-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FLuS8LfNOAxT59sJ1JqWgWKx4a+HeuCczpZOIuSkhzGe9lXhKecvUgUhWZc5SFG1 Bx4GgQLFZDdYd7lwiopK4w== 0000950109-97-006317.txt : 19971014 0000950109-97-006317.hdr.sgml : 19971014 ACCESSION NUMBER: 0000950109-97-006317 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971010 EFFECTIVENESS DATE: 19971010 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: YONKERS FINANCIAL CORP CENTRAL INDEX KEY: 0001005508 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37669 FILM NUMBER: 97694101 BUSINESS ADDRESS: STREET 1: ONE MANOR HOUSE SQUARE CITY: YONKERS STATE: NY ZIP: 10701 BUSINESS PHONE: 9149684500 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October __, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 --------------- YONKERS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3870836 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 6 Executive Plaza, Yonkers, New York 10701-9858 (Address of principal executive offices) (Zip Code) YONKERS FINANCIAL CORPORATION 1996 MANAGEMENT RECOGNITION PLAN (Full title of the plan) Kip A. Weissman, P.C. John S. Pettibone III, Esq. Silver, Freedman & Taff, L.L.P. (a limited liability partnership including professional corporations) Suite 700 East 1100 New York Avenue, N.W. Washington, D.C. 20005-3934 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered/(1)/ per share offering price registration fee - ----------------------- ----------------------- -------------------------- -------------------------- -------------------- - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share 142,830 shares $20.32/(2)/ $2,902,305.60/(2)/ $879.50/(2)/ ==============================================================================================================================
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the Plan, may become subject to the Plan. /(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee, based upon the average of the high and the low price of the Common Stock on the Nasdaq National Market System on October 9, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Yonkers Financial Corporation 1996 Management Recognition Plan (the "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 document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The following documents previously or concurrently filed by Yonkers Financial Corporation (the "Company") 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 September 30, 1996 (File No. 0-27716) filed pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by audited financial statements contained in the prospectus referred to in Item 3(a) above; and (c) the description of the common stock, par value $.01 per share, of the Registrant contained in the Registrant's Registration Statement on Form 8-A (File No. 0-27716) filed with the Commission on February 6, 1996 and all amendments thereto or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to the Secretary, Yonkers Financial Corporation, 6 Executive Plaza, Yonkers, New York 10701-9858, telephone number (914) 965-2500. II-1 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. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section ELEVEN of the Company's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Section ELEVEN also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith; (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate; (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful; and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite II-2 standard of conduct. Such determination may be made (i) by the corporation's board of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities, including certain liabilities under the Securities Act. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. II-3 Item 8. Exhibits. --------
Regulation S-K Reference to Prior Filing or Exhibit Exhibit Number Attached Number Document Hereto - -------------- ---------------------------------------------------------- ---------------------------- 4 Instruments Defining the Rights of Security Holders, Including Indentures: Certificate of Incorporation of Yonkers Financial Corporation.......................... * Bylaws of Yonkers Financial Corporation........... * Yonkers Financial Corporation 1996 Management Recognition Plan ................. Attached as Exhibit 4 5 Opinion of Silver, Freedman & Taff, L.L.P................. Attached as Exhibit 5 15 Letter on unaudited interim financial information............................................... Not Applicable 23 Consents of Experts and Counsel: Consent of KPMG Peat Marwick LLP, certified public accountants...................... Attached as Exhibit 23.1 Consent of Silver, Freedman & Taff, L.L.P......... Attached as Exhibit 23.2 24 Power of Attorney......................................... Contained on Signature Page 26 Invitations for Competitive Bids.......................... Not Applicable 99 Additional Exhibits....................................... Not Applicable
- -------------------- * Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-81013) filed with the Commission on December 29, 1995 and all amendments thereto or reports filed for the purpose of updating such description. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. II-4 Item 9. Undertakings. ------------ (a) 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 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, 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) 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 Section 15(d) of the Exchange Act and each filing of the 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) 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 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 Securities Act and will be governed by the final adjudication of such issue. II-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 the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Yonkers, State of New York, on October 10, 1997. YONKERS FINANCIAL CORPORATION By: /s/ Richard F. Komosinski ---------------------------------------------- Richard F. Komosinski, Director and President (Duly Authorized Representative) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Komosinski, Joseph D. Roberto and Joseph L. Macchia, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 said attorneys-in-fact and agents or their substitutes or substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date as indicated. /s/ Richard F. Komosinski /s/ William G. Bachop - ------------------------------------------- ------------------------------- Richard F. Komosinski, Director and President William G. Bachop, Director and (Principal Executive and Operating Officer) Chairman of the Board Date: October 10, 1997 Date: October 10, 1997 II-6 /s/ P. Anthony Sarubbi /s/ Donald R. Angelilli - ------------------------------------------- ------------------------------- P. Anthony Sarubbi, Vice Chairman of the Donald R. Angelilli, Director Board and Director Date: October 10, 1997 Date: October 10, 1997 /s/ Charles D. Lohrfink /s/ Eben T. Walker - ------------------------------------------- ------------------------------- Charles D. Lohrfink, Director Eben T. Walker, Director Date: October 10, 1997 Date: October 10, 1997 /s/ Michael J. Martin /s/ Joseph D. Roberto - ------------------------------------------- ------------------------------- Michael J. Martin, Director Joseph D. Roberto, Vice President and Treasurer (Principal Financial and Accounting Officer) Date: October 10, 1997 Date: October 10, 1997 II-7 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------- EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- YONKERS FINANCIAL CORPORATION ================================================================================ EXHIBIT INDEX
Reference to Prior Filing or Page Number in Sequentially Exhibit Numbered Registration Number Statement - ------- ---------------------------- 4 Instruments Defining the Rights of Security Holders, Including Indentures: Certificate of Incorporation of Yonkers Financial Corporation * Bylaws of Yonkers Financial Corporation * Yonkers Financial Corporation 1996 Management Recognition Plan Exhibit 4 5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5 23.1 Consent of KPMG Peat Marwick LLP Exhibit 23.1 23.2 Consent of Silver, Freedman & Taff, L.L.P. Exhibit 23.2 24 Power of Attorney Contained on signature page.
- ---------------------- * Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-81013) filed with the Commission on December 29, 1995 and all amendments thereto or reports filed for the purpose of updating such description. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. EX-4 2 MANAGEMENT RECOGNITION PLAN Exhibit 4 YONKERS FINANCIAL CORPORATION 1996 MANAGEMENT RECOGNITION PLAN 1. Plan Purpose. The purpose of the Plan is to promote the long-term ------------ interests of the Corporation and its stockholders by providing a means for attracting and retaining directors, executive officers and employees of the Corporation and its Affiliates. 2. Definitions. The following definitions are applicable to the Plan: ----------- "Award" - means the grant of Restricted Stock pursuant to the terms of Section 12 of the Plan or by the Committee, as provided in the Plan. "Affiliate" - means any "parent corporation" or "subsidiary corporation" of the Corporation, as such terms are defined in Section 424(e) and (f), respectively, of the Code. "Association" - means The Yonkers Savings & Loan Association, FA, a savings institution and its successors. "Beneficiary" - means the person or persons designated by a Participant to receive any benefits payable under the Plan in the event of such Participant's death. Such person or persons shall be designated in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Participant's surviving spouse, if any, or if none, his estate. "Code" - means the Internal Revenue Code of 1986, as amended. "Committee" - means the Committee of the Board of Directors of the Corporation referred to in Section 6 hereof. "Continuous Service" - means the absence of any interruption or termination of service as a director, director emeritus, advisory director, executive officer or employee of the Corporation or any Affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or any Affiliate or in the case of transfers between payroll locations of the Corporation or between the Corporation, its Affiliates or its successor. With respect to any director emeritus or advisory director, continuous service shall mean the availability to perform such functions as may be required of such individuals. "Corporation" - means Yonkers Financial Corporation, a Delaware corporation. "Disability" - means any physical or mental impairment which qualifies an employee, director, director emeritus or advisor director for disability benefits under any applicable long-term disability plan maintained by the Association or an Affiliate, or, if no such plan applies, which renders such employee or director, in the judgment of the Committee, unable to perform his customary duties and responsibilities. "Disinterested Person" - means any member of the Board of Directors of the Corporation who: (a) is not currently a Senior Officer of the Corporation or its Affiliates, or otherwise currently employed by the Corporation or its Affiliates; (b) does not receive compensation, either directly or indirectly, from the Corporation or its Affiliates, for services rendered as a consultant or in any capacity, other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required to Rule 404(a) of Regulation S-K of the Securities and Exchange Commission Regulations; and (c) does not possess an interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K of the Securities and Exchange Commission Regulations. "ERISA" - means the Employee Retirement Income Security Act of 1974, as amended. "Participant" - means any director, director emeritus, advisory director, executive officer or employee of the Corporation or any Affiliate who is selected by the Committee to receive an Award or is granted an Award pursuant to Section 12. "Plan" - means the 1996 Management Recognition Plan of the Corporation. "Restricted Period" - means the period of time selected by the Committee for the purpose of determining when restrictions are in effect under Section 3 hereof with respect to Restricted Stock awarded under the Plan. "Restricted Stock" - means Shares which have been contingently awarded to a Participant by the Committee subject to the restrictions referred to in Section 3 hereof, so long as such restrictions are in effect. "Senior Officer" - means the Corporation's president, principal financial officer or principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Corporation in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Corporation. Officers of the Corporation's Affiliates shall be deemed Senior Officers of the Corporation if they perform such policy-making functions for the Corporation. "Shares" - means the common stock, par value $0.01 per share, of the Corporation. 3. Terms and Conditions of Restricted Stock. The Committee shall have ---------------------------------------- full and complete authority, subject to the limitations of the Plan, to grant Awards and, in addition to the terms and conditions contained in paragraphs (a) through (f) of this Section 3, to provide such other terms and conditions (which need not be identical among Participants) in respect of such Awards, and the vesting thereof, as the Committee shall determine, subject to OTS regulations. 2 (a) At the time of an Award, the Committee shall establish for each Participant a Restricted Period which shall not be less than five years, during which or at the expiration of which, as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 3, the Shares awarded as Restricted Stock shall vest, and subject to any such other terms and conditions as the Committee shall provide, Shares of Restricted Stock may not be sold, assigned, transferred, pledged, voted or otherwise encumbered by the Participant, except as hereinafter provided, during the Restricted Period. Except for such restrictions, and subject to paragraphs (c) and (e) of this Section 3 and Section 4 hereof, the Participant as owner of such shares shall have all the rights of a stockholder. The Committee shall have the authority, in its discretion, subject to compliance with OTS regulations, to accelerate the time at which any or all of the restrictions shall lapse with respect to an Award, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of changes in applicable tax or other laws or other changes in circumstances occurring after the commencement of such Restricted Period. No director who is not an employee of the Corporation shall be granted Awards with respect to more than 5% of the total shares subject to the Plan. All non-employee directors of the Corporation, in the aggregate, may not be granted Awards with respect to more than 30% of the total shares subject to the Plan and no individual shall be granted Awards with respect to more than 25% of the total shares subject to the Plan. Any Award made pursuant to this Plan, which Award is subject to the requirements of Office of Thrift Supervision Regulations, shall vest in not less than five equal annual installments with the first installment vesting on the one-year anniversary of the date of grant, except in the event of death or disability in which case all unvested shares shall rest immediately. In the event that Office of Thrift Supervision Regulations are amended (the "Amended Regulations") to permit shorter vesting periods, any Award made pursuant to this Plan, which Award is subject to the requirements of such Amended Regulations, may vest, at the sole discretion of the Committee, in accordance with such Amended Regulations. (b) Except as provided in Section 5 hereof, if a Participant ceases to maintain Continuous Service for any reason (other than death or disability), unless the Committee shall otherwise determine, all Shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this Section 3 shall upon such termination of Continuous Service be forfeited and returned to the Corporation. If a Participant ceases to maintain Continuous Service by reason of death or disability, Restricted Stock then still subject to restrictions imposed by paragraph (a) of this Section 3 will be free of those restrictions. (c) Each certificate in respect of Shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and deposited by the Participant, together with a stock 3 power endorsed in blank, with the Corporation and shall bear the following (or a similar) legend: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the 1996 Management Recognition Plan of Yonkers Financial Corporation. Copies of such Plan are on file in the offices of the Secretary of Yonkers Financial Corporation, 6 Executive Plaza, Yonkers, New York 10701-9858. (d) At the time of the granting of any Award, the Participant shall enter into an Agreement with the Corporation in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee, in its sole discretion, shall determine (the "Restricted Stock Agreement"). (e) The payment to the Participant of any dividends declared or paid by the Corporation on any Restricted Stock shall be deferred and held by the Corporation for the account of the Participant until the earlier to occur of (i) the lapsing of the restrictions imposed under paragraph (a) of this Section 3 or (ii) the forfeiture of such shares under paragraph (b) of this Section 3. There shall be credited at the end of each year (or portion thereof) interest on the amount of the Participant's account at a rate per annum as the Committee, in its discretion, may determine. Payment of deferred dividends, together with interest accrued thereon, shall be made upon the earlier to occur of the lapsing of the restrictions imposed under paragraph (a) of this Section 3 or upon death or disability. Shares of Restricted Stock shall not be voted by the Participant during the Restricted Period. Shares of Restricted Stock still subject to restriction shall be voted by an independent party to be named by resolution of the Committee. (f) At the lapsing of the restrictions imposed by paragraph (a) of this Section 3, the Corporation shall deliver to the Participant (or where the relevant provision of paragraph (b) of this Section 3 applies in the case of a deceased Participant, to his legal representative, beneficiary or heir) the certificate(s) and stock power deposited with it pursuant to paragraph (c) of this Section 3 and the Shares represented by such certificate(s) shall be free of the restrictions referred to in paragraph (a) of this Section 3. 4. Adjustments Upon Changes in Capitalization. In the event of any change ------------------------------------------ in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Corporation, the maximum aggregate number and class of shares as to which Awards may be granted under the Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any shares of stock or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject to the same restrictions and the certificate(s) or other instruments representing or 4 evidencing such shares or securities shall be legended and deposited with the Corporation in the manner provided in Section 3 hereof. 5. Assignments and Transfers. During the Restricted Period, no Award nor ------------------------- any right or interest of a Participant under the Plan in any instrument evidencing any Award under the Plan may be assigned, encumbered or transferred except (i) in the event of the death of a Participant, by will or the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA or the rules thereunder. 6. Administration. The Plan shall be administered by a Committee -------------- consisting of two or more members, each of whom shall be a Disinterested Person. The members of the Committee shall be appointed by the Board of Directors of the Corporation. Except as limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion, subject to OTS regulations, to: (i) select Participants and grant Awards; (ii) determine the number of Shares to be subject to types of Awards generally, as well as individual Awards granted under the Plan; (iii) determine the terms and conditions upon which Awards shall be granted under the Plan; (iv) prescribe the form and terms of instruments evidencing such grants; and (v) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. The Committee may maintain, and update from time to time as appropriate, a list designating selected directors as Disinterested Persons. The purpose of such list shall be to evidence the status of such individuals as Disinterested Persons, and the Board of Directors may appoint to the Committee any individual actually qualifying as a Disinterested Person, regardless of whether identified as such on said list. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee. 7. Shares Subject to Plan. Subject to adjustment by the operation of ---------------------- Section 4 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is 142,830 Shares. The Shares with respect to which Awards may be made under the Plan may be either authorized and unissued Shares or issued Shares heretofore or hereafter reacquired and held as treasury Shares. An Award shall not be considered to have been made under the Plan with respect to Restricted Stock which is forfeited and new Awards may be granted under the Plan with respect to the number of Shares as to which such forfeiture has occurred. The Corporation's obligation to deliver Shares with respect to an Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933 or any other Federal, state or local securities legislation or regulation. It may be provided that any representation requirement shall become inoperative upon a registration of the Shares or other action eliminating the necessity of such representation under such Securities Act or other securities legislation. The 5 Corporation shall not be required to deliver any Shares under the Plan prior to (i) the admission of such shares to listing on any stock exchange on which Shares may then be listed, and (ii) the completion of such registration or other qualification of such Shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. 8. Employee Rights Under the Plan. No director, director emeritus, ------------------------------ advisory director, officer or employee shall have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant and no director, officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Corporation or any Affiliate. Neither the Plan nor any action taken thereunder shall be construed as giving any officer or employee any right to be retained in the employ of the Corporation, the Association or any Affiliate. 9. Withholding Tax. Upon the termination of the Restricted Period with --------------- respect to any shares of Restricted Stock (or at such earlier time, if any, that an election is made by the Participant under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Corporation may, in its sole discretion, withhold from any payment or distribution made under this Plan sufficient Shares or withhold sufficient cash to cover any applicable withholding and employment taxes. The Corporation shall have the right to deduct from all dividends paid with respect to shares of Restricted Stock the amount of any taxes which the Corporation is required to withhold with respect to such dividend payments. No discretion or choice shall be conferred upon any Participant with respect to the form, timing or method of any such tax withholding. 10. Amendment or Termination. The Board of Directors of the Corporation ------------------------ may amend, suspend or terminate the Plan or any portion thereof at any time, subject to OTS regulations; provided, however, that no such amendment, suspension or termination shall impair the rights of any Participant, without his consent, in any Award theretofore made pursuant to the Plan. 11. Term of Plan. The Plan shall become effective upon its ratification by ------------ the stockholders of the Corporation. It shall continue in effect for a term of ten years unless sooner terminated under Section 11 hereof. This Plan is intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934. Any provision of the Plan which is inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and shall not affect the validity of the remaining provisions of the Plan. 6 12. Director Awards. By, and simultaneously with, the ratification of this --------------- Plan by the stockholders of the Corporation, each non-employee member of the Board of Directors of the Corporation with 10 or more years of service to the Corporation or its Affiliates, each non-employee member of the Board of Directors of the Corporation with fewer than 10 years of service to the Corporation or its Affiliates and each director emeritus of the Association, is hereby granted an Award equal to 5,713, 2,856 and 7,141 Shares. Each such Award shall be evidenced by a Restricted Stock Agreement in a form approved by the Corporation and shall be subject in all respects to the terms and conditions of this Plan, which are controlling. All Awards granted pursuant to this Section 12 shall be earned in five equal annual installments, with the first installment vesting on the one-year anniversary of the date of grant, as long as the director maintains Continuous Service with the Corporation or its Affiliates, provided, however, no Award shall be earned in any fiscal year (and shall be - -------- ------- carried over to the subsequent fiscal year) in which the Association fails to meet all of its fully phased-in capital requirements. 7 EX-5 3 OPINION OF SILVER, FREEDMAN & TAFF, L.L.P. Exhibit 5 October 10, 1997 Board of Directors Yonkers Financial Corporation 6 Executive Plaza Yonkers, NY 10701 Gentlemen: We have acted as counsel to Yonkers Financial Corporation (the "Corporation") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 142,830 shares of the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to Yonkers Financial Corporation 1996 Management Recognition Plan (the "Plan") and related interests in the Plan. In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan and related trust agreement, the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we deem appropriate for the purpose of giving this opinion. Based upon the foregoing, it is our opinion that the Common Stock and interests in the Plan covered by the Registration Statement will, when issued by the Plan, be legally issued, fully paid and non-assessable. Very truly yours, /s/ Silver, Freedman & Taff, L.L.P. SILVER, FREEDMAN & TAFF, L.L.P. EX-23.1 4 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- The Board of Directors Yonkers Financial Corporation: We consent to incorporation by reference in the registration statement on Form S-8, filed by Yonkers Financial Corporation for the Yonkers Financial Corporation Management Recognition Plan, of our report dated November 8, 1996 relating to the consolidated balance sheets of Yonkers Financial Corporation and subsidiary as of September 30, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1996, which report appears in the September 30, 1996 annual report on Form 10-K of Yonkers Financial Corporation. KPMG Peat Marwick LLP Stamford, Connecticut /s/ KPMG Peat Marwick LLP October 10, 1997 EX-23.2 5 CONSENT OF SILVER, FREEDMAN & TAFF, L.L.P. Exhibit 23.2 October 10, 1997 Board of Directors Yonkers Financial Corporation 6 Executive Plaza Yonkers, NY 10701 Gentlemen: We hereby consent to the inclusion of our opinion as Exhibit 5 of this Registration Statement on Form S-8. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Silver, Freedman & Taff, L.L.P. SILVER, FREEDMAN & TAFF, L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----