AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2001
REGISTRATION NO. 333-XXXXX
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NBT BANCORP INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 16-1268674
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(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) 337-2265
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
BRIAN D. ALPRIN, ESQ. AND LAURENCE S. LESE, ESQ.
DUANE, MORRIS & HECKSCHER LLP
1667 K Street, N.W., Suite 700, Washington, D.C. 20006 (202) 776-7800
CALCULATION OF REGISTRATION FEE
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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
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COMMON STOCK, 2,500,000(3) $13.23 $33,075,000 $8,269 (4)
$.01 PAR VALUE SHARES
PER SHARE
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(1) PLUS SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED UNDER 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 OCTOBER 16, 2001, A DATE
WITHIN FIVE DAYS OF THE DATE ON WHICH THIS REGISTRATION STATEMENT WAS
FILED.
(3) PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT INCORPORATES AND SUPERSEDES THE REGISTRANT'S
FORM S-8 REGISTRATION STATEMENTS, SEC FILE NO. 33-77410, WHICH THE SEC
DECLARED EFFECTIVE ON APRIL 6, 1994 AND FILE NO. 333-67615, WHICH THE
SEC DECLARED EFFECTIVE ON NOVEMBER 20, 1998. WHEN THE SHARES OF THE
REGISTRANT'S COMMON STOCK REGISTERED UNDER THIS REGISTRATION STATEMENT
ARE ADDED TO THE SHARES OF THE REGISTRANT'S COMMON STOCK REGISTERED
UNDER THE REGISTRANT'S EARLIER REGISTRATION STATEMENTS REFERRED TO IN
THE PREVIOUS SENTENCE, THE REGISTRANT WILL HAVE REGISTERED UNDER THE
SECURITIES ACT OF 1933 A TOTAL OF 4,275,353 SHARES OF ITS COMMON STOCK
FOR ISSUANCE UNDER THE NBT BANCORP INC. 1993 STOCK OPTION PLAN.
(4) PURSUANT TO RULE 457(P) UNDER THE SECURITIES ACT OF 1933, THE
REGISTRATION FEE THAT WOULD OTHERWISE BE PAYABLE UNDER RULE 457 WITH
REGARD TO THE SUBJECT REGISTRATION STATEMENT IS HEREBY OFFSET AGAINST A
PORTION OF THE REGISTRANT'S $52,272 REGISTRATION FEE THAT IT PAID TO
THE SEC ON AUGUST 1, 2000 WHEN IT FILED ITS REGISTRATION STATEMENT ON
FORM S-4, FILE NO. 333-42714, WHICH REGISTRATION STATEMENT THE
REGISTRANT SUBSEQUENTLY WITHDREW BY SEC FORM RW ON OCTOBER 6, 2000. THE
BALANCE OF THAT FEE WAS OFFSET BY THE $36,038 FILING FEE WITH RESPECT
TO THE REGISTRANT'S FORM S-4 REGISTRATION STATEMENT, FILE NO.
333-66472, FILED ON AUGUST 1, 2001, LEAVING A "RULE 457(P) ACCOUNT
BALANCE" OF $16,234. BY OFFSETTING THE REGISTRATION FEE OTHERWISE DUE
BY THE REGISTRANT'S FILING THE SUBJECT REGISTRATION STATEMENT, THE
REGISTRANT HAS A "RULE 457(P) ACCOUNT BALANCE" OF $7,965.
AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 8 OF THIS FORM S-8.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the note to 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 participants as specified by Rule 428(b)(1).
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Certain Documents by Reference
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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, 2000;
(b) Bancorp's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001;
(c) Bancorp's Current Reports on Form 8-K filed on
January 3, 2001, June 5, 2001, June 22, 2001 and July
27, 2001;
(d) (i) Bancorp's Form 8-A/A filed with the SEC on May 9,
2000;
(ii) Bancorp's Form 8-A/A filed with the SEC on
February 24, 2000;
(iii) The description of Bancorp's Common Stock as
set forth under the caption "DESCRIPTION OF NBT
CAPITAL STOCK" presented in the prospectus portion of
NBT's Form S-4 Registration Statement, SEC File No.
333-66472, filed with the Commission on August 1,
2001 and NBT's SEC Rule 424(b)(3) prospectus filed
with the Commission on September 10, 2001.
Bancorp additionally incorporates by reference herein all documents to
be subsequently filed by Bancorp pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, 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 incorporated by reference into this Registration Statement
and to be part of this Registration Statement 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 into this Registration
Statement. 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.
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Item 4 - Description of Securities
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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
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Members of Duane, Morris & Heckscher LLP, counsel for Bancorp, own
shares of Bancorp common stock. The fair market value of this stock ownership
exceeds $50,000 but represents less than .1% of Bancorp's outstanding shares.
Under the regulations of the Commission, Duane, Morris & Heckscher LLP may be
deemed to have a substantial interest in Bancorp.
Item 6 - Indemnification of Directors and Officers
--------------------------------------------------
Bancorp's bylaws contain provisions providing that Bancorp shall
indemnify any person who was or is a party or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of Bancorp, or is or was serving at the request of Bancorp as a director
of another corporation, partnership, joint venture, trust, or other enterprise,
to the maximum extent authorized 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, except for
liability (1) for any breach of the director's duty of loyalty to Bancorp or its
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under ss. 174 of the
Delaware General Corporation Law; or (4) for any transaction from which the
director derived an improper personal benefit.
Item 7 - Exemption from Registration Claimed
--------------------------------------------
This Item is omitted because it is not applicable.
Item 8 - Exhibits
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The exhibits to this registration statement are listed in the Exhibit
Index included elsewhere herein.
Item 9 - Undertakings
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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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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;
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(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 paragraph (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 Securities Exchange Act of
1934) 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 foregoing 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.
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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 17th day of
October, 2001.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
---------------------
Daryl R. Forsythe
President, Chief Executive Officer
and Chairman of the Board of Directors
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
--------- ----- ----
/s/ Daryl R. Forsythe President, Chief Executive Officer and October 17, 2001
------------------------ Chairman of the Board of Directors
Daryl R. Forsythe (Principal Executive Officer)
/s/ Michael J. Chewens Executive Vice President and October 17, 2001
---------------------- Chief Financial Officer (Principal
Michael J. Chewens Financial and Accounting Officer)
/s/ J. Peter Chaplin Director October 17, 2001
--------------------------
J. Peter Chaplin
/s/ Richard Chojnowski Director October 17, 2001
----------------------
Richard Chojnowski
/s/ Gene E. Goldenziel Director October 17, 2001
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Gene E. Goldenziel
/s/ Peter B. Gregory Director October 17, 2001
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Peter B. Gregory
/s/ William C. Gumble Director October 17, 2001
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William C. Gumble
/s/ Bruce D. Howe Director October 17, 2001
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Bruce D. Howe
/s/Andrew S. Kowalczyk, Jr. Director October 17, 2001
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Andrew S. Kowalczyk, Jr.
/s/ John C. Mitchell Director October 17, 2001
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John C. Mitchell
/s/ Joseph G. Nasser Director October 17, 2001
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Joseph G. Nasser
/s/ William L. Owens Director October 17, 2001
-----------------------
William L. Owens
/s/ Paul O. Stillman Director October 17, 2001
-------------------------
Paul O. Stillman
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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
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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 LLP.
99.1 NBT Bancorp Inc. 1993 Stock Option Plan.
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