As filed with the Securities and Exchange Commission on August 13, 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 16-1351101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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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James H. Paul, Secretary
Iroquois Bancorp, Inc.
115 Genesee Street, Auburn, New York 13021
(315) 252-9521
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per unit* price* registration fee
Common Stock 230,000
$1.00 par value shares $15 $3,450,000 $1,190.
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* Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) and based upon the quoted prices for the Registrant's
common stock in The Nasdaq Stock Market National Market listing on August 9,
1996.
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.
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934 that contains audited financial
statements for the Registrant's fiscal year ended December 31, 1995.
(b) All other reports filed by the Registrant pursuant to Section 13 of the
Securities Exchange Act of 1934 since December 31, 1995.
(c) The description of the Registrant's common stock and its floating rate
cumulative preferred stock contained in its registration statement filed by the
Registrant pursuant to 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 Section 13
and 14 of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates all securities offered pursuant to this S-8
Registration Statement have been sold or which deregisters all such securities
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.
Upon request, the Registrant will provide without charge to each
participant in the Plan, upon oral or written request, any documents required to
be delivered pursuant to Rule 428 under the Securities Act of 1933, as amended,
and any and all of the information incorporated by reference into this
Registration Statement. Requests should be directed to James H. Paul,
Secretary, Iroquois Bancorp, Inc., 115 Genesee Street, Auburn, New York 13021,
telephone: (315) 252-9521.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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
Progressive Casualty Company of Lyndhurst, Ohio, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as exhibits to this Registration
Statement:
5 Opinion and consent of Harris Beach & Wilcox, LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Harris Beach & Wilcox, LLP, included in their opinion
filed as Exhibit 5.
24 Power of Attorney (included at pages II-5 and II-6).
99 Iroquois Bancorp, Inc. 1996 Stock Option Plan.
ITEM 9. 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;
(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-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification 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 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 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 Act and will be governed by the final adjudication of
such issue.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Auburn, State of New York, on July 25, 1996.
IROQUOIS BANCORP, INC.
By: /s/ Richard D. Calahan
_______________________________________
Richard D. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual 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 his
name, place and stead, 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 she 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:
Name Title Date
- ---- ----- ----
/s/ Joseph P. Ganey Chairman of the Board July 25, 1996
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Joseph P. Ganey
/s/ Marianne R. O'Connor Treasurer and Chief Financial July 25, 1996
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Marianne R. O'Connor Officer
/s/ Brian D. Baird Director July 25, 1996
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Brian D. Baird
___________________________ Director July 25, 1996
John Bisgrove, Jr.
/s/ Peter J. Emerson Director July 25, 1996
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Peter J. Emerson
__________________________ Director July 25, 1996
William J. Humes
/s/ Arthur A. Karpinski Director July 25, 1996
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Arthur A. Karpinski
/s/ Henry D. Morehouse Director July 25, 1996
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Henry D. Morehouse
/s/ Edward D. Peterson Director July 25, 1996
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Edward D. Peterson
__________________________ Director July 25, 1996
Lewis E. Springer, II
EXHIBIT INDEX
5 Opinion and consent of Harris Beach & Wilcox, LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Harris Beach & Wilcox, LLP, included in their opinion filed
as Exhibit 5.
24 Power of Attorney (included at pages II-5 and II-6).
99 Iroquois Bancorp, Inc. 1996 Stock Option Plan.