As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. ________
_____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
DIME BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
589 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
DIME BANCORP, INC. STOCK INCENTIVE PLAN and
DIME BANCORP, INC. 1991 STOCK INCENTIVE PLAN
(Full Title of the Plans)
GENE C. BROOKS, ESQ.
Dime Bancorp, Inc.
589 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)
(212) 326-6170
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of Proposed
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Offering Registration
Registered Registered Price per Share* Price* Fee
- ----------------------------------------------------------------------------------
Common Stock,
par value $0.01 1,500,000** $12.0625 $18,093,750.00 $6,239.22
- -----------------------------------------------------------------------------------
* In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price
and Registration Fee have been computed as follows: (a) the price per share of
the Common Stock of Dime Bancorp, Inc. (the "Company") has been based on the
average of the high and low prices for the Common
Page 1 of 23
Stock of the Company as reported on the New York Stock Exchange on May 22, 1996,
and (b) using such price per share, the aggregate amount of the Offering Price
was then calculated on the basis of the aggregate amount of shares of Common
Stock of the Company issuable in connection with the Dime Bancorp, Inc. Stock
Incentive Plan and Dime Bancorp, Inc. 1991 Stock Incentive Plan.
** This Registration Statement relates to such additional shares of Common Stock
as may be issuable pursuant to adjustments, as provided in Section 4.3 of the
Dime Bancorp, Inc. 1991 Stock Incentive Plan, for stock dividends, splits,
combinations or other changes or recapitalizations.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also covers the shares of Common Stock previously
registered under Registration Statement No. 33-88552.
Page 2 of 23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The Company's Registration Statement on Form S-8 No.
33-88552 as filed with the Commission on January 18, 1995.
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-13094), as amended by Amendment No. 1 on Form 10-
K/A filed on May 15, 1996.
(3) The Company's Current Report on Form 8-K, dated April
26, 1996.
(4) The Company's Current Report on Form 8-K, dated May
21, 1996.
(5) The Company's Registration Statement on Form 8-A as filed with the
Commission on January 10, 1995, which includes a description of the Company's
Common Stock.
(6) The Company's Registration Statement on Form 8-A as filed with the
Commission on November 3, 1995, which includes a description of the Stock
Purchase Rights associated with the Company's Common Stock.
(7) The Company's Quarterly Report on Form 10-Q for the
first quarter 1996 filed on May 14, 1996.
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, as amended,
prior to the filing of any post-effective amendment indicating that all stock
offered has been sold or deregistering all stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of their filing. Any statement contained in a
document 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
Page 3 of 23
other subsequently filed document that 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.
Page 4 of 23
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the City of New York, State of New York, on the 23rd day of
May, 1996.
DIME BANCORP, INC.
By: /s/ James M. Large, Jr.
---------------------------------------------
James M. Large, Jr.
Chairman of the Board and
Chief Executive Officer
Page 5 of 23
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes James M. Large, Jr., Lawrence J. Toal and Gene C. Brooks, and
each of them, as attorneys-in-fact, to sign on his or her behalf, individually
and in each capacity stated below, and to file any amendment, including post-
effective amendments, to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ James M. Large, Jr. Chairman of the Board, May 23, 1996
- ------------------------------ Chief Executive Officer
James M. Large, Jr. and Director (Principal
Executive Officer)
/s/ Lawrence J. Toal President, Chief May 23, 1996
- ------------------------------ Operating Officer and
Lawrence J. Toal Director
/s/ Harold E. Reynolds Controller May 23, 1996
- ------------------------------ (Principal Financial and
Harold E. Reynolds Accounting Officer)
Page 6 of 23
/s/ Derrick D. Cephas Director May 23, 1996
- ------------------------------
Derrick D. Cephas
/s/ Frederick C. Chen Director May 23, 1996
- ------------------------------
Frederick C. Chen
/s/ J. Barclay C. Collins II Director May 23, 1996
- ------------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple Director May 23, 1996
- ------------------------------
Richard W. Dalrymple
/s/ E. Charlotte Fanta Director May 20, 1996
- ------------------------------
E. Charlotte Fanta
/s/ James F. Fulton Director May 20, 1996
- ------------------------------
James F. Fulton
/s/ Murray Handwerker Director May 20, 1996
- ------------------------------
Murray Handwerker
/s/ Virginia M. Kopp Director May 23, 1996
- -------------------------------
Virginia M. Kopp
/s/ John Morning Director May 20, 1996
- -------------------------------
John Morning
Page 7 of 23
/s/ Margaret G. Osmer McQuade Director May 23, 1996
- ------------------------------
Margaret G. Osmer-McQuade
Director May , 1996
- ------------------------------ --
Sally Hernandez-Pinero
/s/ Dr. Paul A. Qualben Director May 23, 1996
- ------------------------------
Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. Director May 23, 1996
- ------------------------------
Eugene G. Schulz, Jr.
/s/ Howard Smith Director May 20, 1996
- ------------------------------
Howard Smith
/s/ Dr. Norman R. Smith Director May 18, 1996
- ------------------------------
Dr. Norman R. Smith
/s/ Ira T. Wender Director May 23, 1996
- ------------------------------
Ira T. Wender
Page 8 of 23
Registration No. __________
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DIME BANCORP, INC.
_______________________________________________________________________________
_______________________________________________________________________________
Page 9 of 23
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
- ---------- --------
4.1 Copy of the Dime Bancorp, Inc. 1991 Stock
Incentive Plan, as amended and restated.. 11
5.1 Opinion of Counsel regarding the
Legality of the Common Stock
Being Registered by the Company.......... 22
23.1 Consent of Counsel
(included in the Opinion of Counsel
filed as Exhibit 5.1) 22
23.2 Consent of KPMG Peat Marwick LLP......... 23
24 Power of Attorney
(included in the Signature Page of this
Registration Statement).................. 6
Page 10 of 23