As filed with the Securities and Exchange Commission on ___________, 2000
Registration Statement No. 333-10063
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
Form S-8
Registration Statement
Under
The Securities Act of 1933
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IROQUOIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
16-1351101
(IRS Employer Identification No.)
115 Genesee Street
Auburn, New York 13021
(Address, including zip code, of principal executive offices)
1996 Stock Option Plan
(Full title of the plan)
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Kathleen A. Manley, Secretary
Iroquois Bancorp, Inc.
115 Genesee Street
Auburn, New York 13021
(315) 252-9521
(Name, address, and telephone number, including area code, of agent for service)
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with a copy to:
Linda Oldfield, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
By way of this Amendment No. 1 to the Registration Statement, the
Registrant is post-effectively amending Form S-8 filed August 13, 1996,
Registration Statement No. 333-10063, which is incorporated herein by reference,
to provide that the exercise price of Incentive Stock Options to be issued under
the Plan may be paid by transfer to the Registrant of shares of common stock of
the Registrant.
This Amendment No. 1 to the Registration Statement will automatically
become effective upon filing with the Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
1. The Registrant's latest annual report filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 that contains audited financial
statements for the Registrant's fiscal year ended December 31, 1998.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1998.
The description of the Registrant's common stock contained in its
registration statement filed by the Registrant under Section 12 of the
Securities Exchange Act of 1934, including any amendment or any report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered pursuant to this
Registration Statement have been sold or which deregisters all of such shares
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 filing of such
documents. Any statement contained in a document incorporated or deemed to be
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 6. Indemnification of Directors and Officers.
Under the New York Business Corporation Law, Iroquois may extend
indemnification to directors and officers beyond that provided by law to include
any indemnification pursuant to agreements, resolutions of the board of
directors, resolutions of the shareholders, bylaws, or provisions of the
Certificate of Incorporation provided the Bylaws or Certificate of Incorporation
of Iroquois expressly permits such broad indemnification. The Bylaws of
Iroquois do contain appropriate provisions to enable Iroquois to indemnify its
directors and officers to the broadest extent possible. The Bylaws of Iroquois
require the Corporation to indemnify its directors and officers to the fullest
extent authorized by law and further to the extent permitted by applicable law,
pursuant to a resolution of the shareholders or directors, an agreement for
indemnification, any bylaw, any other law or otherwise. In addition to
indemnification, any such indemnified person shall be entitled to the payment
for expenses incurred in defending any legal action or proceeding in advance of
a final decision on the merits. The statutory provisions applicable to
indemnification, however, prohibit any such indemnification, by law or
otherwise, to a director or officer if a final adjudication establishes that the
acts of the director or officer were committed in bad faith, were a result of
active and deliberate dishonesty and were material, or that the director or
officer derived a personal gain to which the person was not entitled.
The statutory authority regarding indemnification applicable to directors
and officers contains no reference to indemnification of employees, which is
left to the discretion of the corporation, and the Bylaws of Iroquois authorize
indemnification of employees and other personnel to the fullest extent permitted
by law. The Bylaws do not, however, require such indemnification.
The Bylaws of Iroquois further authorize the directors to purchase, in the
board's discretion, liability insurance for the indemnification of directors,
officers or employees. Accordingly, as authorized by the New York State
Business Corporation Law and the Bylaws, Iroquois has obtained insurance from
Executive Risk Indemnity, Inc.of Simsbury, Connecticut, insuring Iroquois and
its subsidiaries against any obligation that occurs as a result of its
indemnification of directors, officers, or other employees, and insuring such
persons for liabilities for which they may not be indemnified by Iroquois.
Insofar as indemnification of or liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling
Iroquois, Iroquois has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable.
2
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
*5. Opinion and consent of Harris Beach & Wilcox, LLP.
*23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
*23.3 Consent of Harris Beach & Wilcox, LLP, included in their
opinion filed as Exhibit 5.
24 Power of Attorney, included at pages II-4 and II-5.
99 Iroquois Bancorp, Inc. Amended and Restated 1996 Stock Option
Plan.
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* Previously filed as an Exhibit to this Registration Statement on
August 13, 1996.
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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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn, State of New York, on this 3rd
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day of February, 2000.
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IROQUOIS BANCORP, INC.
By: /s/Richard D. Callahan
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Richard D. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Marianne R. O'Connor his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, and 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 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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/Joseph P. Ganey Chairman of the Board February 3, 2000
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Joseph P. Ganey
/s/Richard D. Callahan President, Chief Executive February 3, 2000
- ----------------------------------------- Officer and Director
Richard D. Callahan
/s/Marianne R. O'Connor Treasurer and February 3, 2000
- ----------------------------------------- Chief Financial Officer
Marianne R. O'Connor
4
/s/Brian D. Baird Director February 3, 2000
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Brian D. Baird
/s/John Bisgrove, Jr. Director February 3, 2000
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John Bisgrove, Jr.
/s/Peter J. Emerson Director February 3, 2000
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Peter J. Emerson
Director February , 2000
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Arthur A. Karpinski
/s/Henry D. Morehouse Director February 3, 2000
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Henry D. Morehouse
/s/Edward D. Peterson Director February 3, 2000
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Edward D. Peterson
/s/Lewis E. Springer, II Director February 3, 2000
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Lewis E. Springer, II
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EXHIBIT INDEX
*5 Opinion and consent of Harris Beach & Wilcox, LLP.
*23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
*23.2 Consent of Harris Beach & Wilcox, LLP, included in their
opinion filed as Exhibit 5.
24 Power of Attorney, included at pages II-4 and II-5.
99 Iroquois Bancorp, Inc. Amended and Restated 1996 Stock Option
Plan.
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* Previously filed as an Exhibit to this Registration Statement on
August 13, 1996.