-----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, IRKp8WLgD+DISkvtLXKHtGKJOTZftc34ibHAxu2lQUYTfVVqcL/VcgxUo9lmgc7N 3J+rz472rErbFIN7+ihPbQ== /in/edgar/work/0000882377-00-000541/0000882377-00-000541.txt : 20001116 0000882377-00-000541.hdr.sgml : 20001116 ACCESSION NUMBER: 0000882377-00-000541 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001114 EFFECTIVENESS DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAVEN BANCORP INC CENTRAL INDEX KEY: 0000900741 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 113153802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49934 FILM NUMBER: 768626 BUSINESS ADDRESS: STREET 1: 615 MERRICK AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5166838385 MAIL ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 S-8 1 0001.txt HAVEN BANCORP, INC. As filed with the Securities and Exchange Commission on November [__], 2000 REGISTRATION NO. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------------------------------ HAVEN BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-3153802 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 615 Merrick Avenue Westbury, New York 11590 (516) 683-4100 (Address of principal executive office, including ZIP code, and telephone number, including area code) --------------- HAVEN BANCORP, INC. 1996 STOCK INCENTIVE PLAN (Full title of the Plan) ---------------------------------------------------- PHILIP S. MESSINA CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER HAVEN BANCORP, INC. 615 Merrick Avenue Westbury, New York 11590 (516) 683-4100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------------------------------------------- WITH COPIES TO: W. EDWARD BRIGHT, ESQ. THACHER PROFFITT & WOOD Two World Trade Center - 39th Floor New York, New York 10048 (212) 912-7400 ----------------------------------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of Title of Securities to be Price Per Share (2) Aggregate Offering Price Registration Fee Registered (2) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 441,998 shares ---- $9,135,997.35 $2,411.90 ================================================================================================================================
(1) This registration statement ("Registration Statement") is being filed for purposes of registering the 441,998 shares of common stock, par value $0.01 per share, of Haven Bancorp, Inc. ("Haven") par value $0.01 per share, reserved for the issuance of awards granted pursuant to the Haven Bancorp, Inc. 1996 Stock Incentive Plan, as amended ("Plan"). In addition to the shares being registered hereunder, this Registration Statement also covers an undetermined number of shares of common stock of Haven that, by reason of certain events specified in the Plan, may become issuable under the Plan or options granted thereunder. (2) Estimated solely for purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, pursuant to which shares subject to outstanding options are deemed to be offered at the prices at which such options may be exercised and shares that may be acquired upon exercise of options granted in the future are deemed to be offered at $28.53125 per share, the average of the high and low sales prices of Haven common stock at the close of the day on November 9, 2000 as reported on the Nasdaq Stock Market. - -------------------------------------------------------------------------------- This Registration Statement registers additional shares of Common Stock, par value $.01 per share, of Haven Bancorp, Inc. ("Shares") for issuance under the terms of the Haven Bancorp, Inc. 1996 Stock Incentive Plan, as amended ("Plan"). A total of 420,000 Shares were previously registered on June 28, 1996 for issuance under the Plan, by a registration statement filed with the Securities and Exchange Commission on Form S-8, Registration No. 333-07083 ("Prior Registration Statement"). Pursuant to General Instruction E of Form S-8, the entire contents of the Prior Registration Statement are hereby incorporated herein by reference. ITEM 8. EXHIBITS. 5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the le gality of the securities being registered. 23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 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 Westbury, State of New York, on the 14th day of November, 2000. HAVEN BANCORP, INC. Registrant By: /s/ Philip S. Messina ------------------------- Philip S. Messina Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Philip S. Messina Chairman of the Board and Chief November 14, 2000 - -------------------------- Executive Officer (Principal Philip S. Messina executive officer) /s/ William J. Jennings II President and Director November 14, 2000 - -------------------------- William J. Jennings II /s/ Catherine Califano Senior Vice President and Chief November 14, 2000 - --------------------------- Financial Officer (Principal Catherine Califano accounting officer) /s/ George S. Worgul Director November 14, 2000 - --------------------------- George S. Worgul -2- Signature Title Date --------- ----- ---- /s/ Robert M. Sprotte Director November 14, 2000 - --------------------- Robert M. Sprotte Director November 9, 2000 /s/ Michael J. Fitzpatrick Michael J. Fitzpatrick Director November 8, 2000 /s/ Michael J. Levine Michael J. Levine Director November 9, 2000 /s/ Msgr. Thomas J. Hartman Msgr. Thomas J. Hartman Director November 14, 2000 /s/ Michael A. McManus, Jr. - --------------------------- Michael A. McManus, Jr. Director November 8, 2000 /s/ Garret Goodbody Garret Goodbody Director November 9, 2000 /s/ Hanif Dahya Hanif Dahya /s/ Richard Lashley Director November 8, 2000 - ------------------- Richard Lashley
-3- EX-23.1 2 0002.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 5./EXHIBIT 23.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality of the securities being registered Consent of Thacher Proffitt & Wood [LETTERHEAD OF THACHER PROFFITT & WOOD] Writer's Direct Dial: 212-912-7435 E-mail: ebright@thacherproffitt.com November 14, 2000 Haven Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590 Re: 1996 Stock Incentive Plan Ladies and Gentlemen: We have acted as counsel for Haven Bancorp, Inc., a Delaware corporation ("Corporation"), in connection with the filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended ("Registration Statement"), with respect to 441,998 shares of its common stock, par value $.01 per share ("Shares"), which may be issued pursuant to the Haven Bancorp, Inc. 1996 Stock Incentive Plan, as amended. In rendering the opinion set forth below, we do not express any opinion concerning law other than the federal law of the United States and the corporate law of the States of New York and Delaware. We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments as we have deemed necessary or advisable for purposes of this opinion. As to matters of fact, we have examined and relied upon the Plan described above and, where we have deemed appropriate, representations or certificates of officers of the Corporation or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the Shares which are being registered pursuant to the Registration Statement have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and non-assessable. In rendering the opinion set forth above, we have not passed upon and do not purport to pass upon the application of "doing business" or securities or "blue-sky" laws of any jurisdiction (except federal securities law). Haven Bancorp, Inc. November 14, 2000 Page 2. This opinion is given solely for the benefit of the Corporation and purchasers of shares under the Plan, and no other person or entity is entitled to rely hereon without express written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our Firm's name therein. Very truly yours, THACHER PROFFITT & WOOD By: /s/ W. Edward Bright -------------------- W. Edward Bright EX-23.2 3 0003.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23.2 Consent of KPMG LLP INDEPENDENT AUDITORS' CONSENT The Stockholders and the Board of Directors of Haven Bancorp, Inc.: We consent to incorporation by reference in the Registration Statement Nos. 033-079740 and 333- 07083 on Forms S-8 of our report dated January 27, 2000, relating to the consolidated statements of financial condition of Haven Bancorp, Inc. as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999. /s/ KPMG LLP Melville, New York November 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----