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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AMBANC HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware 14-1783770
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 Division Street, Amsterdam, New York 12010-4303
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(Address of principal executive offices) (Zip Code)
AMBANC HOLDING CO., INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
James S. Fleischer, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue, NW
Washington, DC 20005
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(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price(2) fee(2)
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Common Stock, par
value $.01 per share 216,890 shares $19.50 $4,229,355 $1,248
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement covers, in addition to the number of
shares set forth above, an indeterminate number of shares which, by
reason of certain events specified in the Plan, may become subject
to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, at $19.50 per share, which was the
average of the high and low prices per share of the Common Stock on
the Nasdaq Stock Market on April 22, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Ambanc Holding
Co., Inc. Recognition and Retention Plan (the "Plan") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Ambanc
Holding Co., Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement and the
Prospectus to which this Registration Statement relates (the
"Prospectus"), which Prospectus has been or will be delivered to the
participants in the Plan covered by this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-27306) filed pursuant to Rule 13a-1
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to above;
(c) the description of the common stock, par value $.01 per share, of
the Company contained in the Company's Registration Statement on
Form 8-A (File No. 0-27306) filed on October 20, 1995, and all
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission 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 hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and the
Prospectus and to be a part hereof and thereof from the date of the
filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes of
this Registration Statement and the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference
herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to whom
the Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents incorporated by reference,
other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Secretary, Ambanc Holding
Co., Inc., 11 Division Street, Amsterdam, New York 12010-4303, telephone
number (518) 842-7200.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied
by contract or bylaw. Article ELEVENTH also provides for the authority
to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers, when
made, or threatened to be made, parties to certain proceedings by reason
of such status with the corporation, against judgments, fines,
settlements and expenses, including attorneys' fees. In addition, under
certain circumstances such persons may be indemnified against expenses
actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request
of the corporation, when such persons are made, or threatened to be
made, parties to certain proceedings by reason of such status, against
judgments, fines, settlements and expenses, including attorneys' fees;
and under certain circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such
person (i) was acting in good faith, (ii) was acting in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or other corporation or enterprise, as appropriate,
(iii) with respect to a criminal proceeding, had no reasonable cause to
believe his conduct was unlawful, and (iv) was not adjudged to be liable
to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly
and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible
because the person being indemnified has met the requisite standard of
conduct. Such determination may be made (i) by the corporation's board
of directors by a majority vote of a quorum consisting of directors not
at the time parties to such proceeding; or (ii) if such a quorum cannot
be obtained or the quorum so directs, then by independent legal counsel
in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation in
advance of the final disposition of such proceeding upon the receipt of
an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
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4.1 Specimen form of common stock *
certificate of Ambanc Holding Co., Inc.
4.2 Certificate of Incorporation *
of Ambanc Holding Co., Inc.
4.3 Bylaws of Ambanc Holding Co., Inc. *
5 Opinion of Silver, Freedman Attached as Exhibit 5
& Taff, L.L.P.
23.1 Consent of Silver, Freedman Contained in Exhibit 5
& Taff, L.L.P.
23.2 Consent of KPMG Peat Marwick LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature
Page
99 Ambanc Holding Co., Inc. Recognition Attached as Exhibit 99
and Retention Plan
* Filed as exhibits to the Registrant's Registration Statement on Form
S-1 (File No. 33-96654) filed with the Commission on September 7,
1995 pursuant to the Securities Act of 1933. All of such previously
filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
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 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;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(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 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 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 of expenses
incurred or paid by a director, officer or controlling person 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
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 the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Amsterdam,
State of New York, on April 24, 1998.
AMBANC HOLDING CO., INC.
By: /S/ ROBERT J. BRITTAIN
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ROBERT J. BRITTAIN, President and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Brittain, his true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, 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 this Registration Statement, and to file the same, with
all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all said attorney-in-fact and agent or
his substitutes or substitute 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 below by the following persons in
the capacities and on the date indicated.
/S/ ROBERT J. BRITTAIN /S/ PAUL W. BAKER
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ROBERT J. BRITTAIN PAUL W. BAKER
President, Chief Executive Chairman of the Board and Director
Officer and Director
(Principal Executive Officer)
Date: April 24, 1998 Date: April 24, 1998
/S/ JOHN J. DALY
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LAUREN T. BARNETT JOHN J. DALY
Director Director
Date: Date: April 24, 1998
/S/ ROBERT J. DUNNING, D.D.S. /S/ LIONEL H. FALLOWS
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ROBERT J. DUNNING, D.D.S. LIONEL H. FALLOWS
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ MARVIN R. LEROY, JR. /S/ CHARLES S. PEDERSON
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MARVIN R. LEROY, JR. CHARLES S. PEDERSON
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ CARL A. SCHMIDT, JR. /S/ WILLIAM A WILDE, JR.
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CARL A. SCHMIDT, JR. WILLIAM A. WILDE, JR.
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ HAROLD A. BAYLOR, JR.
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HAROLD A. BAYLOR, JR.
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
Date: April 24, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBANC HOLDING CO., INC.
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EXHIBIT INDEX
Exhibit
Number Document
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5 Opinion of Silver, Freedman & Taff, L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
99 Ambanc Holding Co., Inc. Recognition
and Retention Plan