TRST TrustCo Bank Corporation of NY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM S‑8

TRUSTCO BANK CORP NY

(Exact Name of Company as Specified in Its Charter)

5 Sarnowski Drive, Glenview, New York	12302
(Address of Principal Executive Offices)	(Zip Code)

TRUSTCO BANK CORP NY AMENDED AND RESTATED

2010 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

MICHAEL M. OZIMEK

Senior Vice President and Chief Financial Officer

TrustCo Bank Corp NY

5 Sarnowski Drive

Glenview, New York 12302

Copies to:

Leonard J. Essig, Esq.

Lewis Rice LLC

600 Washington Avenue, Suite 2500

St. Louis, Missouri  63101

(314) 444-7600

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

CALCULATION OF REGISTRATION FEE

(1) The securities registered hereunder consists of 1,232,900 shares of common stock, par value $1.00 per share (the “Common Stock”), of TrustCo Bank Corp NY, a New York corporation (the “Company”), available to be granted under or issuable pursuant to the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan (the “Plan”). Pursuant to the terms of the Plan, the Common Stock may be issued as a result of awards and/or exercise of stock options, stock appreciation rights or restricted stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock, or other similar event.

 

(2) Pursuant to Rule 457(h) represents the average of the high and low reported prices for the Company’s common stock as reported on the NASDAQ National Market System on August 26, 2015, such date being a date within five business days prior to the date of filing of this Registration Statement.

 

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EXPLANATORY NOTE

 

On May 21, 2015, at the 2015 Annual Meeting of Shareholders of TrustCo Bank Corp NY (the “Company”), the Company’s shareholders approved the Amended and Restated 2010 TrustCo Bank Corp NY Equity Incentive Plan (the “Plan”).  The principal change to the Plan was to increase the number of shares of the Company’s common stock or common stock equivalents available for awards under the Plan to 2,332,500 shares (an increase of 332,500 shares from the current authorized amount) for awards of options or restricted stock and the equivalent of 1,400,400 shares (or an additional 900,400 shares from the current authorized amount) for awards of stock appreciation rights, restricted stock units, performance units, or performance shares (collectively, the “Additional Shares”).

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Company to register the Additional Shares. These shares are in addition to the 2,500,000 shares of Common Stock, that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-175868) (the “Prior Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2011. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

Information contained in the following documents of TrustCo Bank Corp NY (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) is incorporated herein by reference:

 

 

 

 

 

 

 

All reports and other documents subsequently filed by the Company pursuant to Section 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 to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.

 

Item 5.

Interests of Named Experts and Counsel

 

The legality of the issue of the shares of the Company’s common stock offered hereunder has been passed upon for the Company by Lewis Rice LLC, St. Louis, Missouri.

 

Item 6.

Indemnification Of Directors And Officers

 

Sections 721-725 of the New York Business Corporation Law provide for or permit the indemnification of directors and officers of the Company under certain circumstances. Generally, a corporation may indemnify a director or officer of the corporation against any judgments, fines, amounts paid in settlement and reasonable expenses, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in criminal actions, had no reasonable cause to believe that his or her conduct was unlawful.

 

Article XI of the Company’s Amended and Restated Certificate of Incorporation provides that to the fullest extent elimination or limitation of director liability is permitted by the New York Business Corporation Law, no directors of the Company shall be liable to the Company or its shareholders for any breach of duty in such capacity.

 

The Company’s bylaws contain detailed and comprehensive procedures to address the circumstances under which an officer or director of the Company may seek indemnification and under which the board or other persons, including the Company’s shareholders, may authorize indemnification payments. A copy of the Company’s bylaws was included as an exhibit to the Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 16, 2008. Pursuant to Employment Agreements between the Company and certain of its executive officers, the Company shall indemnify such executives for acts or decisions made by such executives in good faith while performing services for the Company, and the Company shall use its best efforts to obtain insurance coverage relating thereto. Finally, under a policy of directors’ and officers’ insurance with total annual limits of $55,000,000, the directors and officers of the Company are insured, subject to the limits, exceptions and other terms and conditions of such policy, against liability for claims made against them for any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty while acting in their individual or collective capacities as directors or officers.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and therefore is unenforceable.

 

Item 8.

Exhibits

 

The following exhibits are submitted herewith or incorporated by reference herein.

 

 

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glenville, State of New York, on August 27, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities shown and on August 27, 2015.

 

Name		Title/Position
/s/ Robert J. McCormick		President and Chief Executive
Robert J. McCormick		Officer (Principal Executive Officer)
/s/ Michael M. Ozimek		Senior Vice President and Chief Financial Officer
Michael M. Ozimek		(Principal Financial and Accounting Officer)
*		Director
Dennis A. DeGennaro
*		Director
Thomas O. Maggs
*		Director
Anthony J. Marinello, M.D., PhD
*		Director
Robert A. McCormick
*		Director
William D. Powers
*		Director
William J. Purdy

	* By:	/s/ Robert M. Leonard
		Attorney-in-Fact

 

TRUSTCO BANK CORP NY

FORM S-8 REGISTRATION STATEMENT

Exhibit Index

 

 

 

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Exhibit 5.1

August 31, 2015

 

The Board of Directors

TrustCo Bank Corp NY

5 Sarnowski Drive

Glenville, New York 12302

 

 

Gentlemen:

 

In connection with the registration with the Securities and Exchange Commission of 3,732,900 shares of common stock, $1.00 par value per share (the “Common Stock”), of TrustCo Bank Corp NY (the “Company”), you have requested that we furnish you with our opinion as to the legality of the issuance of the Securities in connection with the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan (the “Plan”). Pursuant to the terms of the Plan, the Common Stock may be issued as a result of awards and/or exercise of awards and/or exercise of stock options, stock appreciation rights or restricted stock.

 

As counsel to the Company, we have participated in the preparation of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”) with respect to the Securities.  We have examined and are familiar with the Company’s Articles of Incorporation, Bylaws, each as amended, records of corporate proceedings, the Registration Statement, the Plan and such other documents and records as we have deemed necessary for purposes of this opinion.

 

Based on the foregoing, we are of the opinion that the Securities have been duly and validly authorized and will, when issued as contemplated in the Plan, be legally issued, fully paid and non-assessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement.

 

 

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Exhibit 15.1

 

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Exhibit 23.1

 

	/s/ Crowe Horwath LLP
New York, New York
August 31, 2015

 

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Exhibit 24.1

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Dennis A. DeGennaro
	Dennis A. DeGennaro

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Thomas O. Maggs
	Thomas O. Maggs

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Anthony J. Marinello, M.D., PhD
	Anthony J. Marinello, M.D., PhD

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Robert A. McCormick
	Robert A. McCormick

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ William D. Powers
	William D. Powers

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ William J. Purdy
	William J. Purdy

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Robert J. McCormick
	Robert J. McCormick

 

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

of

TRUSTCO BANK CORP NY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ROBERT J. McCORMICK, MICHAEL M. OZIMEK and ROBERT M. LEONARD, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) of and supplements to this Registration Statement and any Registration Statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: August 27, 2015
	/s/ Michael M. Ozimek
	Michael M. Ozimek

 

 

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