Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 18, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Greene County Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
United States of America 14-1809721
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
302 Main Street
Catskill, New York 12414
(Address of Principal Executive Offices)
Greene County Bancorp, Inc. 2008 Equity Incentive Plan
(Full Title of the Plan)Copies to:
Mr. Donald E. Gibson Robert B. Pomerenk, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
Greene County Bancorp, Inc 5335 Wisconsin Ave., N.W., Suite 780
302 Main Street Washington, DC 20015-2035
Catskill, New York 12414 (202) 274-2000
(518) 943-2600
(Name, Address and Telephone
Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common stock, par value
$0.10 per share 164,500(2) $12.50(4) $2,056,250.00 $114.74
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Common stock, par value
$0.10 per share 15,500(3) $14.755(5) $ 228,702.50 $ 12.76
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TOTALS 180,000 $2,284,952.50 $127.50
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Greene County Bancorp, Inc. 2008 Equity Incentive Plan (the "Stock
Benefit Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock of Greene County Bancorp, Inc.
(the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock currently reserved for
issuance for options granted pursuant to the Stock Benefit Plan.
(3) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of stock options.
(4) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(5) Determined pursuant to 17 C.F.R. Section 230.457(c).
--------------------------
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:
a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2009 (File No. 000-25165), filed with the Commission on September 28,
2009, pursuant to section 13(a) of the Securities Exchange Act of 1934, as
amended;
b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above; and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 11,
1998 (File No. 000-25165).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 Registration Statement and the prospectus.
All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
3
Item 6. Indemnification of Directors and Officers
Article XII of The Greene County Savings Bank's (the "Bank's") Bylaws
provides that "the Company shall indemnify its personnel, including directors,
officers and employees, to the fullest extent authorized by applicable law and
Office of Thrift Supervision ("OTS") regulations, as the same exists or may
hereafter be amended."
In addition, section 545.121 of the OTS regulations provides
indemnification for directors and officers of the Bank. All the directors and
officers of the Company hold the same position with the Bank and have
indemnification under OTS regulations as described below.
Generally, federal regulations define areas for indemnity coverage for
federal savings associations as follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association
shall be indemnified by the savings association for:
(i) Any amount for which that person becomes liable under a judgment
in such action; and
(ii) Reasonable costs and expenses, including reasonable attorneys'
fees, actually paid or incurred by that person in defending or
settling such action, or in enforcing his or her rights under
this section if he or she attains a favorable judgment in such
enforcement action.
(b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement,
b. Final judgment against him or her, or
c. Final judgment in his or her favor, other than on the
merits, if a majority of the disinterested directors of the savings association
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could reasonably have perceived it under
the circumstances and for a purpose he or she could reasonably have believed
under the circumstances was in the best interest of the savings association or
its members. However, no indemnification shall be made unless the association
gives the Office at least 60 days notice of its intention to make such
indemnification. Such notice shall state the facts on which the action arose,
the terms of any settlement, and any disposition of the action by a court. Such
notice, a copy thereof, and a certified copy of the resolution containing the
required determination by the board of directors shall be sent to the Regional
Director, who shall promptly acknowledge receipt thereof. The notice period
shall run from the date of such receipt. No such indemnification shall be made
if the OTS advises the association in writing, within such notice period, of its
objection thereto.
(c) As used in this paragraph:
(i.) "Action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii.) "Court" includes, without limitation, any court to which or in
which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with
no appeal taken;
(iv) "Settlement" includes the entry of a judgment by consent or
confession or a plea of guilty or of nolo contendere.
Item 7. Exemption From Registration Claimed.
Not applicable.
4
Item 8. Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
-------------- -------- ----------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
10 Greene County Bancorp, Inc. 2008 Equity
Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of ParenteBeard LLC, Independent Registered
Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
----------------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form SB-2 (File No. 333-63681) originally filed by the Company under the
Securities Act with the Commission on September 18, 1998, and all
amendments or reports filed for the purpose of updating such description.
** Incorporated by reference to Appendix A to the proxy statement for the
Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
000-25165), filed by the Company under the Securities Exchange Act of 1934,
as amended, on June 19, 2008.
Item 9. Undertakings
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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 Plan;
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 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; and
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
5
SIGNATURES
The Registrant. 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Catskill, State of New
York, on this 18th day of December, 2009.
GREENE COUNTY BANCORP, INC.
By: /s/ Donald E. Gibson
Donald E. Gibson
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Greene County Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Donald E. Gibson,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Donald E. Gibson may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted upon the exercise of stock options under the Greene County Bancorp, Inc.
2008 Equity Incentive Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities indicated below the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said
Donald E. Gibson shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ Donald E. Gibson President and December 15, 2009
------------------------------------ Chief Executive Officer
Donald E. Gibson (Principal Executive Officer)
/s/ Michelle Plummer Executive Vice President December 15, 2009
------------------------------------ Chief Operating Officer
Michelle Plummer and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ David H. Jenkins Director December 15, 2009
------------------------------------
David H. Jenkins
/s/ Dennis R. O'Grady Director December 15, 2009
------------------------------------
Dennis R. O'Grady
/s/ Arthur Place Director December 15, 2009
------------------------------------
Arthur Place
/s/ Charles H. Schaefer Director December 15, 2009
------------------------------------
Charles H. Schaefer
/s/ Paul Slutzky Director December 15, 2009
------------------------------------
Paul Slutzky
/s/ Martin C. Smith Chairman of the Board December 15, 2009
------------------------------------
Martin C. Smith
/s/ J. Bruce Whittaker Director December 15, 2009
------------------------------------
J. Bruce Whittaker
EXHIBIT INDEX
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
-------------- -------- ----------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
10 Greene County Bancorp, Inc. 2008 Equity Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of ParenteBeard LLC, Independent Registered
Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form SB-2 (File No. 333-63681) originally filed by the Company under the
Securities Act with the Commission on September 18, 1998, and all
amendments or reports filed for the purpose of updating such description.
** Incorporated by reference to Appendix A to the proxy statement for the
Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
000-25165), filed by the Company under the Securities Exchange Act of 1934,
as amended, on June 19, 2008.
Exhibit 5
OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20015
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TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER'S DIRECT DIAL NUMBER WRITER'S EMAIL
(202) 274-2000
December 17, 2009
Board of Directors
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
Re: Greene County Bancorp, Inc. 2008 Equity Incentive Plan
Registration Statement on Form S-8
--------------------------------------------------------
Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the issuance of Greene County Bancorp, Inc. (the "Company")
common stock, par value $0.10 per share (the "Common Stock"), pursuant to the
Greene County Bancorp, Inc. 2008 Equity Incentive Plan (the "Stock Benefit
Plan"). We have reviewed the Company's Charter, Registration Statement on Form
S-8 (the "Form S-8"), as well as applicable statutes and regulations governing
the Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when issued
in connection with the exercise of options granted pursuant to the Stock Benefit
Plan, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/
/s/ Luse Gorman Pomerenk & Schick, P.C.
LUSE GORMAN POMERENK & SCHICK
A Professional Corporation
Exhibit 23.2
CONSENT OF PARENTEBEARD LLC.
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 9, 2009, relating to the
consolidated financial statements appearing in the 2009 Annual Report to
Shareholders of Greene County Bancorp, Inc., which is incorporated by reference
in Greene County Bancorp, Inc.'s Annual Report on Form 10-K for the year ended
June 30, 2009.
/s/ ParenteBeard LLC
Syracuse, New York
December 18, 2009