S-8 POS 1 a15-15110_4s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on July 1, 2015

 

Registration No. 333-52148

Registration No. 333-139017

Registration No. 333-145043

Registration No. 333-167264

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-52148

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-139017

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-145043

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-167264

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

HUDSON VALLEY HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

New York

 

13-3148745

(State of incorporation)

 

(I.R.S. Employer Identification Number)

 

21 Scarsdale Road

Yonkers, NY 10707

(Address of Principal Executive Offices)

 

1992 Stock Option Plan

Hudson Valley Holding Corp. 2002 Stock Option Plan

Amended and Restated Hudson Valley Holding Corp. 2002 Stock Option Plan

Hudson Valley Holding Corp. 2010 Omnibus Incentive Plan

(Full Title of the Plans)

 

 

Jack Kopnisky, President and Chief Executive Officer

c/o Sterling Bancorp

400 Rella Blvd.

Montebello, New York 10901

(845) 369-8040

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated Filer x

Non-accelerated filer o

Smaller reporting company o

 

 

 

 


 

DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments (each a “Post-Effective Amendment,” and collectively, the “Post-Effective Amendments”) filed by Hudson Valley Holding Corp., a New York corporation (the “Company”), deregister all securities remaining unissued under the following registration statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of shares of stock offered under certain employee benefit and equity plans and agreements:

 

Registration No.

 

Date Filed With the
SEC

 

Name of Equity Plan or Agreement

 

Shares Registered, as adjusted for
Stock Dividends

 

 

 

 

 

 

 

333-52148

 

December 19, 2000

 

1992 Stock Option Plan

 

861,557(1) shares of common stock of the Company, par value $0.20 per share (the “Common Stock”)

 

 

 

 

 

 

 

333-139017

 

November 30, 2006

 

Hudson Valley Holding Corp. 2002 Stock Option Plan

 

851,773(2) shares of Common Stock

 

 

 

 

 

 

 

333-145043

 

August 1, 2007

 

Amended and Restated Hudson Valley Holding Corp. 2002 Stock Option Plan

 

1,163,032(3) shares of Common Stock

 

 

 

 

 

 

 

333-167264

 

June 2, 2010

 

Hudson Valley Holding Corp. 2010 Omnibus Incentive Plan

 

1,331,000(4) shares of Common Stock

 

(1)  As a result of stock dividends declared and paid by the Company, the aggregate maximum number of shares has increased from 825,115 to 861,557.

 

(2)  As a result of stock dividends declared and paid by the Company, the aggregate maximum number of shares has increased from 847,223 to 851,773.

 

(3)  As a result of stock dividends declared and paid by the Company, the aggregate maximum number of shares has increased from 900,000 to 1,163,032.

 

(4)  As a result of stock dividends declared and paid by the Company, the aggregate maximum number of shares has increased from 1,100,000 to 1,331,000.

 

2


 

On November 4, 2014, the Company entered into an Agreement and Plan of Merger with Sterling Bancorp (“Sterling”) providing for the merger of the Company with and into Sterling, with Sterling as the surviving entity (the “Merger”).

 

In connection with the Merger, the Company is terminating all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.

 

3


 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montebello, State of New York, on July 1, 2015.  No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

 

STERLING BANCORP (as successor by merger to Hudson Valley Holding Corp.)

 

 

 

 

By:

/s/ Luis Massiani

 

Name:

Luis Massiani

 

Title:

Senior Executive Vice President and Chief Financial Officer

 

4