Form S-8 Registration Statement for 2004 Stock Incentive Plan of Dime Community
Bancshares, Inc.
Registration
No._____.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
under
THE
SECURITIES ACT OF 1933
Dime
Community Bancshares, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
|
11-3297463
(I.R.S.
Employer Identification No.)
|
209
Havemeyer Street
c/o
Dime Savings Bank of Williamsburgh
Brooklyn,
New York 11211
(718)
782-6200
(Address,
including Zip Code, of principal executive
offices)
|
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan
(Full
title of the Plan)
Mr.
Vincent F. Palagiano
Chairman
of the Board and Chief Executive Officer
Dime
Community Bancshares, Inc.
209
Havemeyer Street
Brooklyn,
New York 11211
(718)
782-6200
Copy
to:
W.
Edward
Bright, Esq.
Thacher
Proffitt & Wood
Two
World
Financial Center
New
York,
New York 10281
(212)
912-7400
(Name
and
address, including Zip Code, telephone number and area code, of agent for
service)
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share (2)
|
Proposed
Maximum Aggregate Offering Price (2)
|
Amount
of Registration Fee
|
Common
Stock, $0.01 par value
|
1,496,300
shares
|
—
|
$2,500
|
$2,500
|
(1) Based
on
the number of shares of common stock of Dime Community Bancshares, Inc. (the
“Company”) reserved for issuance pursuant to the Dime Community Bancshares, Inc.
2004 Stock Incentive Plan (the “Plan”). In addition to such shares, this
registration statement also covers an undetermined number of shares of common
stock of the Company that, by reason of certain events specified in the Plan,
may become issuable upon exercise of options through the application of certain
anti-dilution provisions.
(2) Estimated
solely for purpose of calculating the registration fee in accordance with Rule
457 of the Securities Act of 1933, pursuant to which 31,804 shares issued as
restricted stock awards are deemed to be offered at $15.27, the average of
the
high and low sales prices on March 17, 2005 (the day in which they were issued),
76,320 shares subject to outstanding options are deemed to be offered at $16.45,
the price at which such options may be exercised, 318,492 shares subject to
outstanding options are deemed to be offered at $15.10, the price at which
such
options may be exercised, 30,000 shares issued as restricted stock awards are
deemed to be offered at $14.65, the average of the high and low sales prices
on
January 3, 2006 (the day in which they were issued), 18,000 shares issued as
restricted stock awards are deemed to be offered at $14.49, the average of
the
high and low sales prices on March 16, 2006 (the day in which they were issued),
and shares that may be issued in the future are deemed to be offered at $15.38
per share, an estimated price. On April 20, 2006, the closing price of the
Company's common stock was $14.41.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
|
Plan
Information.
|
Not
required to be filed with the Securities and Exchange Commission (the
“Commission”), pursuant to the Note to Part I of Form S-8.
Item
2.
|
Registrant
Information and Employee Plan Annual
Information.
|
Not
required to be filed with the Commission pursuant to the Note to Part I of
the
Form S-8.
Note:
The
documents containing the information specified in this Part I will be sent
or
given to employees as specified by Rule 428(b)(1). Such documents need not
be
filed with the Commission either as part of this registration statement or
as
prospectuses or prospectus supplements pursuant to Rule 424. These documents
and
the documents incorporated by reference in this registration statement pursuant
to Item 3 of Part II of this form, taken together, constitute a prospectus
that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (“Securities Act”).
PART
II
Item
3.
|
Incorporation
of Documents by Reference.
|
|
(1)
|
the
description of Registrant’s Common Stock contained in Registrant’s
Registration Statement on Form 8-A, dated February 15, 1996; and
the
description of the related Preferred Share Purchase Rights (the “Rights”)
issued by the Registrant pursuant to the Rights Agreement dated as
of
April 9, 1998 (the “Rights Agreement”) between the Registrant and
ChaseMellon Shareholder Services, L.L.C. included in the Registration
Statement on Form 8-A filed with the Commission on April 15,
1998;
|
|
(2)
|
Registrant’s
Annual Report on Form 10-K for the year ended December 31,
2005;
|
|
(4)
|
Registrant’s
Current Reports on Form 8-K dated January 4, 2006, January 30, 2006
and
March 20, 2006; and
|
|
(5)
|
the
Registrant’s Proxy Statements for its Annual Meeting of Shareholders held
on May 20, 2004, filed by the Registrant pursuant to section 14 of
the
Exchange Act.
|
All
documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (“Exchange Act”) after the end of the fiscal year ended
December 31, 2005 and prior to the filing of a post-effective amendment which
indicates that all common stock of Registrant (“Common Stock”) offered hereby
has been sold or which deregisters all Common Stock then remaining unsold,
shall
be deemed to be incorporated by reference into this registration statement
and
to be a part hereof from the date of filing of such documents. 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 a statement contained herein
or
in any document which is or is deemed to be incorporated by reference herein
modifies
or supersedes such statement. Any statement so modified or superseded shall
not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Dime
Community Bancshares, Inc. will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any
or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to the Investor
Relations Department, Dime Community Bancshares, Inc., 209 Havemeyer Street,
Brooklyn, New York 11211. Telephone requests may be directed to (718) 782-6200.
Item
4.
|
Description
of Securities.
|
Not
applicable.
Item
5.
|
Interests
of Named Experts and
Counsel.
|
Not
applicable.
Item
6.
|
Indemnification
of Directors and Officers.
|
Section
145 of the Delaware General Corporation Law (“DGCL”) inter
alia,
empowers a Delaware corporation to indemnify any person who was or is a party
or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys’ fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action
or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such
person shall not have been adjudged liable to the corporation. Any such
indemnification (unless ordered by a court) may be made only as authorized
in
each specific case by the corporation upon a determination that indemnification
is proper because the indemnitee has met the applicable standard of conduct,
which indemnification shall be made in the case of a director or officer at
the
time of the determination by the shareholders, disinterested directors or
committee of disinterested directors or by independent legal counsel in a
written opinion.
Section
145 further authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article
IX of the Company’s Certificate of Incorporation provides that a director shall
not be personally liable to the Company or its stockholders for damages for
breach of his fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is expressly prohibited by the DGCL.
Article X of the Company’s Certificate of Incorporation requires the Company,
among other things, to indemnify to the fullest extent permitted by the DGCL,
any person who is or was or has agreed to become a director or officer of the
Company, who was or is made a party to, or is threatened to be made a party
to,
or has become a witness in, any threatened, pending or completed action, suit
or
proceeding, including actions or suits by or in the right of the Company, by
reason of such agreement or service or the fact that such person is, was or
has
agreed to serve as a director, officer, employee or agent of another corporation
or organization at the written request of the Company.
Article
X
also empowers the Company to purchase and maintain insurance to protect itself
and its directors and officers against any liability, regardless of whether
or
not the Company would have the power to indemnify those persons against such
liability under the law or the provisions set forth in the Certificate of
Incorporation. The Company is also authorized by its Certificate of
Incorporation to enter into individual indemnification contracts with directors
and officers. The Company currently maintains directors’ and officers’ liability
insurance consistent with the provisions of the Certificate of
Incorporation.
The
Company has entered into an Employment Agreement dated June 26, 1996 among
the
Company and each of Vincent F. Palagiano, Michael P. Devine, and Kenneth J.
Mahon pursuant to which it has undertaken contractually to provide
indemnification and insurance coverage in the manner described
above.
Item
7.
|
Exemption
from Registration Claimed.
|
Not
applicable.
4.1 |
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by reference to the registrant's Annual Report on Form 10-K for the
fiscal
year ended December 31, 2004 filed on March 16,
2005.
|
4.2 |
Form
of Stock Option Agreement for Outside Directors under the Dime Community
Bancshares, Inc. 2004 Stock Incentive Plan, incorporated by reference
to
the registrant's Current Report on Form 8-K filed on March 29,
2005.
|
4.3 |
Form
of Stock Option Agreement for Officers and Employees under the Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by
reference to the registrant's Current Report on Form 8-K filed on
March
22, 2005.
|
4.4 |
Form
of Restricted Stock Award Agreement for Officers and Employees under
the
Dime Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by
reference to the registrant's Current Report on Form 8-K filed on
March
22, 2005.
|
4.5 |
Certificate
of Incorporation of Dime Community Bancshares, Inc., incorporated
by
reference to the Registrant’s Transition Report on Form 10-K for the
period ended December 31, 2002, and filed on March 28, 2003.
|
|
4.6
|
Bylaws
of Dime Community Bancshares, Inc., incorporated by reference to
the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2005, and filed on May 10,
2005.
|
|
5.0
|
Opinion
of Thacher Proffitt & Wood, counsel for Registrant, as to the legality
of the securities being registered.
|
|
23.1
|
Consent
of Thacher Proffitt & Wood (included in Exhibit 5
hereof).
|
|
23.2
|
Consent
of Deloitte & Touche LLP.
|
Item
9. Undertakings.
A. Rule
415 offering.
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:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) 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;
Provided,
however,
that
paragraphs A.(2)(i) and A.(2)(ii) do not apply if the registration statement
is
on Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That,
for
the purpose of determining 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.
B. Filings
incorporating subsequent Exchange Act documents by reference.
The
undersigned Registrant hereby undertakes that, for purposes 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.
C. Incorporated
annual and quarterly reports.
The
undersigned Registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given,
the
latest annual report to security holders that is incorporated by reference
in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set
forth in the prospectus, to deliver, or cause to be delivered to each person
to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
D. Filing
of registration on Form S-8.
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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant for 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 New York,
State of New York, on April 27, 2006.
Dime
Community Bancshares, Inc.
By:
/s/ VINCENT F. PALAGIANO
Vincent
F. Palagiano
Chairman
of the Board and
Chief
Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the
dates indicated.
Name
|
Title
|
Date
|
/s/
VINCENT F. PALAGIANO
Vincent
F. Palagiano
|
Chairman
of the Board and Chief Executive Officer
(Principal
executive officer)
|
April
27, 2006
|
/s/
MICHAEL P. DEVINE
Michael
P. Devine
|
President
and Chief Operating Officer and Director
|
April
27, 2006
|
/s/
KENNETH J. MAHON
Kenneth
J. Mahon
|
Executive
Vice President and Chief Financial Officer and Director
(Principal financial officer)
|
April
27, 2006
|
/s/
ANTHONY BERGAMO
Anthony
Bergamo
|
Director
|
April
27, 2006
|
/s/
GEORGE L. CLARK, JR.
George
L. Clark, Jr.
|
Director
|
April
27, 2006
|
/s/
STEVEN D. COHN
Steven
D. Cohn
|
Director
|
April
27, 2006
|
/s/
PATRICK E. CURTIN
Patrick
E. Curtin
|
Director
|
April
27, 2006
|
/s/
JOSEPH H. FARRELL
Joseph
H. Farrell
|
Director
|
April
27, 2006
|
/s/
FRED P. FEHRENBACH
Fred
P. Fehrenbach
|
Director
|
April
27, 2006
|
/s/
JOHN J. FLYNN
John
J. Flynn
|
Director
|
April
27, 2006
|
/s/
STANLEY MEISELS
Stanley
Meisels
|
Director
|
April
27, 2006
|
/s/
JOSEPH J. PERRY
Joseph
J. Perry
|
Director
|
April
27, 2006
|
/s/
LOUIS V. VARONE
Louis
V. Varone
|
Director
|
April
27, 2006
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
4.1
|
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by
reference to the registrant's Annual Report on Form 10-K for the
fiscal
year ended December 31, 2004 filed on March 16, 2005.
|
4.2
|
Form
of Stock Option Agreement for Outside Directors under the Dime Community
Bancshares, Inc. 2004 Stock Incentive Plan, incorporated by reference
to
the registrant's Current Report on Form 8-K filed on March 29,
2005.
|
4.3
|
Form
of Stock Option Agreement for Officers and Employees under the Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by
reference to the registrant's Current Report on Form 8-K filed on
March
22, 2005.
|
4.4
|
Form
of Restricted Stock Award Agreement for Officers and Employees under
the
Dime Community Bancshares, Inc. 2004 Stock Incentive Plan, incorporated
by
reference to the registrant's Current Report on Form 8-K filed on
March
22, 2005.
|
4.5
|
Certificate
of Incorporation of Dime Community Bancshares, Inc., incorporated
by
reference to the Registrant’s Transition Report on Form 10-K for the
period ended December 31, 2002 and filed on March 28, 2003.
|
4.6
|
Bylaws
of Dime Community Bancshares, Inc., incorporated by reference to
the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2005, and filed on May 10, 2005.
|
5.0
|
Opinion
of Thacher Proffitt & Wood LLP, counsel for Registrant, as to the
legality of the securities being registered.
|
23.1
|
Consent
of Thacher Proffitt & Wood LLP (included in Exhibit 5
hereof).
|
23.2
|
Consent
of Deloitte & Touche LLP.
|