As filed with the Securities and Exchange Commission on July 24, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
THE SECURITIES ACT OF 1933
STERLING BANCORP
(Exact name of registrant as specified in its charter)
New York 13-2565216
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 Fifth Avenue
New York, New York 10019
(212) 757-3300
(Address and telephone number of Principal Executive Offices)
Sterling Bancorp
Stock Incentive Plan
(Full title of the plan)
John W. Tietjen
Executive Vice President, Treasurer and
Chief Financial Officer
Sterling Bancorp
650 Fifth Avenue
New York, New York 10019
(Name and address of agent for service)
(212) 757-3300
(Telephone number, including area code, of agent for service)
COPY TO:
Michael J. Segal, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(COVER CONTINUED ON NEXT PAGE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock, $1.00 Par Value (including 400,000 (1) $29.27 $11,708,000.00 $1,078.00
associated and attached rights to purchase
shares of capital stock under the Company's
Shareholder Protection Rights Agreement
dated as of May 21, 1998)
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(1) Represents additional shares of common stock ("Common Stock") issuable
pursuant to the Sterling Bancorp Stock Incentive Plan. This registration
statement also relates to such indeterminate number of additional shares of
Common Stock of Sterling Bancorp (the "Company") as may be issuable as a result
of stock splits, stock dividends or additional similar transactions.
(2) Estimated solely for calculating the amount of the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the registrant's
Common Stock as reported by the New York Stock Exchange on July 22, 2002.
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INTRODUCTION
We are filing this registration statement for the purpose of
registering, in accordance with General Instruction E of Form S-8, an additional
400,000 shares of Common Stock, par value $1.00 per share, issuable under the
Sterling Bancorp Stock Incentive Plan (the "Incentive Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 2001;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002;
3. The Company' Registration Statement on Form S-8 (File No. 333-72294)
dated October 26, 2001.
4. The Company's Registration Statement on Form S-8 (File No. 333-63665)
dated September 18, 1998; and
5. The Company's Registration Statement on Form S-8 (File No. 333-27473)
dated May 20, 1997.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registrations statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registrations statement.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Jerrold Gilbert, Esq., whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5.1 hereto, is an employee
of the Company and participates in the Incentive Plan and other benefit plans
established by the Company. Mr. Gilbert holds options to purchase 73,283 shares
of common stock of the Company, with attached and associated rights.
Item 8. EXHIBITS
Exhibit Document
5.1 -- Opinion of Jerrold Gilbert, Esq. as to the validity of the
shares to be issued.
23.1 -- Consent of KPMG LLP.
23.2 -- Consent of Jerrold Gilbert, Esq. (contained in Exhibit 5.1).
24 -- Power of Attorney (reference is made to the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant hereby 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 July 24, 2002.
STERLING BANCORP
By: /s/ Louis J. Cappelli
---------------------------------------
Name: Louis J. Cappelli
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Louis J. Cappelli and John C. Millman or any one of them, to act as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement and to
file the same, with exhibits thereto, and other documents in connection
therewith with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this registration statement has
been duly signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Louis J. Cappelli Chairman of the Board, Chief July 24, 2002
----------------------------- Executive Officer
Louis J. Cappelli And Director
(principal executive officer)
/s/ John C. Millman President and Director July 24, 2002
-----------------------------
John C. Millman
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ John W. Tietjen Executive Vice President, July 24, 2002
----------------------------- Treasurer and Chief
John W. Tietjen Financial Officer
(principal financial officer)
/s/ Joseph M. Adamko Vice Chairman of the Board and July 24, 2002
----------------------------- Director
Joseph M. Adamko
/s/ Robert Abrams Director July 24, 2002
-----------------------------
Robert Abrams
/s/ Walter Feldesman Director July 24, 2002
-----------------------------
Walter Feldesman
Director
-----------------------------
Allan F. Hershfield
/s/ Henry J. Humphreys Director July 24, 2002
-----------------------------
Henry J. Humphreys
Director
-----------------------------
Eugene T. Rossides
/s/ Joseph Cicero Senior Vice President and July 24, 2002
----------------------------- Controller
Joseph Cicero (controller)