AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998
REGISTRATION NO. 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 NO.)
INCORPORATION OR ORGANIZATION)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NBT BANCORP INC. 1993 STOCK OPTION PLAN
(FULL TITLE OF THE 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
DUANE, MORRIS & HECKSCHER LLP
1667 K STREET, N.W., SUITE 700, WASHINGTON, D.C. 20006 (202) 776-7800
APPROXIMATE DATE OF COMMENCEMENT OF SALES PURSUANT TO THE 1993 PLAN:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) FEE
- ---------------------------------------------------------------------------------------------------------------
COMMON STOCK,
NO PAR VALUE,
$1.00 STATED VALUE 1,558,661
PER SHARE SHARES $25.375 $39,551,023 $11,668
- ---------------------------------------------------------------------------------------------------------------
(1) PLUS SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED PURSUANT TO THE
1993 STOCK OPTION PLAN IN THE EVENT OF A STOCK DIVIDEND OR SPLIT,
RECAPITALIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION, COMBINATION, OR
EXCHANGE OF SHARES, OR OTHER SIMILAR CORPORATE CHANGE.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE AND
BASED, PURSUANT TO RULE 457(H)(1), UPON THE AVERAGE OF THE HIGHEST AND LOWEST
QUOTED SELLING PRICES OF THE REGISTRANT'S COMMON STOCK REPORTED ON THE NASDAQ
NATIONAL MARKET ON NOVEMBER 16, 1998, A DATE WITHIN FIVE DAYS OF THE DATE ON
WHICH THIS REGISTRATION STATEMENT WAS FILED.
AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 7 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 employees 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") 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, 1997.
(b) Bancorp's Proxy Statement dated March 17, 1998 for the
Stockholders' Annual Meeting held on April 18, 1998, filed
pursuant to Section 14 of the Exchange Act.
(c) Bancorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998.
(d) 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 OF SECURITIES
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 Certificate 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 Certificate of Incorporation also provides 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 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.
FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 15(d) of the Securities
Exchange Act of 1934 (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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the forgoing 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 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 seventeenth day of
November, 1998.
NBT BANCORP INC.
By: /S/JOE C. MINOR
----------------------
Joe C. Minor
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.
SIGNATURE TITLE DATE
- ----------- ---------- --------
DARYL R. FORSYTHE President, Chief Executive Officer November 17, 1998
- ------------------------------------ and Director
Daryl R. Forsythe
JOE C. MINOR Chief Financial Officer, Principal November 17, 1998
- ------------------------------------ Accounting Officer and Treasurer
Joe C. Minor
EVERETT A. GILMOUR Director November 17, 1998
- ------------------------------------
Everett A. Gilmour
PETER B. GREGORY Director November 17, 1998
- ------------------------------------
Peter B. Gregory
PAUL O. STILLMAN Director November 17, 1998
- ------------------------------------
Paul O. Stillman
ANDREW S. KOWALCZYK, JR. Director November 17, 1998
- ------------------------------------
Andrew S. Kowalczyk, Jr.
JOHN C. MITCHELL Director November 17, 1998
- ------------------------------------
John C. Mitchell
By: /s/JOE C. MINOR
-------------------
Joe C. Minor
Attorney-In-Fact
-4-
INDEX TO EXHIBITS
The following documents are attached as exhibits to this Form S-8 or,
if annotated by the symbol *, are incorporated by reference as Exhibits to
previous filings of the Registrant with the Commission.
Exhibit
NUMBER
4.1 * Certificate of Incorporation of NBT BANCORP INC., as Amended
through April 18, 1998.
Form 10-Q for the quarter ended March 31, 1998, filed May 15, 1998,
File No. 0-14703. Exhibit 10.3
4.2 * By-Laws of NBT BANCORP INC., as Amended and Restated through
November 15, 1994.
Form 10-K for the year ended December 31, 1994, filed March 31,
1995, File No. 0-14703. Exhibit 3.3
4.3 * NBT BANCORP INC. 1993 Stock Option Plan
Proxy Statement dated March 17, 1998 for the Annual Meeting
held April 18, 1998, filed March 2, 1998. File No. 0-14703.
Annex A.
5.1 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP
(contained in their opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
24.1 Power of Attorney
-5-
EXHIBIT NO. 5.1
OPINION AND CONSENT OF DUANE, MORRIS & HECKSCHER LLP
DUANE, MORRIS & HECKSCHER LLP
ATTORNEYS AT LAW
ONE LIBERTY PLACE
PHILADELPHIA, PA 19103-7396
(215) 979-1000
FAX
(215) 979-1020
ONE LIBERTY PLACE 380 LEXINGTON AVENUE
PHILADELPHIA, PA 19103-7396 NEW YORK, NY 10168
305 NORTH FRONT STREET, 5TH FLOOR 1201 MARKET STREET, SUITE 1500
HARRISBURG, PA 17108-1003 WILMINGTON, DE 19801-0195
735 CHESTERBROOK BOULEVARD 314 S. STATE STREET
WAYNE, PA 19087-5638 DOVER, DE 19901
968 POSTAL ROAD, SUITE 200 51 HADDONFIELD ROAD, SUITE 340
ALLENTOWN, PA 18109-0400 CHERRY HILL, NJ 08002-4810
ONE GATEWAY CENTER, SUITE 1210 249 ROYAL PALM WAY, SUITE 403
NEWARK, NJ 07102 PALM BEACH, FL 33480
600 TRAVIS, SUITE 6500
HOUSTON, TX 77002
November 16, 1998
LAURENCE S. LESE
DIRECT DIAL:(202) 776-7815
E-MAIL: lese@duanemorris.com
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Gentlemen:
We have acted as special counsel to NBT Bancorp Inc. (the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relative to the offer and
sale by the Company of up to 1,558,661 shares (the "Shares") of common stock, no
par value, stated value $1.00 per share ("Common Stock"), pursuant to the
Company's 1993 Stock Option Plan, as amended (the "Plan").
As special counsel to the Company, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate records of the Company, including the resolutions of the Company's
board of directors and other records relating to the authorization,
registration, sale, and issuance of the Shares, 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, we are of the opinion that the Shares to be
issued by the Company as described in the Registration Statement, when issued in
accordance with the terms and conditions of the Plan, will be legally issued,
fully paid, and non-assessable.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the prospectus portion of the Registration Statement and
further consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Sincerely,
DUANE, MORRIS & HECKSCHER LLP
/s/ Duane, Morris & Heckscher LLP
EXHIBIT NO. 23.2
CONSENT OF KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
NBT Bancorp Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 for the registration of shares under the NBT Bancorp Inc. 1993 Stock
Option Plan of our audit report dated January 15, 1998, relating to the
consolidated balance sheets of NBT Bancorp Inc. and subsidiary as of December
31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997 which report appears in the December 31, 1997
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
November 18, 1998
EXHIBIT 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
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 any one of them, determine may
be necessary or advisable or required to enable NBT BANCORP INC. 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 NBT BANCORP INC. 1993 Stock Option Plan
("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 and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereto, and each of the undersigned hereby ratifies
and confirms all that said attorneys, agents or any 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 or her name.
SIGNATURE TITLE DATE
/s/DARYL R. FORSYTHE President, Chief Executive Officer November 17, 1998
Daryl R. Forsythe and Director
/s/JOE C. MINOR Chief Financial Officer, Principal November 17, 1998
Joe C. Minor Accounting Officer, and Treasurer
/s/EVERETT A. GILMOUR Director November 17, 1998
Everett A. Gilmour
/s/PETER B. GREGORY Director November 17, 1998
Peter B. Gregory
/s/PAUL O. STILLMAN Director November 17, 1998
Paul O. Stillman
/s/ANDREW S. KOWALCZYK, JR. Director November 17, 1998
Andrew S. Kowalczyk, Jr.
/s/JOHN C. MITCHELL Director November 17, 1998
John C. Mitchell
