-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kfg6eLjhSE5kDRKluXiL0hcJZIcIv9vLSHQb5MHJdHZFteC8KKghAmbkwbBb33p/ Nml0Q84+V6PPLmhWRFBUlA== 0000927089-99-000022.txt : 19990122 0000927089-99-000022.hdr.sgml : 19990122 ACCESSION NUMBER: 0000927089-99-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990121 EFFECTIVENESS DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHOES BANCORP INC CENTRAL INDEX KEY: 0001070321 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70903 FILM NUMBER: 99509164 BUSINESS ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 BUSINESS PHONE: 5182336500 MAIL ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 S-8 1 401(K) SAVINGS PLAN As filed with the Securities and Exchange Commission on January 21, 1999 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COHOES BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 14-1807865 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 75 Remsen Street, Cohoes, New York 12047 (Address of principal executive offices) (Zip Code) COHOES SAVINGS BANK 401(k) SAVINGS PLAN (Full title of the plan) Robert L. Freedman, P.C. Beth A. Freedman Silver, Freedman & Taff, L.L.P. (a limited liability partnership including professional corporations) 1100 New York Ave., N.W. Washington, D.C. 20005 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum offering aggregate Title of securities Amount to be price offering Amount of to be registered registered per share price registration fee - ------------------- ----------------- ---------- ------------- ---------------- Common Stock, 260,870 shares(1) $11.34(2) $2,958,266(2) $873(2) $.01 par value Interests in Plan(3) N/A(3) N/A N/A N/A(3) (1) Estimated maximum aggregate number of shares of Cohoes Bancorp, Inc. (the "Company") common stock purchasable with employee and employer contributions under the Plan during the next 36 months. (2) Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee at $11.34 per share, which was the average of the closing bid and ask prices of the Company common stock on January 19, 1999. (3) 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 herein. In accordance with Rule 457(h)(2) no separate fee calculation is made for plan interests. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Cohoes Savings Bank 401(k) Savings Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Certain Documents by Reference. The following documents previously or concurrently filed by Cohoes Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the "Prospectus"), which Prospectus has been or will be delivered to the participants in the Plan covered by this Registration Statement: (a) The prospectus contained in the Company's Registration Statement on Form S-1 filed on September 16, 1998 (Registration No. 333-63539), as amended by Pre-Effective Amendment No. 1 to Form S-1 filed on October 30, 1998 and as amended by Pre-Effective Amendment No. 2 to Form S-1 filed on November 9, 1998; (b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act through the date hereof; and (c) The description of the common stock, par value $.01 per share, of the Company contained in the Company's Registration Statement on Form 8-A (File No. 000-24187) filed with the Commission on November 4, 1998 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 and the Prospectus. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Richard A. Ahl, Secretary, 75 Remsen Street, Cohoes, New York 12047, telephone number (518) 233-6500. II-1 All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article ELEVENTH of the Company's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith, (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate, (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by the corporation's board of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; II-2 or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Reference to Prior Regulation Filing or Exhibit S-K Exhibit Number Number Document Attached Hereto 4 Instruments defining the rights of security holders, including debentures: Certificate of Incorporation of Cohoes * Bancorp, Inc. Bylaws of Cohes Bancorp, Inc. ** 5 Opinion of Silver, Freedman & Taff, L.L.P. 5 23 Consents of Experts and Counsel: Consent of Silver, Freedman & Taff, L.L.P. Contained in Exhibit 5 Consent of Arthur Andersen, L.P. 23.2 24 Power of Attorney Contained on Signature Page * Incorporated hereby by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration No. 333-63539). ** Incorporated hereby by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Registration No. 333-63539). II-3 The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended. Item 9. Undertakings. (a) 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 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. (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. (b) The undersigned Registrant hereby undertakes 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 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) 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 of expenses incurred or paid by a director, officer or controlling person 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. II-4 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 the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cohoes, State of New York on January 19, 1999. COHOES BANCORP, INC. By: /s/ Harry L. Robinson Harry L. Robinson, President and Chief Executive Officer (Duly Authorized Representative) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harry L. Robinson, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him in 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 other 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ Harry L. Robinson /s/ Duncan S. Mac Affer Harry L. Robinson, President, Duncan S. Mac Affer, Director Chief Executive Officer and Director (Principal Executive and Operating Officer) Date: January 19, 1999 Date: January 19, 1999 /s/ Arthur E. Bowen /s/ Walter H. Speidel Arthur E. Bowen, Director Walter H. Speidel, Director Date: January 19, 1999 Date: January 19, 1999 II-5 /s/ R. Douglas Paton /s/ J. Timothy O'Hearn R. Douglas Paton, Director J. Timothy O'Hearn, Director Date: January 19, 1999 Date: January 19, 1999 /s/ Chester C. DeLaMater /s/ Peter G. Casabonne Chester C. DeLaMater, Director Peter G. Casabonne, Director Date: January 19, 1999 Date: January 19, 1999 /s/ Michael L. Crotty /s/ Donald A. Wilson Michael L. Crotty, Director Donald A. Wilson, Director Date: January 19, 1999 Date: January 19, 1999 /s/ Frederick G. Field /s/ Richard A. Ahl Frederick G. Field, Director Richard A. Ahl, Secretary, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: January 19, 1999 Date: January 19, 1999 II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cohoes, State of New York, on January 19, 1999. Cohoes Savings Bank 401(k) Savings Plan /s/ Harry L. Robinson Member, Administrative Committee Date: January 19, 1999 II-7 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 COHOES BANCORP, INC. EXHIBIT INDEX Reference to Prior Regulation Filing or Exhibit S-K Exhibit Number Number Document Attached Hereto 4 Instruments defining the rights of security holders, including debentures: Certificate of Incorporation of Cohoes * Bancorp, Inc. Bylaws of Cohoes Bancorp, Inc. ** 5 Opinion of Silver, Freedman & Taff, L.L.P. 5 23 Consents of Experts and Counsel: Consent of Silver, Freedman & Taff, L.L.P. Contained in Exhibit 5 Consent of Arthur Andersen, L.P. 23.2 24 Power of Attorney Contained on Signature Page * Incorporated hereby by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration No. 333-63539). ** Incorporated hereby by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Registration No. 333-63539). EX-5 2 EXHIBIT 5 SILVER, FREEDMAN & TAFF, L.L.P. 1100 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005 (202) 414-6100 January 20, 1999 Board of Directors Hudson River Bancorp, Inc. One Hudson City Centre Hudson, New York 12534 Members of the Board: We have acted as counsel to Cohoes Bancorp, Inc. (the "Corporation") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 260,870 shares of the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the Cohoes Savings Bank 401(k) Savings Plan (the "Plan") and related interests in the Plan. In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan and agreements thereto, the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. Based upon the foregoing, it is our opinion that the shares of Common Stock and interests in the Plan covered by the Registration Statement will, when sold, be legally issued, fully paid and non-assessable. We hereby consent to the inclusion of our opinion in this Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Silver, Freedman & Taff, L.L.P. SILVER, FREEDMAN & TAFF, L.L.P. EX-23 3 EXHIBIT 23.2 ARTHUR ANDERSEN --------------------------- Arthur Andersen LLP --------------------------- 1345 Avenue of the Americas New York, NY 10105-0032 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated August 12, 1998 (and to all references to our Firm) included in or made part of this Registration Statement on Form S-8 of Cohoes Bancorp, Inc. related to the Cohoes Savings Bank 401(k) Savings Plan. /s/ Arthur Andersen LLP New York, New York January 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----