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As filed with the Securities and Exchange Commission on January 25, 2001
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DIME BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
589 Fifth Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
DIME BANCORP, INC. PRIDE SHARES II PROGRAM
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(Full Title of the Plan)
JAMES E. KELLY, ESQ.
General Counsel
589 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)
(212) 326-6170
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
par value $0.01 1,314,000 $25.844 $33,959,016 $8,489.75
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* 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 Stock of the Company as reported on the New York Stock
Exchange on January 19, 2001, 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. Pride Shares II
Program.
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DIME BANCORP, INC. PRIDE SHARES II PROGRAM
Cross-Reference Sheet
Location in Prospectus of Items on Form S-8 Pursuant to Rule
404 of the Securities Act of 1933, as Amended
Part I
Item No. Location in Prospectus
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Item 1. (a)
(1) Cover page; Dime Bancorp, Inc. Pride Shares II Program
("The Plan")
(2) Cover page; The Plan
(3) The Plan
(4) The Plan
(b)
(1) Cover page; The Plan
(2) *
(c) Cover Page; The Plan
(d)
(1) The Plan
(2) The Plan
(3) The Plan
(4) *
(5) The Plan
(6) The Plan
(e) Cover page; The Plan
(f) The Plan
(g) *
(h)
(1) The Plan
(2) The Plan
(3) *
(i) The Plan
(j)
(1) The Plan
(2) The Plan
(3) *
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* Not applicable
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Part I
Item No. Location in Prospectus
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Item 2. The Plan; Incorporation of Certain Documents by Reference;
Available Information
Part II Page
Item No. No.
- -------- ---
Item 3. (a) Incorporation of Documents by Reference
(b) Incorporation of Documents by Reference
(c) Incorporation of Documents by Reference 2
Item 4. *
Item 5. Interests of Named Experts and Counsel 3
Item 6. Indemnification of Directors and Officers 3
Item 7. *
Item 8. Exhibits
(a) Exhibits 6
(b) *
Item 9. Undertakings 6
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* Not applicable
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 1,314,000
shares of common stock, par value $.01 per share (the "Common Stock"), of Dime
Bancorp, Inc. (the "Company"), to be offered or sold pursuant to the Dime
Bancorp, Inc. Pride Shares II Program (the "Plan").
The documents containing the information about the Plan specified in
Part I of Form S-8 will be sent or given to eligible and/or participating
employees of the Company as specified by Rule 428(b)(1) of Regulation C under
the Securities Act of 1933, as amended (the "Securities Act"), and such
documents taken together with the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8 shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company shall provide a written statement to participants in the
Plan advising them of the availability, without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement, the documents which are incorporated by reference
into the Section 10(a) Prospectus, and the documents required to be delivered
to them pursuant to Rule 428(b) of Regulation C under the Securities Act. The
address, title of the individual or department, and telephone number to which
the request is to be directed shall be provided to participants.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference:
(i) The Company's Registration Statement on Form 8-A as
filed with the Commission on January 10, 1995, which includes a
description of the Common Stock;
(ii) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Form 10K/A filed on March 31,
2000
(iii) The Company's Quarterly Reports on Form 10-Q for the
Quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;
and
(iv) The Company's Current Reports on Form 8-K filed on
January 20, 2000, February 29, 2000, March 8, 2000 (2 reports filed on
March 8, 2000), March 10, 2000, March 13, 2000 (2 reports filed on
March 13, 2000), March 14, 2000, March 21, 2000, April 19, 2000, April
28, 2000, May 1, 2000, July 11, 2000 (as amended by Form 8-K/A filed
on October 12, 2000), July 12, 2000, September 15, 2000, October 17,
2000, October 23, 2000, November 1, 2000, November 9, 2000, December
18, 2000, December 21, 2000, January 19, 2001 (2 reports filed on
January 19, 2001, one of which was amended by Form 8-K/A filed on
January 19, 2001).
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 (the
"Exchange Act"), 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 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
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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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Ira T. Wender is a director of The Dime Savings Bank of New York, FSB
("Dime Savings Bank") and the Company. Mr. Wender is the sole owner of Ira T.
Wender, P.C., which, commencing January 1, 1994, became Of Counsel at
Patterson, Belknap, Webb & Tyler LLP. During that period, the firm represented
Dime Savings Bank and the Company in certain legal matters. Fees paid to the
firm in connection with such representation for the years 1998, 1999 and 2000
were $1,002,927, $1,545,691 and $1,706,580 respectively. The Company has
retained the firm to perform legal services during 2001. The firm will give an
opinion upon the validity of the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Company,
as amended (the "Certificate"), contains provisions expressly permitted under
Delaware law that limit certain types of causes of action that can be
maintained by a corporation (or by stockholders on behalf of the corporation)
against its directors. Accordingly, in any action by the Company or its
stockholders against the directors of the Company, the directors will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as directors, except for (a) any breach of the
directors' duty of loyalty to the Company or its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) improper dividends or distributions or (d)
transactions involving improper personal benefit.
The Certificate provides indemnification rights to any person who is
made or threatened to be made a party to any action (other than an action by
or in the right of the Company) by reason of the fact that such person has
served as a director or officer of the Company (or of any other entity,
including Dime Savings Bank, at the request of the Company) with respect to
costs, expenses, judgments, fines and amounts paid in settlement. Subject to
applicable banking laws and regulations, these indemnification
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provisions apply if such person 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 a criminal action, if such person had no
reasonable cause to believe that his or her conduct was unlawful. The persons
described in the preceding sentence are entitled to indemnification rights in
an action by or in the right of the Company with respect to costs, expenses
and amounts paid in settlement, subject to the same standards, except where
there is an adjudication of liability (in which case indemnification is
permitted only upon a court determination that indemnification is, in view of
all the circumstances, fair and reasonable). The Certificate also provides for
the Company to advance expenses of litigation described in this paragraph on
an on-going basis.
Under the Certificate, indemnification of the costs and expenses of
defending any action is required to be made to any director or officer who is
successful (on the merits or otherwise) in defending the action. Furthermore,
indemnification also is required to be made with respect to all amounts
referred to in the preceding paragraph, unless a determination is made by a
majority of disinterested directors (or if the disinterested directors so
requested, or if a quorum of disinterested directors does not exist, by
independent counsel or by the stockholders) that indemnification is not proper
because the director or officer has not met the applicable standard of
conduct.
The Certificate also permits (but does not require) the Company to
indemnify and advance expenses to its non-officer employees and agents in
connection with any civil, criminal, administrative or investigative actions,
suits or proceedings.
The Certificate also provides that if the Delaware General Corporation
Law is amended to expand the permitted indemnification of directors and
officers, then the Company will indemnify directors and officers to the
fullest extent permitted by such amendment.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, employees and agents
of the Company pursuant to Delaware law, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer, employee or agent of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer,
employee or agent in connection with the securities being registered, the
Company 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 of 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.
Pursuant to the terms of the Agreement and Plan of Merger dated as of
July 6, 1994, by and between the Company and Anchor Bancorp, Inc. ("Anchor"),
as amended, the Company will also indemnify each present and former director
and officer of Anchor, the Company and their respective subsidiaries against
certain actions.
The Company will not be permitted to prepay (which would include the
direct or indirect transfer of any funds or assets and any segregation thereof
for the purpose of making, or pursuant to any agreement to make, any payment
thereafter) any legal expenses or amounts of, or costs incurred in connection
with, any settlement of, or judgment or penalty with respect to, any claim,
proceeding or action, if made in contemplation of, or after, any insolvency of
the Company or Dime Savings Bank or with a view to, or having the result of,
preventing the proper application of the assets of Dime Savings Bank to
creditors or preferring one creditor over another. Further, the Federal Deposit
Insurance Corporation (the "FDIC"), as authorized by statute, has issued
regulations that would restrict both the Company and Dime Savings Bank from
indemnifying officers, directors and employees for liability or legal expense
with regard to any administrative proceeding or civil action by the appropriate
banking agency that results in a final order pursuant to which such person is
assessed a civil money penalty, is removed or prohibited from participating in
the conduct of the affairs of the institution, or is required to cease and
desist or take affirmative action ordered by the agency.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS
4.1 Copy of the Dime Bancorp, Inc. Pride Shares II Program
5.1 Opinion of Counsel regarding the Legality of the Common Stock
Being Registered by the Company
23.1 Consent of Counsel (included in Opinion of Counsel)
23.2 Consent of KPMG LLP
24 Power of Attorney (included in the Signature Page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The 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;
(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) that, 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 to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 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, 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.
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(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) Filings Incorporating Subsequent Exchange Act Documents by
Reference. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to 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.
(c) Incorporated Annual and Quarterly Reports. The Registrant
hereby undertakes to deliver or cause to be delivered with the Prospectus, to
each person to whom the Prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
Prospectus, to deliver, or cause to be delivered, to each person to whom the
Prospectus is sent or given the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such interim financial
information.
(d) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act 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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 the City of New York, State of New York, on the
25th day of January, 2001.
DIME BANCORP, INC.
By: /s/ Lawrence J. Toal
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Lawrence J. Toal
Chief Executive Officer,
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities as of January 25, 2001. In addition, the undersigned
hereby constitute and appoint Lawrence J. Toal and James E. Kelly, or either
of them acting alone, each with the full power of substitution and
resubstitution, as his or her respective true and lawful attorney-in-fact and
agent, for him or her and in his or her name, place and stead, in any and all
capacities, to execute a Registration Statement on Form S-8 relating to the
Dime Bancorp, Inc. Pride Shares II Program (the "Registration Statement"), and
any and all amendments to such Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to such 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 in connection with such Registration
Statement, as fully to all intents and purposes as he or she might or could do
in person, and do hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitutes or resubstitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title
/s/ Lawrence J. Toal Chief Executive Officer, President,
- ------------------------------ Chief Operating Officer and Director
Lawrence J. Toal (Principal Executive Officer)
/s/ Anthony P. Terracciano Chairman of the Board
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Anthony P. Terracciano
/s/ Derrick D. Cephas Director
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Derrick D. Cephas
/s/ Frederick C. Chen Director
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Frederick C. Chen
/s/ J. Barclay Collins II Director
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J. Barclay Collins II
/s/ Richard W. Dalrymple Director
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Richard W. Dalrymple
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/s/James F. Fulton Director
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James F. Fulton
/s/ James M. Large, Jr. Director
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James M. Large, Jr.
/s/ Fred B. Koons Director
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Fred B. Koons
/s/ Virginia M. Kopp Director
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Virginia M. Kopp
/s/ John Morning Director
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John Morning
Director
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Howard H. Newman
/s/ Margaret Osmer-McQuade Director
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Margaret Osmer-McQuade
/s/ Sally Hernandez-Pinero Director
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Sally Hernandez-Pinero
/s/ Eugene G. Schulz, Jr. Director
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Eugene G. Schulz, Jr.
/s/ Howard Smith Director
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Howard Smith
/s/ Dr. Norman R. Smith Director
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Dr. Norman R. Smith
/s/ Ira T. Wender Director
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Ira T. Wender
/s/ Anthony R. Burriesci Chief Financial Officer
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Anthony R. Burriesci
/s/ John F. Kennedy Controller
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John F. Kennedy
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EXHIBIT INDEX
4.1 Copy of the Dime Bancorp, Inc. Pride Shares II Program
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company
23.1 Consent of Counsel (included in the Opinion of Counsel)
23.2 Consent of KPMG LLP
24 Power of Attorney (included in the Signature Page of this
Registration Statement)
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