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As filed with the Securities and Exchange Commission
on October 29, 1999 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.
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(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)
NORTH AMERICAN MORTGAGE COMPANY
RETIREMENT AND 401(k) SAVINGS PLAN
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(Full Title of the Plan)
JAMES E. KELLY, ESQ.
General Counsel
589 Fifth Avenue, New York, New York 10017
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(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 securities to be Amount to be registered Proposed maximum Proposed maximum Amount of registration
registered offering price per aggregate offering price fee
share*
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common stock, par 250,000 $16.3125 $4,078,125 $1,133.72
value $.01 per share
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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 October
26, 1999, 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 North
American Mortgage Company Retirement and 401(k) Savings Plan.
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NORTH AMERICAN MORTGAGE COMPANY
RETIREMENT AND 401(k) SAVINGS PLAN
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
- -------- ----------------------
Item 1. (a)
(1) Cover page; 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) The Plan
(h)
(1) The Plan
(2) The Plan
(3) *
(i) The Plan
(j)
(1) The Plan
(2) The Plan
(3) *
Item 2. The Plan; Incorporation of Certain Documents by Reference;
Available Information
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Part II Page
Item No. No.
- -------- ----
Item 3. (a) Incorporation of Documents by Reference 1
(b) Incorporation of Documents by Reference 1
(c) Incorporation of Documents by Reference 1
Item 4. *
Item 5. Interests of Named Experts and Counsel 2
Item 6. Indemnification of Directors and Officers 3
Item 7. *
Item 8. Exhibits
(a) Exhibits 5
(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 250,000 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 North American
Mortgage Company Retirement and 401(k) Savings Plan (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.
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, 1998;
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(iii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999;
(iv) Current Reports on Form 8-K dated January 21, 1999, January 28,
1999, April 15, 1999, April 26, 1999, May 27, 1999, September 15, 1999,
September 20, 1999, September 24, 1999 and October 20, 1999, and Amendment No. 1
to Current Report on Form 8-K/A dated April 19, 1999; and
(v) The description of the Stockholder Protection Rights Agreement,
dated as of October 20, 1995, between Dime and First National Bank of Boston, as
rights agent, contained in Dime's Registration Statement on Form 8-A, as filed
with the SEC on November 3, 1995.
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 which
indicates that all stock offered has been sold or which deregisters 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 which 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.
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 to 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 1996, 1997 and 1998 were
$1,164,875, $2,036,957 and
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$961,252, respectively. The Company has retained the firm to perform legal
services during 1999. The firm will give an opinion on the validity of the
securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Company (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 which
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 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
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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.
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. In addition, pursuant to the terms of the Agreement and Plan of
Combination, dated as of June 22, 1997, by and among North American Mortgage
Company ("North
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American"), the Company, The Dime Savings Bank of New York, FSB, and 47th Street
Property Corporation, as amended and restated as of July 31, 1997, the Company
will also indemnify each present and former director and officer of North
American, the Company and their respective subsidiaries against certain actions.
Finally, pursuant to the terms of the Agreement and Plan of Merger, dated as of
December 15, 1998, between Lakeview Financial Corp. ("Lakeview") and the
Company, the Company will also indemnify each present and former director and
officer of Lakeview and its 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") is authorized by statute to prohibit or
limit, by regulation or order, 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 which 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. The FDIC has issued
regulations that implement this statutory authority.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
4.1 Copy of the North American Mortgage Company Retirement and 401(k)
Savings Plan, as amended through October 29, 1999
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
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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) which, 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.
(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
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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 this 28th day of
October, 1999.
DIME BANCORP, INC.
(Registrant)
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 October 28, 1999. 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 North American Mortgage
Company Retirement and 401(k) Savings Plan (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 Chairman of the Board
Lawrence J. Toal (Principal Executive Officer)
/s/ Derrick D. Cephas A Director
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Derrick D. Cephas
/s/ Frederick C. Chen A Director
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Frederick C. Chen
A Director
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J. Barclay Collins II
/s/ Richard W. Dalrymple A Director
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Richard W. Dalrymple
/s/ James F. Fulton A Director
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James F. Fulton
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/s/ FRED B. KOONS A Director
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Fred B. Koons
/s/ VIRGINIA M. KOPP A Director
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Virginia M. Kopp
/s/ JAMES M. LARGE, JR. A Director
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James M. Large, Jr.
/s/ JOHN MORNING A Director
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John Morning
/s/ MARGARET OSMER-MCQUADE A Director
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Margaret Osmer-McQuade
/s/ SALLY HERNANDEZ-PINERO A Director
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Sally Hernandez-Pinero
/s/ DR. PAUL A. QUALBEN A Director
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Dr. Paul A. Qualben
/s/ EUGENE G. SCHULZ, JR. A Director
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Eugene G. Schulz, Jr.
/s/ HOWARD SMITH A Director
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Howard Smith
/s/ DR. NORMAN R. SMITH A Director
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Dr. Norman R. Smith
/s/ IRA T. WENDER A Director
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Ira T. Wender
/s/ ANTHONY R.BURRIESCI Chief Financial Officer (Principal Financial Officer)
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Anthony R. Burriesci
/s/ JOHN F. KENNEDY Controller (Principal Accounting Officer)
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John F. Kennedy
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
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4.1 Copy of the North American Mortgage Company
Retirement and 401(k) Savings Plan, as amended
through October 29, 1999....................................................................... 11
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company.......................................................... 83
23.1 Consent of Counsel (included in Exhibit 5.1)................................................... 83
23.2 Consent of KPMG LLP............................................................................ 85