As filed with the Securities and Exchange Commission on August 20, 1998 Registration No. 333-57845
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GOUVERNEUR BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
United States 6035 Requested
(State or Other Jurisdiction (Primary Standard Industry (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
42 Church Street, Gouverneur, New York 13642 Tel. No. (315) 287-2600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
or Registrant's Principal Executive Offices)
Richard F. Bennett
President and Chief Executive Officer
Gouverneur Savings and Loan Association
42 Church Street, Gouverneur, New York 13642
(315) 287-2600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Please send copies of all communications to:
Jay L. Hack, Esq.
Clifford S. Weber, Esq.
Serchuk & Zelermyer, LLP
81 Main Street, White Plains, New York 10601
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X]
If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Proposed Maximum Aggregate Amount of Registration
Securities Being Registered Registered Offering Price Offering Price (1) Fee
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Common Stock,
$0.01 Par Value 2,201,962 $5.00 $11,009,810 $3,336.00 (2)
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Previously paid with the filing of Form S-1 on June 26, 1998.
Part II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
SEC registration fees ............................................ $3,336
NASD filing fee (1) .............................................. 1,600
NASDAQ National Market Listing Fee(1) ............................ 6,000
OTS filing fees .................................................. 19,600
Underwriter's legal fees ......................................... 25,000
Printing, postage and mailing .................................... 60,000
Legal fees and expenses - issuer's counsel ....................... 100,000
Accounting fees and expenses ..................................... 75,000
Marketing agent fees and commissions ............................. 135,000
Appraiser's fees and expenses (including business plan) .......... 23,500
Transfer agent and registrar fees and expenses ................... 4,000
Stock Certificate printing ....................................... 3,000
Blue Sky filing fees and related expenses ........................ 8,000
Miscellaneous .................................................... 60,964
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TOTAL ............................................................ $525,000
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(1) Actual expenses based upon the registration of 2,201,962 shares at $5.00 per
share. All other expenses are estimated.
(2) Estimated based upon the sale of 2,201,962 shares at $5.00 per share, with
no commission payable on 8% of the shares purchased by the ESOP and $745,000
estimated to be purchased by directors, officers and employees.
Item 14. Indemnification of Directors and Officers.
The directors and officers of the Company are entitled to indemnification
against certain liabilities in accordance with the provisions of section 545.121
of the regulations of the Office of Thrift Supervision, which generally provide
that directors, officers and employees are entitled to indemnification against
liability, costs and expenses arising out of any action brought or threatened
because such person is or was a director, officer or employee of the Company.
Indemnification is permitted if a final judgment on the merits is rendered in
favor of the indemnified person. If there is a settlement or a final judgment
against the indemnified person, then indemnification is permitted only if a
majority of the Company's disinterested directors determines that the
indemnified person was acting in good faith within the scope of his or her
employment or authority as he or she could have reasonably believed under the
circumstances was in the best interests of the Company or its stockholders.
Item 15. Recent Sales of Unregistered Securities.
None.
Item 16. Exhibits and Financial Statement Schedules.
The exhibits filed as part of this Registration Statement are as follows:
(a). List of Exhibits. (Filed herewith unless otherwise noted.)
Exhibit No. Description
1.1 Engagement Letter (proposal for marketing agent services, including
indemnification letter), dated April 6, 1998 between Gouverneur
Savings and Loan Association and First Albany Corporation.*
1.2 Form of Agency Agreement*
2.1 Plan of Mutual Holding Company Reorganization and Stock Issuance of
Gouverneur Savings and Loan Association*
3.1 Federal Stock Charter of Gouverneur Bancorp, Inc.*
3.2 Bylaws of Gouverneur Bancorp, Inc.*
3.3 Federal Stock Charter of Gouverneur Savings and Loan Association*
3.4 Federal Stock Bylaws of Gouverneur Savings and Loan Association*
4.1 Form of Stock Certificate of Gouverneur Bancorp, Inc.*
5.1 Opinion of Serchuk & Zelermyer, LLP regarding legality*
8.1 Opinion of Serchuk & Zelermyer, LLP regarding federal and state
taxation*
8.2 Opinion of Keller & Company, Inc. regarding Subscription Rights*
10.1 Employee Stock Ownership Plan of Gouverneur Bancorp, Inc.
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Serchuk & Zelermyer, LLP*
23.3 Consent of Keller & Company, Inc.*
24.1 Power of Attorney*
27.1 Financial Data Schedule*
99.1 Appraisal Report of Keller & Company, Inc.*
99.2 Form of Marketing Materials to be used in connection with the
Offerings
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* Previously filed
Financial Statement Schedules
All schedules have been omitted as not applicable or not required under the
rules of Regulation S-X.
Item 17. 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 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
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 registered which remain unsold at the termination of the
Offering.
The undersigned Registrant hereby undertakes to provide to the agent at the
closing specified in the Agency Agreement, certificates in such denominations
and registered in such names as required by the agent to permit prompt delivery
to each purchaser.
Insofar as indemnification by the Registrant 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 Securities 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 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 and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
For purpose of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon the Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post- Effective Amendment No. 1 to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town and Village of Gouverneur, State of New York, on August 20, 1998.
Gouverneur Bancorp, Inc.
By: /s/ Richard F. Bennett
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Richard F. Bennett
President and Chief Executive
Officer
(duly authorized officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Name and Signature Title Date
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/s/Richard F. Bennett President, Chief August 20, 1998
- ------------------------ Executive Officer and
Richard F. Bennett Director
(Principal Executive
Officer)
/s/Kay McIntosh Treasurer August 20, 1998
- ------------------------ (Principal Financial and
Kay McIntosh Accounting Officer)
/s/Richard F. Bennett As attorney for named August 20, 1998
- ------------------------ directors
Richard F. Bennett, as Power of
Attorney for* Charles E. Graves,
Robert J. Leader, Larry D. Straw,
Frank Langevin, Richard Jones
and Carl Pettito
* Pursuant to Power of Attorney previously filed as Exhibit 24.1 to the
Registration Statement on Form S-1.
As filed with the Securities and Exchange Commission on August 20, 1998
Registration No. 333-57845
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1 TO
EXHIBITS
TO THE
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
----------
GOUVERNEUR BANCORP, INC.
42 Church Street
Gouverneur, New York 13642
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TABLE OF EXHIBITS
(Filed herewith unless otherwise noted)
Exhibit
No. Description
1.1 Engagement Letter (proposal for marketing agent services, including
indemnification letter), dated April 6, 1998 between Gouverneur
Savings and Loan Association and First Albany Corporation.*
1.2 Form of Agency Agreement*
2.1 Plan of Mutual Holding Company Reorganization and Stock Issuance of
Gouverneur Savings and Loan Association*
3.1 Federal Stock Charter of Gouverneur Bancorp, Inc.*
3.2 Bylaws of Gouverneur Bancorp, Inc.*
3.3 Federal Stock Charter of Gouverneur Savings and Loan Association*
3.4 Federal Stock Bylaws of Gouverneur Savings and Loan Association*
4.1 Form of Stock Certificate of Gouverneur Bancorp, Inc.*
5.1 Opinion of Serchuk & Zelermyer, LLP regarding legality*
8.1 Opinion of Serchuk & Zelermyer, LLP regarding federal and state
taxation*
8.2 Opinion of Keller & Company, Inc. regarding Subscription Rights*
10.1 Employee Stock Ownership Plan of Gouverneur Bancorp, Inc.
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Serchuk & Zelermyer, LLP*
23.3 Consent of Keller & Company, Inc.*
24.1 Power of Attorney*
27.1 Financial Data Schedule*
99.1 Appraisal Report of Keller & Company, Inc.*
99.2 Form of Marketing Materials to be used in connection with the
Offerings
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* Previously filed