M&T BANK CORP — Regulatory Filings 2001

Jun 22, 2001

S-8 1 l89062as-8.htm M&T BANK CORPORATION S-8 M&T Bank Corporation Form S-8 PAGEBREAK TOC

TABLE OF CONTENTS

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX OF EXHIBITS
Exhibit 4.1
Exhibit 5
Exhibit 23.1
Exhibit 24

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Table of Contents

As filed with the Securities and Exchange Commission on June 22, 2001

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

M&T BANK CORPORATION (Exact name of registrant as specified in its charter)

NEW YORK
(State or other jurisdiction of	16-0968385
incorporation or organization)	(IRS Employer Identification No.)

One M&T Plaza Buffalo, New York 14203

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

M&T Bank Corporation 2001 Stock Option Plan (Full title of the plan)

Richard A. Lammert, Esquire Senior Vice President and General Counsel M&T Bank Corporation One M&T Plaza Buffalo, New York 14203 (716) 842-5390 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to: Steven Kaplan, Esq. Arnold & Porter 555 Twelfth Street, N.W. Washington, D.C. 20004 (202) 942-5000

Calculation of Registration Fee

Title of Each Class — of Securities To Be	Amount to be	Proposed maximum — offering price per	Proposed maximum — aggregate offering	Amount of
Registered	registered(1)	unit(2)	price(2)	registration fee
Common Stock, $0.50
Par Value	10,000,000	$ 60.00	$ 600,000,000.00	$ 150,000.00

| (1) | In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers any additional securities which may
become issuable pursuant to anti-dilution provisions of the M&T Bank
Corporation 2001 Stock Option Plan. |
| --- | --- |
| (2) | Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h), on the basis of the average of the
high and low sale prices of the Registrant’s Common Stock as reported on
June 20, 2001 on the New York Stock Exchange, which date is within 5
business days prior to the date of the filing of this Registration
Statement. |

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link1 "PART II"

PART II link1 "INFORMATION REQUIRED IN THE REGISTRATION STATEMENT"

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT link2 "Item 3. Incorporation of Documents By Reference"

Item 3. Incorporation of Documents By Reference

The following documents filed by M&T Bank Corporation (File No. 1-9861) (“M&T”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)	M&T's Annual Report on Form 10-K for the year ended December 31, 2000.
(b)	M&T’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
(c)	The description of the common stock of M&T (“M&T Common Stock”),
contained in a registration statement on Form 8-A filed by M&T on May 20,
1998, and any amendments or reports filed for the purpose of updating such
description.

All documents filed by M&T after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all M&T Common Stock offered hereby has been sold or which deregisters such M&T Common Stock then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and shall be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or so superseded, to constitute a part of this Registration Statement. link2 "Item 5. Interests of Named Experts and Counsel"

Item 5. Interests of Named Experts and Counsel

The consolidated financial statements of M&T incorporated in this Registration Statement by reference to M&T’s Annual Report on Form 10-K for the year ended December 31, 2000 have been so incorporated in this document by reference in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and accountants’ reports, which financial statements and schedules will have been audited to the extent and for periods set forth in such reports by the firm or firms rendering such reports, and, to the extent so audited and consent to incorporation by reference is given, will be incorporated herein by reference in

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reliance on the reports given on the authority of said firm as experts in auditing and accounting.

Richard A. Lammert, Esq., Senior Vice President and General Counsel of M&T, has delivered a legal opinion to the effect that the issuance and sale of the M&T Common Stock offered hereby was duly authorized by M&T and that such M&T Common Stock will be validly issued, fully paid and nonassessable when issued pursuant to the Plan. As of June 21, 2001, Mr. Lammert was the beneficial owner of 62,532 shares of M&T Common Stock and held options granted under the M&T Bank Corporation 1983 Stock Option Plan covering 140,000 shares of M&T Common stock, 100,500 of which are currently exercisable. link2 "Item 6. Indemnification of Directors and Officers"

Item 6. Indemnification of Directors and Officers

Section 721 and 722 of the New York Business Corporation Law (“NYBCL”) provide for indemnification of directors and officers. Section 721 of the NYBCL provides that the statutory provisions under New York law are not exclusive of any other rights to which a director or officer seeking indemnification would be entitled.

Section 722 of the NYBCL provides that a corporation may indemnify a director or officer of the corporation who is made a party, or threatened to be made a party, in a civil or criminal proceeding arising out of activities undertaken at the request of the corporation (including action on behalf of another corporation, partnership, joint venture, trust, employee benefit plan or other business enterprise) against judgments, fines, amounts paid in settlement and reasonable expenses, if the director or officer acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other business enterprise, not opposed to, the best interests of the corporation. To be indemnified with respect to criminal proceedings, the director or officer must also have had no reasonable cause to believe that his or her conduct was unlawful. In the case of a claim by or in the right of the corporation (including stockholder derivative suits), there is no indemnification under New York law for threatened actions or a pending action otherwise settled or disposed of, and no indemnification of expenses is permitted, if the director or officer is adjudged liable to the corporation unless and only to the extent a court determines that, despite such adjudication but in view of all the circumstances, such indemnification is nonetheless proper.

The certificate of incorporation of M&T provides that M&T will indemnify to the maximum extent permissible under New York law its officers and directors for liability arising out of their actions in such capacity.

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link2 "Item 8. Exhibits"

Item 8. Exhibits

The following exhibits are filed as part of this Registration Statement.

Exhibit 4.1	M&T Bank Corporation 2001 Stock Option Plan, filed herewith.
Exhibit 5	Opinion of Richard A. Lammert with respect to the legality of
the Common Stock being registered, filed herewith.
Exhibit 23.1	Consent of PricewaterhouseCoopers LLP, Independent
Accountants, filed herewith.
Exhibit 23.2	Consent of Richard A. Lammert, contained in his opinion filed
as Exhibit 5 hereto.
Exhibit 24	Powers of Attorney, filed herewith.

link2 "Item 9. Undertakings"

Item 9. Undertakings

M&T hereby undertakes:

1.
(a)	To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(b)	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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(c)	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 the undertakings set forth in paragraphs 1(a) and
1(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by M&T pursuant to Section

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| | 13 or 15(d) of the Exchange Act, which are incorporated by reference in this
registration statement. |
| --- | --- |
| 2. | That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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. |
| 4. | That, for purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of M&T’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, as amended, that is
incorporated by reference in this 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. |
| 5. | Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of M&T pursuant to the foregoing provisions, or
otherwise, M&T 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 M&T of
expenses incurred or paid by a director, officer or controlling person of
M&T 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, M&T 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. |

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Buffalo, State of New York, on June 21, 2001.

M&T BANK CORPORATION
By:	/s/ Michael P. Pinto
	Michael P. Pinto Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Principal Executive Officer:
*	Chairman of the Board, President	June 21, 2001
	and Chief Executive Officer
Robert G. Wilmers

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Principal Financial Officer: — *	Executive Vice President	June 21, 2001
	and Chief Financial Officer
Michael P. Pinto
Principal Accounting Officer:
*	Senior Vice President and	June 21, 2001
	Controller
Michael R. Spychala
	Director	June 21, 2001
William F. Allyn
*	Director	June 21, 2001
Brent D. Baird
*	Director	June 21, 2001
John H. Benisch
*	Director	June 21, 2001
Robert J. Bennett
*	Director	June 21, 2001
C. Angela Bontempo
	Director	June 21, 2001
Robert T. Brady
*	Director	June 21, 2001
Patrick J. Callan

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	Vice Chairman of the Board	June 21, 2001
Carl L. Campbell
*	Director	June 21, 2001
R. Carlos Carballada
*	Director	June 21, 2001
T. Jefferson Cunningham III
*	Director	June 21, 2001
Donald Devorris
	Director	June 21, 2001
Richard E. Garman
*	Director	June 21, 2001
James V. Glynn
*	Director	June 21, 2001
Daniel R. Hawbaker
*	Director	June 21, 2001
Patrick W.E. Hodgson
*	Director	June 21, 2001
Samuel T. Hubbard, Jr.

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*	Director	June 21, 2001
Richard G. King
*	Director	June 21, 2001
Reginald B. Newman, II
*	Director	June 21, 2001
Peter J. O’Donnell, Jr.
*	Director	June 21, 2001
Jorge G. Pereira
*	Director	June 21, 2001
Robert E. Sadler, Jr.
	Director	June 21, 2001
Stephen G. Sheetz
*	Director	June 21, 2001
John L. Vensel
*	Director	June 21, 2001
Herbert L. Washington
*By:
/s/ Richard A. Lammert
Richard A. Lammert
Attorney-in-Fact

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link1 "INDEX OF EXHIBITS"

INDEX OF EXHIBITS

Exhibit 4.1	M&T Bank Corporation 2001 Stock Option Plan. Filed herewith.
Exhibit 5	Opinion of Richard A. Lammert with respect to the legality of
the Common Stock being registered. Filed herewith.
Exhibit 23.1	Consent of PricewaterhouseCoopers LLP, Independent
Accountants. Filed herewith.
Exhibit 23.2	Consent of Richard A. Lammert, contained in his opinion filed
as Exhibit 5 hereto.
Exhibit 24	Powers of Attorney. Filed herewith.