AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1998
REGISTRATION NO. 333-57259
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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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CNY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6035 REQUESTED
(State or Other (Primary Standard (I.R.S.
Jurisdiction Industry Employer
of Incorporation or Classification Code Identification
Organization) Number) No.)
1 NORTH MAIN STREET, CORTLAND, NEW YORK 13045
TEL. NO. (607) 756-5643
(Address, Including Zip Code, and Telephone Number, Including
Area Code, or Registrant's Principal Executive Offices)
WESLEY D. STISSER, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORTLAND SAVINGS BANK
1 NORTH MAIN STREET, CORTLAND, NEW YORK 13045
(607) 756-5643
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED BE REGISTERED OFFERING PRICE OFFERING PRICE(1) REGISTRATION FEE
Common Stock, $0.01 Par Value............... 8,262,318 $10.00 $82,623,180 $25,035(2)
Interests in Cortland Savings Bank 401(k)
Savings Plan.............................. N/A(3) N/A N/A N/A(3)
(1) Estimated to calculate the registration fee. Includes shares to be donated
to a charitable foundation as described in the Prospectus filed pursuant to
Rule 424(b)(3) dated August 12, 1998.
(2) Previously paid with the filing of Form S-1 on June 19, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described in the Prospectus Supplement. In accordance with Rule 457(h)(2),
no separate fee calculation is made for plan interests.
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CNY FINANCIAL CORPORATION
Prospectus Supplement
PROSPECTUS SUPPLEMENT. This supplements the Prospectus of CNY Financial
Corporation (the 'Company') dated August 12, 1998. All capitalized terms used in
this Supplement have the meanings given to them in the Prospectus. This
Supplement should be read with the Prospectus.
INCREASE IN MAXIMUM PURCHASE LIMIT. The Subscription Offering of the
Company expired on September 16, 1998 and less than the $52,062,500 of
subscriptions, which is the minimum of the Valuation Range, have been received.
The Company has increased the maximum purchase limit so that the new maximum
purchase limit for any person, related persons and persons acting together is
$300,000. Persons who submitted orders for $150,000 of Common Stock are being
given an opportunity to increase their orders by up to an additional $150,000.
In order to do so, they must submit a revised order form with payment in full by
12:00 noon, New York Time, on September 24, 1998. Payment must be by certified
or bank check or by authorization of withdrawal from an account at Cortland
Savings Bank with sufficient collected funds.
CONTINUED OFFERING OF COMMON STOCK. CNY Financial Corporation is now
conducting a direct Community Offering (See 'Community Offering' at page 44 of
the Prospectus). CNY Financial Corporation may offer, in a Syndicated Community
Offering, all or a portion of the Common Stock for which orders have not been
received in the Subscription Offering or the Community Offering. The Company
anticipates that it will pay a 4.5% fee for Common Stock sold in a Syndicated
Community Offering. See 'Syndicated Community Offering' at page 44 of the
Prospectus. Persons desiring to submit orders for Common Stock in the Community
Offering must pay for their orders by certified or bank check. All other
conditions and limitations applicable to the orders for Common Stock described
in the Prospectus remain in effect.
ADDITIONAL OFFERING PERIOD. Orders are now being accepted in the Community
Offering. No expiration date has been set for the Community Offering; however,
the Community Offering may be terminated at any time without notice. If the
Conversion is not completed by October 31, 1998, the FDIC and the Superintendent
may agree to an extension but persons who have submitted purchase orders will be
given an opportunity to maintain, increase, reduce or cancel their
subscriptions.
PRO FORMA EFFECT OF SYNDICATED COMMUNITY OFFERING. A 4.5% fee in a
Syndicated Community Offering would decrease net proceeds by $45,000 for each
$1.0 million of Common Stock sold in the Syndicated Community Offering. If all
other assumptions used in preparing the Pro Forma Data in the Prospectus (see
pages 31 to 34 of the Prospectus) remain substantially the same, then, at March
31, 1998 and at the minimum of the Valuation Range, a decrease in net proceeds
by $45,000 would result in a decrease in pro forma book value per share of
approximately $0.01 and would increase the offering price as a percentage of pro
forma book value per share to approximately 70.17% from approximately 70.13%.
Pro forma net income per share for the quarter ended March 31, 1998 would be
reduced by less than one-tenth of one cent per share for each $45,000 of
additional expenses.
The date of this Prospectus Supplement is September 21, 1998
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee(1)......................................................... $ 24,374
NASD filing fee(1).............................................................. $ 8,767
NASDAQ National Market Listing Fee.............................................. $ 80,000
Banking Department Conversion Application Fee................................... $ 5,000
Printing, postage and mailing................................................... $ 175,000
Legal fees and expenses......................................................... $ 150,000
Special Conversion Consultant Fees and expenses................................. $ 200,000
Financial advisor management fee and expenses(2)................................ $ 865,000
Accounting fees and expenses.................................................... $ 100,000
Appraiser's fees and expenses (including business plan)......................... $ 27,500
Transfer agent and registrar fees and expenses.................................. $ 8,000
Conversion agent fees and expenses.............................................. $ 25,000
Stock Certificate printing...................................................... $ 3,000
Underwriter's legal fees and expenses........................................... $ 80,000
Blue Sky fees and expenses (including fees of counsel).......................... $ 3,000
Executive compensation consultant fees and expenses............................. $ 30,000
Miscellaneous................................................................... $ 52,364
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TOTAL....................................................................... $ 1,837,000
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(1) Actual expenses based upon the registration of 82,623,182 shares at $10.00
per share. All other expenses are estimated.
(2) Estimated based upon the sale of 8,100,312 shares at $10.00 per share, with
no commission payable on 8% of the shares purchased by the ESOP and
$1,600,000 estimated to be purchased by directors, officers and employees.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 11 and 12 of the
Registrant's Certificate of Incorporation provide as follows:
ARTICLE ELEVEN
INDEMNIFICATION
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or, while a Director or Officer of the Corporation, is or was
serving at the request of the Corporation as a Director, Officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity or in any other capacity while serving shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
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prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties under the Employee
Retirement Income Security Act of 1974, as amended, and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C of this
Article the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A of this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the General
Corporation Law of the State of Delaware requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or Officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, services to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article shall
be contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the General Corporation Law of the State of Delaware. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
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E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State of
Delaware.
F. To the extent that any person who is or was or has agreed to become a
Director or officer of the Corporation is made a witness to any action, suit or
proceeding to which he or she is not a party by reason of the fact that he or
she was, is or has agreed to become a Director or Officer of the Corporation,
or, while a Director or Officer of the Corporation, is or was serving or has
agreed to serve as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the
request of the Corporation, such person shall be indemnified against all costs,
charges and expenses actually and reasonable incurred by such person or on such
person(1)s behalf in connection therewith. To the extent that any person who is
or was or has agreed to become an employee or agent of the Corporation is made a
witness to any action, suit or proceeding to which he or she is not a party by
reason of the fact that he or she was, is or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, at the request of the Corporation, such
person may be indemnified against all costs, charges and expenses actually and
reasonable incurred by such person or on such person's behalf in connection
therewith.
G. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
H. If this Article or any portion shall be invalidated on any ground by any
court of competent jurisdiction, the Corporation shall nevertheless indemnify
each Director or Officer, and may indemnify each employee or agent, of the
Corporation as to any costs, charges, expenses (including attorneys' fees and
expenses), judgments, fines and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the Corporation), to
the full extent permitted by any applicable portion of this Article that shall
not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE TWELVE
LIABILITY OF DIRECTORS
A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the General Corporation Law of the
State of Delaware; or (iv) for any transaction from which the Director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of Directors, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
None.
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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
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1.1 Engagement Letter (proposal for marketing agent services), dated January 8, 1998 between Cortland
Savings Bank and CIBC Oppenheimer Corp. and Trident Securities, Inc.*
1.2 Form of Agency Agreement*
2.1 Amended Plan of Conversion of Cortland Savings Bank*
3.1 Certificate of Incorporation of CNY Financial Corporation*
3.2 Bylaws of CNY Financial Corporation*
3.3 Proposed Amended Restated Organization Certificate of Cortland Savings Bank*
3.4 Proposed Stock Bylaws of Cortland Savings Bank*
4.1 Form of Stock Certificate of CNY Financial Corporation*
5.1 Opinion of Serchuk & Zelermyer, LLP regarding legality*
8.1 Opinion of Serchuk & Zelermyer, LLP regarding federal and state taxation*
8.2 Letter of RP Financial L.C. regarding Subscription Rights*
8.3 Opinion of Serchuk & Zelemyer regarding establishment of the Foundation*
10.1 Employment Agreement between Cortland Savings Bank and Wesley D. Stisser, Jr.*
10.2 Employment Agreement between Cortland Savings Bank and F. Michael Stapleton*
10.3 Employment Agreement between Cortland Savings Bank and Steven A. Covert*
10.4 Employment Agreement between Cortland Savings Bank and Kerry D. Meeker*
10.5 Form of Employee Severance Plan*
10.6 Employee Stock Ownership Plan of CNY Financial Corporation*
10.7 Cortland Savings Bank 401(k) Savings Plan*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Serchuk & Zelermyer, LLP*
23.3 Consent of RP Financial, L.C.*
24.1 Powers of Attorney*
27.1 Financial Data Schedule*
99.1 Appraisal Report of RP Financial, L.C.*
99.2 Form of Marketing Materials to be used in connection with the Offerings*
99.3 Form of the Cortland Savings Foundation Gift Instrument*
99.4 Letter to Subscribers regarding increase in maximum purchase limit
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* Previously filed
(b) 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;
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(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 int he 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.
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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 of Cortland, State of New York, on September 21, 1998.
CNY FINANCIAL CORPORATION
By: /s/ WESLEY D. STISSER, JR.
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Wesley D. Stisser, Jr.
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 TITLE DATE
- ------------------------------ -------------------------- -------------------
President, Chief Executive
/s/ WESLEY D. STISSER, JR. Officer and Director
- ------------------------------ (Principal Executive September 21, 1998
Wesley D. Stisser, Jr. Officer)
Executive Vice President
/s/ STEVEN A. COVERT and Chief Financial
- ------------------------------ Officer September 21, 1998
Steven A. Covert (Principal Financial and
Accounting Officer)
/s/ WESLEY D. STISSER, JR. As Attorney for named
- ------------------------------ directors
Wesley D. Stisser, Jr., as
attorney for *Directors Donald
P. Reed, Patrick J. Hayes, September 21, 1998
M.D., Harvey Kaufman, Joseph
H. Compagni, Robert S. Kashdin
and Terrance D. Stalder
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* Pursuant to Powers of Attorney previously filed as Exhibit 24.1 to the
Registration Statement on Form S-1.
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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1.1 Engagement Letter (proposal for marketing agent services), dated January 8, 1998 between
Cortland Savings Bank and CIBC Oppenheimer Corp. and Trident Securities, Inc.*
1.2 Form of Agency Agreement*
2.1 Amended Plan of Conversion of Cortland Savings Bank*
3.1 Certificate of Incorporation of CNY Financial Corporation*
3.2 Bylaws of CNY Financial Corporation*
3.3 Proposed Amended Restated Organization Certificate of Cortland Savings Bank*
3.4 Proposed Stock Bylaws of Cortland Savings Bank*
4.1 Form of Stock Certificate of CNY Financial Corporation*
5.1 Opinion of Serchuk & Zelermyer, LLP regarding legality*
8.1 Opinion of Serchuk & Zelermyer, LLP regarding federal and state taxation*
8.2 Letter of RP Financial L.C. regarding Subscription Rights*
8.3 Opinion of Serchuk & Zelermyer, LLP regarding establishment of the Foundation*
10.1 Employment Agreement between Cortland Savings Bank and Wesley D. Stisser, Jr.*
10.2 Employment Agreement between Cortland Savings Bank and F. Michael Stapleton*
10.3 Employment Agreement between Cortland Savings Bank and Steven A. Covert*
10.4 Employment Agreement between Cortland Savings Bank and Kerry D. Meeker*
10.5 Form of Employee Severance Plan*
10.6 Employee Stock Ownership Plan of CNY Financial Corporation*
10.7 Cortland Savings Bank 401(k) Savings Plan*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Serchuk & Zelermyer, LLP*
23.3 Consent of RP Financial, L.C.*
24.1 Powers of Attorney*
27.1 Financial Data Schedule*
99.1 Appraisal Report of RP Financial, L.C.*
99.2 Form of Marketing Materials to be used in connection with the Offerings*
99.3 Form of the Cortland Savings Foundation Gift Instrument*
99.4 Letter to Subscribers regarding increase in maximum purchase limit
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* Previously filed