As filed with the Securities and Exchange Commission on July 22, 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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ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 14-1801465
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
52 North Main Street, Gloversville, New York 12078-3084
(Address of principal executive offices) (Zip Code)
GLOVERSVILLE FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) PROFIT SHARING PLAN
AND TRUST
(Full title of the plan)
Kip A. Weissman, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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Common Stock, par
value $.01 per share 20,000 shares(1) $13.625(2) $272,500(2) $81.00(2)
Interests in Plan(3) N/A(3) N/A N/A N/A(3)
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(1) Estimated maximum aggregate number of shares of Adirondack
Financial Services Bancorp, Inc. (the "Company") common stock
purchasable with employee and employer contributions under the Plan
during the next 36 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose
of calculating the registration fee at $13.625 per share, which
was the average of the high and low prices per share of the Company's
common stock on July 20, 1998.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein. In accordance with Rule
457(h)(2) no separate fee calculation is made for plan interests.
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 Gloversville Federal
Savings and Loan Association 401(k) Profit Sharing Plan and Trust (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 Adirondack
Financial Services Bancorp, 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 prospectus contained in the Company's Registration Statement on Form
S-1 filed on January 2, 1998 (Registration No. 333-43697), as amended
by Pre-Effective Amendment No. 1 to Form S-1 filed on February 7, 1998
and Pre-Effective Amendment No. 2 to Form S-1 filed on February 11,
1998;
(b) all reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act through the date hereof; and
(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. 000-29666) filed with the Commission on February 11, 1998 and
all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company or the Plan 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 Menzo D. Case, Executive Vice President, Chief Operating Officer,
Secretary and Treasurer, 52 North Main Street, Gloversville, New York 12078-
3084, telephone number (518) 725-6331.
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 proceedings 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.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities.
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
- ---------- ---------------------------- ----------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of *
Adirondack Financial Service
Bancorp, Inc.
Bylaws of Adirondack Financial Services **
Bancorp, Inc.
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of KPMG Peat Marwick LLP 23.2
24 Power of Attorney Contained on
Signature Page
99.1 Gloversville Federal Savings and ***
Loan Association 401(k) Profit Sharing
Plan and Trust (the "Plan")
99.2 Form 5500-C/R for the Plan ****
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* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-43697).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-43697).
*** Incorporated herein by reference to Exhibit A to the prospectus
supplement included in Pre-Effective Amendment No. Two to the Company's
Registration Statement on Form S-1. (Registration No. 333-43697)
****Incorporated herein by reference to Exhibit B to the prospectus
supplement included in Pre-Effective Amendment No. Two to the
Company's Registration Statement on Form S-1. (Registration No. 333-
43697)
The Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
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 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 Gloversville, State of New York on
July 21, 1998.
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
By: /s/ Lewis E. Kolar
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Lewis E. Kolar, President and Chief Executive
Officer (Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lewis E. Kolar,
his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him 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 said
attorney-in-fact and agent 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 below by the
following persons in the capacities and on the dates indicated.
/s/ Richard D. Ruby /s/ Lewis E. Kolar
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Richard D. Ruby, Chairman of the Board Lewis E. Kolar, President, Chief Executive
Officer and Director (Principal Executive
and Operating Officer)
Date: July 21, 1998 Date: July 21, 1998
/s/ Priscilla J. Bell /s/ Timothy E. Delaney
- -------------------------------------- ------------------------------------------
Priscilla J. Bell, Director Timothy E. Delaney, Director
Date: July 21, 1998 Date: July 21, 1998
/s/ Donald I. Lee /s/ Menzo D. Case
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Donald I. Lee, Director Menzo D. Case, Executive Vice President,
Chief Operating Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer)
Date: July 21, 1998 Date: July 21, 1998
/s/ Robert J. Sofarelli
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Robert J. Sofarelli, Director
Date: July 21, 1998
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Gloversville, State of New York, on
July 21, 1998.
Gloversville Federal Savings and Loan Association
401(k) & Profit Sharing Plan and Trust
/s/ Lewis E. Kolar /s/ Menzo D. Case
- ---------------------------------- ----------------------------------
Lewis E. Kolar Menzo D. Case
Member, Administrative Committee Member, Administrative Committee
Date: July 21, 1998 Date: July 21, 1998
/s/ Shannon Stergas
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Shannon Stergas
Member, Administrative Committee
Date: July 21, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
EXHIBIT INDEX
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ---------- ---------------------------- ----------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of *
Adirondack Financial Service
Bancorp, Inc.
Bylaws of Adirondack Financial Services **
Bancorp, Inc.
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of KPMG Peat Marwick LLP 23.2
24 Power of Attorney Contained on
Signature Page
99.1 Gloversville Federal Savings and ***
Loan Association 401(k) Profit Sharing
Plan and Trust (the "Plan")
99.2 Form 5500-C/R for the Plan ****
____________
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-43697).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-43697).
*** Incorporated herein by reference to Exhibit A to the prospectus
supplement included in Pre-Effective Amendment No. Two to the Company's
Registration Statement on Form S-1. (Registration No. 333-43697)
****Incorporated herein by reference to Exhibit B to the prospectus
supplement included in Pre-Effective Amendment No. Two to the
Company's Registration Statement on Form S-1. (Registration No. 333-
43697)