As filed with the Securities and Exchange Commission on April 29, 1996
Registration Number 333-
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
NBT BANCORP INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 16-1268674
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
52 South Broad Street, Norwich, New York 13815
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Non-Qualified Stock Option Agreement With Joseph J. Butare, Jr.
(Full Title of Plan)
DARYL R. FORSYTHE
President and Chief Executive Officer
NBT BANCORP INC.
52 South Broad Street, Norwich, New York 13815 (607) 337-6000
-------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to:
BRIAN D. ALPRIN and LAURENCE S. LESE
METZGER, HOLLIS, GORDON & ALPRIN
Suite 1000, 1275 K Street, N.W., Washington, D.C. 20005
(202) 842-1600
Approximate Date of Commencement of Sales Pursuant to the Plan:
From time to time after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Proposed Amount of
be Registered Registered (3) Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share (1) Offering Price (2)
- -----------------------------------------------------------------------------------------------------
Common Stock, 157,220 shares $16.10 $2,531,242 $872.84
no par value, $1.00
stated value per
share
- -----------------------------------------------------------------------------------------------------
(1) As set forth in the Stock Option Agreement between the registrant
and Mr. Butare.
(2) Calculated in accordance with Rule 457(h)(1) on the basis of the
prices at which the options may be exercised.
(3) Plus such additional number of shares as may be required pursuant
to the Stock Option Agreement in the event of a stock dividend or split,
recapitalization, reclassification, merger, consolidation, combination,
or exchange of shares, or other similar corporate change.
An Exhibit Index is included on page 5 of this Form S-8.
PART I --- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of the Form S-8 is not
being filed with the Commission as part of this Registration Statement,
but will be sent or given to the optionee as specified by Rule 428(b)(1).
PART II --- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 --- Incorporation of Certain Documents by Reference
- ----------------------------------------------------------
The following documents and portions of documents filed by NBT BANCORP INC.
(Bancorp or Registrant) with the Commission are hereby incorporated into
this Registration Statement by reference:
(a) BANCORP's Annual Report on Form 10-K for the year ended December
31, 1995.
(b) All other reports filed pursuant to Section 13(a) or Section 15(d)
of the Exchange Act since December 31, 1995.
(c) The description of BANCORP's Common Stock as set forth under the
caption "DESCRIPTION OF NBT BANCORP INC. CAPITAL STOCK" presented
in Part I of this Form S-8 Registration Statement.
BANCORP additionally incorporates by reference herein all documents to
be subsequently filed by BANCORP pursuant to Sections 13, 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all the securities offered have been sold or which
deregisters all securities then remaining unsold, and deems such
documents to be part hereof from the dates of filing such documents.
Copies of these documents will not be filed with this Registration
Statement. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that such statement is modified or superseded by a subsequently
filed document which also is or is deemed to be incorporated by reference
herein. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement except as so modified
or superseded.
Item 4 --- Description
- ----------------------
This Item is omitted because BANCORP's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5 --- Interests of Named Experts and Counsel
- -------------------------------------------------
This Item is omitted because it is not applicable.
Item 6 --- Indemnification of Directors and Officers
- ----------------------------------------------------
BANCORP's Articles of Incorporation and By-Laws contain provisions
providing that BANCORP shall indemnify any person who was or is a party
or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or
officer of BANCORP, or is or was serving at the request of BANCORP as a
director or officer of another corporation, partnership, joint venture,
trust, or other enterprise, to the maximum extent authorized and in the
manner prescribed by the Delaware General Corporation Law.
BANCORP's Articles of Incorporation also provide that a Director of
BANCORP shall not be personally liable to BANCORP or its stockholders for
monetary damages for breach of fiduciary duty as a director, with certain
exceptions.
-2-
Item 7 --- Exemption from Registration Claimed
- ----------------------------------------------
This Item is omitted because it is not applicable
Item 8 --- Exhibits
- -------------------
The exhibits to this registration statement are listed in the Exhibit
Index included elsewhere herein.
Item 9 --- Undertakings
- -----------------------
Rule 415 Offering
The undersigned 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, 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.
Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act 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 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 the 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.
-3-
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 Norwich, State of New York, on
the twenty-sixth day of April, 1996.
NBT BANCORP INC.
By: /s/Daryl R. Forsythe
--------------------
Daryl R. Forsythe
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the twenty-third day of April, 1996.
Signature Title Date
- --------- ----- ----
DARYL R. FORSYTHE President and Chief 4/23/96
* --------------------------- Executive Officer -------
Daryl R. Forsythe
JOE C. MINOR Vice President, Chief 4/23/96
* --------------------------- Financial Officer, and -------
Joe C. Minor Treasurer
EVERETT A. GILMOUR Director 4/23/96
* --------------------------- -------
Everett A. Gilmour
PETER B. GREGORY Director 4/23/96
* --------------------------- -------
Peter B. Gregory
ANDREW S. KOWALCZYK, JR. Director 4/23/96
* --------------------------- -------
Andrew S. Kowalczyk, Jr.
JOHN C. MITCHELL Director 4/23/96
* --------------------------- -------
John C. Mitchell
PAUL O. STILLMAN Director 4/23/96
* --------------------------- -------
Paul O. Stillman
By: /s/DARYL R. FORSYTHE
--------------------
DARYL R. FORSYTHE
ATTORNEY-IN-FACT
* An original power of attorney, authorizing Daryl R. Forsythe and Joe C.
Minor and each of them to sign this Registration Statement as attorneys for
Officers and Directors of the Registrant, is included in this Form S-8 as
Exhibit 24.1.
-4-
EXHIBIT INDEX
The following documents are attached as exhibits to this Form S-8 or, if
annotated by the symbol *, are incorporated by reference as Exhibits as
indicated by the page number of exhibit cross-reference to the prior
filings of the Registrant with the Commission.
Exhibit Exhibit
Number Cross
- ------ Reference
---------
4.1 Certificate of Incorporation of NBT BANCORP INC., *
as Amended through April 22, 1995.
Form 10-Q for the quarterly period ended
March 31, 1995, filed May 15, 1995.
Exhibit 3.1.
4.2 By-Laws of NBT BANCORP INC. *
Form 10-K for the year ended December 31, 1994,
filed March 30, 1995, File No. 0-14703.
Exhibit 3.3.
5.1 Opinion and Consent of Metzger, Hollis, Gordon Herewith
& Alprin.
23.1 Consent of Metzger, Hollis, Gordon & Alprin Herewith
(contained in their opinion filed as
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent Herewith
auditors.
24.1 Power of Attorney. Herewith
-5-
EXHIBIT NO. 5.1
OPINION AND CONSENT OF METZGER, HOLLIS, GORDON & ALPRIN
April 29, 1996
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Gentlemen:
You have requested our opinion, as your securities counsel, in
connection with the registration with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of 157,220
shares of common stock, no par value, stated value $1.00 per share
("Common Stock"), of NBT Bancorp Inc. (the "Company") on Form S-8 (the
"Registration Statement). The Common Stock to which the Registration
Statement relates is issuable pursuant to the Company's Non-Qualified
Stock Option Agreement with Joseph J. Butare, Jr. (the "Plan").
We have examined and relied upon originals or copies, authenticated
or certified to our satisfaction, of all such corporate records of the
Company, communications or certifications of public officials,
certificates of officers, directors and representatives of the Company
and such other documents as we have deemed relevant and necessary as the
basis of the opinions expressed herein. In making such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents tendered to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies.
Based upon the foregoing and relying upon statements of fact
contained in the documents which we have examined, we advise you that,
in our opinion, the shares of Common Stock registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan
and as contemplated in the Registration Statement, when paid for in full
by the participant in accordance with the Plan, will be, when issued,
duly authorized and legally issued, fully paid, and non-assessable.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Registration Statement and further consent to the
filing of this opinion as an exhibit to the Registration Statement and
any amendment thereto.
Sincerely,
METZGER, HOLLIS, GORDON & ALPRIN
By:/s/ Laurence S. Lese
Laurence S. Lese
EXHIBIT NO. 23.2
CONSENT OF KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
NBT Bancorp Inc.:
We consent to incorporation by reference in the registration statement for
the Non-Qualified Stock Option Agreement With Joseph J. Butare, Jr. on Form
S-8 of NBT Bancorp Inc. of our report dated January 12, 1996, relating to
the consolidated balance sheets of NBT Bancorp Inc. and subsidiary as of
December 31, 1995 and 1994, 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, 1995 which report has been
incorporated by reference in the December 31, 1995 annual report on Form
10-K of NBT Bancorp Inc. and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Syracuse, New York
April 24, 1996
EXHIBIT NO. 24.1
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW all men by these presents, that the undersigned officers and
directors of NBT BANCORP INC., in the capacities and dates(s) indicated
below, do hereby constitute and appoint Daryl R. Forsythe and Joe C.
Minor and either one of them, the lawful attorneys and agents or attorney
and agent, with power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and
either one of them, determine may be necessary or advisable or required
to enable the Company to comply with the Securities Act of 1933, as
amended, and rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement on
Form S-8 for the Non-Qualified Stock Option Agreement with Joseph J.
Butare, Jr. ("Registration Statement"). Without limiting the generality
of the foregoing power and authority, the power granted includes the
power and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration
Statement, to any and all post-effective amendments, and supplements to
this Registration Statement or amendments or supplements thereto, and
each of the undersigned hereby ratifies and confirms all that said
attorneys, agents or either of them shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his name.
Signature Title Date
- --------- ----- ----
/s/Daryl R. Forsythe President and Chief 4/23/96
- --------------------------- Executive Officer -------
Daryl R. Forsythe
/s/Joe C. Minor Vice President, Chief 4/23/96
- --------------------------- Financial Officer, and -------
Joe C. Minor Treasurer
/s/Everett A. Gilmour Director 4/23/96
- --------------------------- -------
Everett A. Gilmour
/s/Peter B. Gregory Director 4/23/96
- --------------------------- -------
Peter B. Gregory
/s/Andrew S. Kowalczyk, Jr. Director 4/23/96
- --------------------------- -------
Andrew S. Kowalczyk, Jr.
/s/John C. Mitchell Director 4/23/96
- --------------------------- -------
John C. Mitchell
/s/Paul O. Stillman Director 4/23/96
- --------------------------- -------
Paul O. Stillman
