Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
-----
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
-----------------
Commission File No. 0-14874
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
-----
THE SECURITIES EXCHANGE ACT OF 1934
STATE BANCORP, INC.
-------------------
(Exact name of registrant as specified in its charter)
New York 11-2846511
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 Hillside Avenue
New Hyde Park, N.Y. 11040
------------------- -----
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code: (516) 437-1000
--------------
Securities registered pursuant to Section 12(b) of the Act: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($5.00 par value)
------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
--- ---
As of June 30, 2003, there were 8,452,648 shares of common stock outstanding and
the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $165,418,000 as computed using the closing
market price of the stock reported by the American Stock Exchange on June 30,
2003.
As of March 5, 2004, there were 8,595,531 outstanding shares of State Bancorp,
Inc. common stock.
1
STATE BANCORP, INC.
Form 10-K
INDEX
PART I Page
Item 1. Business
General 3
Statistical Information 7
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Stockholders 10
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 10
Item 6. Selected Consolidated Financial Data 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 11
Item 8. Consolidated Financial Statements and
Supplementary Data 11
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 11
Item 9A. Controls and Procedures 11
PART III
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 12
Item 13. Certain Relationships and Related Transactions 12
Item 14. Principal Accounting Fees and Services 13
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
SIGNATURES 17
2
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents incorporated by reference and the parts of
the Form 10-K into which such documents are incorporated:
(1) The Annual Report to Stockholders for the year ended December
31, 2003. Referenced in Parts I, II and IV of the December 31,
2003 Annual Report on Form 10-K, Items 1, 5, 6, 7, 7A, 8 and
15.
(2) The 2004 Proxy Statement, to be filed on or about March 31,
2004. Referenced in Part III of the December 31, 2003 Annual
Report on Form 10-K, Items 10, 11, 12, 13 and 14.
PART I
ITEM 1. BUSINESS
General
State Bancorp, Inc. (the "Company") is a $1.4 billion one bank holding company
headquartered in New Hyde Park, New York. The Company was formed in 1985 for the
purpose of acquiring State Bank of Long Island (the "Bank") in a one-for-one
stock exchange. The Bank is the Company's sole operating subsidiary and
principal asset. The Bank is a New York state chartered commercial bank
conducting a general banking business focused on the small to mid-sized
business, municipal and consumer markets in Long Island and Queens, New York.
The Bank was formed in 1966 and through a strategy of measured, orderly growth
emphasizing high-quality personal service has grown to be the largest
independent commercial bank headquartered in Nassau County. In October 2002 the
Company formed the State Bancorp Capital Trust I ("Trust I") to accommodate the
private placement of $10 million in capital securities and in 2003 the Company
formed the State Bancorp Capital Trust II ("Trust II") in connection with the
private placement of an additional $10 million in capital securities, both of
which are more fully described in Note 7 on pages 49 - 50 of the Company's 2003
Annual Report to Stockholders (the "2003 Annual Report"), which is incorporated
herein by reference. Trust I and Trust II are the Company's only other direct
subsidiaries.
As of December 31, 2003, the Company, on a consolidated basis, had total assets
of approximately $1.4 billion, total deposits of approximately $1.2 billion, and
stockholders' equity of approximately $94.7 million. Unless the context
otherwise requires, references herein to the Company include the Company and its
subsidiaries on a consolidated basis.
The Bank provides a full range of banking services to customers located
primarily in Nassau, Suffolk and Queens Counties. The Bank serves its customer
base through fifteen full-service branches in those counties and a lending
center in Jericho. The Bank's deposit products include checking, savings, time,
money market and IRA accounts. The Bank offers secured and unsecured commercial
and consumer loans. Credit services offered include commercial mortgage loans,
construction mortgage loans, other commercial installment loans and lines of
credit, home equity lines of credit, residential mortgage loans, letters of
credit, equipment leasing and auto and other personal loans. In addition, the
Bank provides safe deposit services, merchant credit card services, access to
annuity products and mutual funds, and a consumer debit card with membership in
a national ATM network. Through an alliance with U.S. Trust Company, the Bank
also offers its customers access to financial planning and wealth management
services. Thirteen of the Bank's branches have ATMs. The Bank also offers its
customers on-line banking, bill payment and
3
cash management services. The Bank's strategy of establishing and maintaining
long-term customer relationships has contributed to the Bank's relatively stable
core deposit base.
The Bank considers its business to be highly competitive in its market areas.
The Bank competes with depository financial institutions and other businesses
with respect to its lending services and/or in attracting deposits. Competitors
include commercial banks, savings banks, savings and loan associations,
insurance companies, regulated small loan companies, credit unions, money market
funds, and affiliates of consumer goods manufacturers. The Bank's competitors
include local, regional and national depository financial institutions and other
businesses of varied sizes. The Bank is considerably smaller in size than many
of its major banking competitors. Nonetheless, the Bank has demonstrated the
ability to compete profitably with larger financial institutions.
The Bank's leasing activity has been primarily conducted by its wholly owned
subsidiaries, New Hyde Park Leasing Corporation ("NHPL"), formed in 1979 to
lease commercial equipment, and Studebaker-Worthington Leasing Corp., acquired
in 2001 with a thirty year history of nationwide equipment leasing specializing
in small-ticket leases for computers and office equipment.
The Bank has organized various operating subsidiaries that engage in activities
that the Bank could engage in directly. NHPL owns 51% of P.W.B. Realty, L.L.C.,
which was formed in 2002 to own the Bank's branch premises located in Port
Washington, New York. The Bank owns 100% of SB ORE Corp., formed in 1994 to hold
foreclosed property. In 1998, the Bank established two wholly owned Delaware
based subsidiaries - SB Portfolio Management Corp. ("SB Portfolio") and SB
Financial Services Corp. ("SB Financial"). SB Portfolio holds and manages a
portfolio of fixed income investments while SB Financial provides balance sheet
management services such as interest rate risk modeling and asset/liability
management reporting along with general advisory services to the Company and its
subsidiaries.
Neither the Company nor any of its direct or indirect subsidiaries is dependent
upon a single customer or very few customers. No material amount of deposits is
obtained from a single depositor. Additional information about deposits can be
found on page 60 of the 2003 Annual Report, which is incorporated herein by
reference.
The Bank does not rely on foreign sources of funds or income and the Bank does
not have any foreign commitments, with the exception of letters of credit issued
on behalf of several of its customers. The Bank's nature and conduct of business
have remained substantially unchanged since year-end 2002.
The Company expects that compliance with provisions regulating environmental
controls will have no effect upon the capital, expenditures, earnings or
competitive position of the Company.
The Company operates in the banking industry and management considers the
Company to be aggregated in one reportable operating segment.
The Bank has not experienced any material seasonal fluctuations in its business.
The Company has not had material expenditures for research and development.
The Company employed 324 full-time and part-time officers and employees as of
December 31, 2003.
4
Additional information on the business of the Company is contained in the 2003
Annual Report on page 44 and in Management's Discussion and Analysis of
Financial Condition and Results of Operations on page 24, which is incorporated
herein by reference.
The Company's Internet address is www.statebankofli.com. The Company makes
available on its Internet website its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments thereto as
soon as reasonably practicable after the Company files such material with, or
furnishes such material to, the Securities and Exchange Commission, as
applicable.
Supervision and Regulation
The Company is registered as a bank holding company under the Bank Holding
Company Act of 1956 (the "BHC Act"), and is therefore subject to supervision and
regulation by the Federal Reserve Board ("FRB"). The Bank is chartered by the
State of New York and its deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC"). Accordingly, the Bank is subject to the regulation and
supervision of the New York Banking Department (the "Banking Department") and
the FDIC.
The following summary discussion sets forth certain of the material elements of
the legal and regulatory framework applicable to banks and bank holding
companies and their subsidiaries. The regulation of banks and bank holding
companies is extremely complex and this summary is qualified in its entirety by
reference to the applicable statutes, regulations and regulatory guidance.
Management believes the Company is in compliance in all material respects with
these laws and regulations. A change in applicable statutes and regulations or
regulatory policy may have a material effect on the business of the Company
and/or the Bank. Additional information is set forth in various portions of the
2003 Annual Report, including "Capital Resources" (pages 35 - 36) and Note 15 to
the 2003 consolidated financial statements (page 55), all of which portions are
incorporated herein by reference.
Bank holding companies and banks are prohibited by law from engaging in unsafe
and unsound banking practices. Federal and New York State banking laws,
regulations and policies extensively regulate the Company and the Bank including
prescribing standards relating to capital, earnings, dividends, the repurchase
or redemption of shares, loans or extension of credit to affiliates and
insiders, internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, asset growth, impaired assets and loan to
value ratios. Such laws and regulations are intended primarily for the
protection of depositors, other customers and the federal deposit insurance
funds and not for the protection of security holders. Bank regulatory agencies
have broad examination and enforcement power over bank holding companies and
banks, including the power to impose substantial fines, limit dividends, and
restrict operations and acquisitions.
As a bank holding company, the Company may not acquire direct or indirect
ownership or control of more than 5% of the voting shares of any company,
including a bank, without the prior approval of the FRB, except as specifically
authorized under the BHCA. Under the BHCA, the Company, subject to the approval
of or notice to the FRB, may acquire shares of non-banking corporations the
activities of which are deemed by the FRB to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. A bank holding
company is required to serve as a source of financial strength to its subsidiary
depository institutions and to commit all available resources to support such
institutions in circumstances where it might not do so absent such policy.
Consistent with this "source of strength" policy, the FRB takes the position
that a bank holding company generally should not maintain a rate of cash
dividends unless its net income available to common shareholders is sufficient
to fully fund the dividends and the
5
prospective rate of earnings retention appears to be consistent with the
company's capital needs, asset quality and overall financial condition.
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless the FRB has been notified
and has not objected to the transaction. Under a rebuttable presumption
established by the FRB, the acquisition of 10% or more of a class of voting
stock of a bank holding company with a class of securities registered under
Section 12 of the Exchange Act, would, under the circumstances set forth in the
presumption, constitute acquisition of control of the Company. In addition, any
entity is required to obtain the approval of the FRB under the Bank Holding
Company Act before acquiring 25% (5% in the case of an acquirer that is a bank
holding company) or more of the Company's outstanding common stock, or otherwise
obtaining control or a "controlling influence" over the Company. The New York
Banking Law (the "Banking Law") similarly regulates a change in control
affecting the Bank and requires the approval of the New York State Banking Board
or Superintendent of Banks.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as
amended (the "Interstate Banking Act") generally permits bank holding companies
to acquire banks in any state, and preempts all state laws restricting the
ownership by a bank holding company of banks in more than one state. The
Interstate Banking Act also permits a bank to merge with an out-of-state bank
and convert any offices into branches of the resulting bank if both states have
not opted out of interstate branching; permits a bank to acquire branches from
an out-of-state bank if the law of the state where the branches are located
permits the interstate branch acquisition; and permits banks to establish and
operate de novo interstate branches whenever the host state opts-in to de novo
branching. Bank holding companies and banks seeking to engage in transactions
authorized by the Interstate Banking Act must be adequately capitalized and
managed. The Banking Law authorizes interstate branching by merger or
acquisition on a reciprocal basis, and permits the acquisition of a single
branch without restriction, but does not provide for de novo interstate
branching.
Bank holding companies and their subsidiary banks are also subject to the
provisions of the Community Reinvestment Act ("CRA"). Under the terms of the
CRA, the FDIC (or other appropriate bank regulatory agency) is required, in
connection with its examination of a bank, to assess such bank's record in
meeting the credit needs of the communities served by that bank, including low-
and moderate-income neighborhoods. Furthermore, such assessment is also required
of any bank that has applied, among other things, to merge or consolidate with
or acquire the assets or assume the liabilities of a federally regulated
financial institution, or to open or relocate a branch office. In the case of a
bank holding company applying for approval to acquire a bank or bank holding
company, the FRB will assess the record of each subsidiary bank of the applicant
bank holding company in considering the application. The Banking Law contains
provisions similar to the CRA which are applicable to New York state chartered
banks.
Bank holding companies and their affiliates are prohibited from tying the
provision of certain services, such as extensions of credit, to other services
offered by a holding company or its affiliates.
The Company's primary source of income is dividends from the Bank. Federal and
New York State law impose limitations on the payment of dividends by the Bank.
Further information about the amount available for dividends can be found on
page 55 of the 2003 Annual Report, which is incorporated herein by reference.
The federal banking regulators have adopted risk-based capital and leverage
guidelines that require the Company's capital-to-assets ratios meet certain
minimum standards. The risk-based capital ratio is determined by allocating
assets and specified off-balance sheet financial instruments into four
6
weighted categories, with higher levels of capital being required for the
categories perceived as representing greater risk. For a further discussion, see
Note 15 on page 55 of the 2003 Annual Report, which is incorporated herein by
reference.
Government Monetary Policies and Economic Control.
The earnings of the Company and the Bank are affected by the policies of
regulatory authorities including the Board of Governors of the Federal Reserve
System and the FDIC. An important function of the Federal Reserve System is to
regulate the money supply and interest rates. Among the instruments used to
implement these objectives are open market operations in U.S. Government
securities, changes in reserve requirements against member bank deposits, and
changes in the federal discount rate. These instruments are used in varying
combinations to influence overall growth and distribution of bank loans,
investments and deposits, and their use may also affect interest rates charged
on loans or paid for deposits. Changes in government monetary policies and
economic controls could have a material effect on the business of the Bank.
Statistical Information
Statistical information is furnished pursuant to the requirements of Guide 3
(Statistical Disclosure by Bank Holding Companies) promulgated under the
Securities Act of 1933.
Incorporated by reference is the Company's 2003 Annual Report to Stockholders.
The Company's statistical information may be found on pages 56 - 61.
7
ITEM 2. PROPERTIES
The following table sets forth certain information relating to properties owned
or used in the Company's banking activities at December 31, 2003:
Location Owned or Leased Lease Expiration Date Renewal Terms
- -------- --------------- --------------------- -------------
Main Office:
699 Hillside Avenue Building owned, land leased 3/27/2009 One ten-year renewal option
New Hyde Park, NY
Lending Facility:
Two Jericho Plaza Leased 3/31/2012 None
Jericho, NY
Nassau County Branch Offices:
222 Old Country Road Leased 4/30/2010 One ten-year renewal option
Mineola, NY and two five-year renewal options
339 Nassau Boulevard Owned N/A N/A
Garden City South, NY
501 North Broadway Leased 10/31/2011 Two twelve-year renewal options
Jericho, NY
135 South Street Owned N/A N/A
Oyster Bay, NY
2 Lincoln Avenue Leased 5/31/2005 One five-year renewal option
Rockville Centre, NY
960 Port Washington Boulevard Leased 1/24/2007 Five five-year renewal options
Port Washington, NY
Suffolk County Branch Offices:
27 Smith Street Leased 10/31/2007 Two five-year renewal options
Farmingdale, NY
740 Veterans Memorial Highway Leased 6/30/2005 Two ten-year renewal options
Hauppauge, NY
580 East Jericho Turnpike Leased 12/31/2008 None
Huntington Station, NY
4250 Veterans Memorial Highway Leased 12/31/2008 One five-year renewal option
Holbrook, NY
234 Route 25A Leased 5/31/2005 Two five-year renewal options
East Setauket, NY
Queens County Branch Offices:
49-01 Grand Avenue Leased 4/30/2006 Two five-year renewal options
Maspeth, NY
75-20 Astoria Boulevard Leased 5/30/2006 Two five-year renewal options
Jackson Heights, NY
21-31 46th Avenue Leased 1/31/2006 One five-year renewal option
Long Island City, NY
Subsidiary Facilities:
1403 Foulk Road Leased 6/30/2004 One-year renewal options
Wilmington, DE
100 Jericho Quadrangle Leased 9/30/2005 None
Jericho, NY
716 N. Bethlehem Pike Leased 8/31/2005 Month-to-month renewal options
Lower Gwynedd, PA
8
The fixtures and equipment contained in these operating facilities are owned or
leased by the Bank. The Company considers that all of its premises, fixtures and
equipment are adequate for the conduct of its business.
ITEM 3. LEGAL PROCEEDINGS
As previously reported, the Bank has been named (along with other defendants) in
lawsuits related to the activities of Island Mortgage Network, Inc. and certain
related companies ("IMN"). The cases pending against the Bank as of February 27,
2004 are as follows:
Blanton, et al. v. IMN Financial Corp., et al., Adv. Proc. No. 01-8096,
- ------------------------------------------------
Bankruptcy Court for the Eastern District of New York, and
Moritz, et al. v. National Settlement Services Corp., et al., Civil Action
- ----------------------------------------------------------------
No. 3:00 CV 426 MU, Western District of North Carolina. While technically these
cases remain pending, the Bank has executed binding settlement agreements with
the plaintiffs in both cases, and finalization of those settlements is
contingent only upon the fulfillment of certain conditions precedent by the
plaintiffs, which has not yet occurred but is expected to occur. The cost of
settling these litigations is not material.
Alan M. Jacobs, as Chapter 11 Trustee v. State Bank of Long Island, Adv. Proc.
- ------------------------------------------------------------------
No. 02-8157, Bankruptcy Court for the Eastern District of New York. The Court
denied the Trustee's motion for summary judgment on its $14 million preference
claim and granted State Bank's cross-motion for summary judgment, dismissing
that claim. The Trustee moved for leave to file an amended complaint, alleging
that other transfers from IMN to State Bank in the amount of approximately $5.5
million, which were not referenced in the Trustee's original complaint, are
avoidable both as fraudulent conveyances and preferential transfers. Briefing on
the motion is not yet complete.
Broward Title Co. v. Alan Jacobs, et al., Adv. Proc. No. 01-8181,
- -----------------------------------------
Bankruptcy Court for the Eastern District of New York. In July, 2002, Broward's
claims against the Bank and the Duboff defendants were severed from its claims
against the remaining defendants. Since that time, Broward has been actively
pursuing its case against the remaining defendants and has not made any attempts
to prosecute its case against State Bank, although it may do so at a later date.
Household Commercial Financial Services, Inc., et al. v. Action Abstract,
- ---------------------------------------------------------------------------
Inc., et al., Adv. Proc. No. 02-8167, Bankruptcy Court for the Eastern
- ------------
District of New York. The parties are currently in the expert discovery phase
of litigation.
Additionally, in December 2003 the Bank and Gulf Insurance Company ("Gulf")
resolved certain claims made by the Bank under insurance policies issued by
Gulf.
The Bank is defending the active lawsuits vigorously, and management believes
that the Bank has substantial defenses to the claims that have been asserted.
However, the ultimate outcome of these lawsuits cannot be predicted with
certainty. It also remains possible that other parties may pursue additional
claims against the Bank related to the Bank's dealings with IMN and its
affiliates. The Bank's legal fees and expenses will be significant, and those
costs, in addition to any costs associated with settling the IMN-related
litigations or satisfying any adverse judgments, could have a material adverse
effect on the Bank's results of operations or financial position.
In addition to the litigations noted above, the Company and the Bank are subject
to other legal proceedings and claims that arise in the ordinary course of
business. In the opinion of management, the amount of
9
ultimate liability, if any, with respect to such matters will not materially
affect future operations and will not have a material impact on the Company's
financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
There were no matters submitted to a vote of stockholders during the quarter
ended December 31, 2003.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) Incorporated herein by reference is the Company's 2003 Annual
Report to Stockholders. The Company's common stock market data
for the past three years may be found on page 62 thereof.
(b) At December 31, 2003, the approximate number of equity
stockholders were as follows:
(1) (2)
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 1,441
(c) Annual cash dividends of 55, 52, and 49 cents per share,
restated to give retroactive effect to stock dividends, were
paid in 2003, 2002, and 2001, respectively. The Company also
paid 5% stock dividends in 2003, 2002 and 2001. It is the
Company's expectation that dividends will continue to be paid
in the future.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(a) Incorporated herein by reference is the Company's 2003 Annual
Report to Stockholders. The Company's selected financial data
for the last five years may be found on page 2.
(b) Additional years are not considered necessary to keep the
above referenced summary from being misleading.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(a) Incorporated herein by reference is the Company's 2003 Annual
Report to Stockholders. Management's Discussion and Analysis
of Financial Condition and Results of Operations may be found
on pages 24 - 38.
(b) There are no known trends or any known demands, commitments,
events or uncertainties which will result in, or which are
reasonably likely to result in, the Company's liquidity
increasing, or decreasing, in any material way.
(c) As of December 31, 2003, the Company had no material
commitments for capital expenditures.
10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Incorporated herein by reference is the Company's 2003 Annual Report to
Stockholders. The Company's Asset/Liability Management and Market Risk and
Interest Rate Risk discussions may be found on pages 36 - 38.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference is the Company's 2003 Annual Report to
Stockholders. The Company's audited Consolidated Balance Sheets as of the close
of the last two years may be found on page 40. The Company's audited
Consolidated Statements of Income, Cash Flows and Stockholders' Equity and
Comprehensive Income (Loss) for each of the three years in the period ended
December 31, 2003 may be found on pages 41 - 43.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE - Not applicable
ITEM 9A. CONTROLS AND PROCEDURES
The Company's management evaluated, with the participation of the Company's
Chief Executive Officer and Principal Financial Officer, the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the
period covered by this report. Based on such evaluation, the Company's Chief
Executive Officer and Principal Financial Officer have concluded that these
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and regulations and are operating in an effective manner. No
change in the Company's internal control over financial reporting (as defined in
Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred
during the most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference is the Company's 2004 Proxy Statement, to be
filed on or about March 31, 2004. The identification of the directors of the
Company may be found under "Election of Directors." The identification of the
executive officers of the Company may be found under "Principal Officers." There
exist no family relationships between any director or executive officer.
Disclosure of the audit committee financial expert may be found under "Corporate
Governance." Compliance with section 16(a) of the Exchange Act may be found
under "Section 16(a) Beneficial Ownership Reporting Compliance." The Company has
adopted a Code of Ethics that applies to its chief executive officer and senior
financial officers. A copy is annexed as Exhibit (14) a). The Company has also
adopted a Code of Business Conduct and Ethics that applies to all employees,
officers and directors of the Company and its direct and indirect subsidiaries.
A copy is annexed as Exhibit (14) b). Amendments to these codes will be posted
on the Company's website www.statebankofli.com.
11
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the Company's 2004 Proxy Statement, to be
filed on or about March 31, 2004. Executive compensation may be found under
"Management Remuneration."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated herein by reference is the Company's 2004 Proxy Statement, to be
filed on or about March 31, 2004. Security ownership of certain beneficial
owners and management may be found under "Security Ownership of Management."
Additionally, information about the Company's equity compensation plans may be
found below:
Number of securities
remaining available for
Number of securities Weighted-average future issuance under
to be issued upon exercise price of equity compensation
exercise of outstanding outstanding options, plans (excluding securities
options, warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
------------- --- --- ---
Equity compensation plans
approved by security holders 754,064 $13.80 558,592
Equity compensation plans not
approved by security holders 7,267 (1) N/A 130,678 (2)
------- ------ -------
Total 761,331 $13.80 689,270
======= ====== =======
1) Represents Deferred Stock Credits pursuant to the Directors' Stock
Plan as of December 31, 2003. Incorporated by reference is the
Company's 2003 Annual Report to Stockholders. A description of the
Company's Directors' Stock Plan may be found on page 52.
2) All securities are available under the Directors' Stock Plan. The
Directors' Stock Plan provides that in the event of any merger,
reorganization, consolidation, recapitalization, stock split, stock
dividend or other change in corporate structure affecting the Company
stock, the aggregate number of share credits which may be awarded
under the Directors' Stock Plan and the number of share credits
subject to the awards already granted shall be increased or decreased
proportionately, as the case may be.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 2004 Proxy Statement, to be
filed on or about March 31, 2004. Certain relationships and related transactions
may be found under "Certain Transactions" and "Election of Directors."
12
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Incorporated herein by reference is the Company's 2004 Proxy Statement, to be
filed on or about March 31, 2004. Audit fees, audited related fees, tax fees and
all other fees may be found under "Independent Auditors." Pre-approval policies
and procedures may be found under "Corporate Governance."
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) Financial Statements
Incorporated herein by reference is the Company's 2003 Annual
Report to Stockholders. The following financial statements,
notes and independent auditors' report thereon may be found on
pages 39 - 55.
- Consolidated Balance Sheets as of December 31, 2003 and
2002.
- Consolidated Statements of Income for the years ended
December 31, 2003, 2002 and 2001.
- Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001.
- Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the years ended December 31,
2003, 2002 and 2001.
Notes to Consolidated Financial Statements
- Summary of Significant Accounting and Reporting Policies (1)
- Securities Held to Maturity and Securities Available for
Sale (2)
- Loans - Net (3)
- Bank Premises and Equipment - Net (4)
- Other Assets (5)
- Lines of Credit and Borrowed Funds (6)
- Guaranteed Preferred Beneficial Interest in Subordinated
Debt (7)
- Income Taxes (8)
- Incentive Stock Option Plans (9)
- Employee Benefit Plans (10)
- Commitments and Contingent Liabilities (11)
- State Bancorp, Inc. (Parent Company Only) (12)
- Financial Instruments with Off-Balance Sheet Risk (13)
- Disclosures About Fair Value of Financial Instruments (14)
- Regulatory Matters (15)
Independent Auditors' Report
13
Schedules are omitted because they are not applicable or
because required information is shown in the consolidated
financial statements or the notes thereto.
(b) Reports on Form 8-K
- On October 17, 2003, the Company issued the earnings release
for the period ended September 30, 2003.
- On December 23, 2003, the Company announced the trust
preferred securities offering issued by State Bancorp
Capital Trust II.
(c) Exhibits
Exhibit No. Item Method of Filing
- ----------- ---- ----------------
(3) Articles of incorporation and By-Laws Incorporated by reference from exhibit B to the
Company's Registration Statement on Form S-4,
a) Articles of incorporation file No. 33-2958, Filed February 3, 1986.
b) By-Laws, as amended Incorporated by reference from Exhibit 3b to
the Company's June 30, 2003 Form 10-Q.
(4) Instruments defining the rights of security holders Pages 22-28 of the above referenced Registration
Statement.
(10) Material contracts
a) Deferred Compensation Plan Incorporated by reference from exhibit 10b to the
Company's December 31, 1986 Form 10-K.
b) (i) Directors' Incentive Retirement Plan Incorporated by reference from exhibit 10c to the
Company's December 31, 1986 Form 10-K.
b) (ii) Agreements of participants Incorporated by reference from exhibit 10b (ii)
surrendering their rights under to the Company's December 31, 1992 Form 10-K.
the directors' incentive retirement plan.
b) (iii) Agreements of participants modifying Incorporated by reference from exhibit 10b (iii)
agreements described in item b) (ii) to the Company's December 31, 1995 Form 10-K.
c) 1987 Incentive Stock Option Plan, as amended Incorporated by reference from exhibit 10c to the
Company's December 31, 1991 Form 10-K.
14
d) 1994 Incentive Stock Option Plan Incorporated by reference from exhibit 10d to the
Company's December 31, 1993 Form 10-K.
e) (i) Change of control agreement no. 1 Incorporated by reference from exhibit 10e to the
Company's December 31, 1997 Form 10-K.
e) (ii) Change of control agreement no. 2 Incorporated by reference from exhibit 10e to the
Company's December 31, 1997 Form 10-K.
e) (iii) Change of control agreement no. 3 Incorporated by reference from exhibit 10e to the
Company's December 31, 1997 Form 10-K.
e) (iv) Change of control agreement no. 4 Incorporated by reference from exhibit 10e to the
Company's December 31, 1997 Form 10-K.
e) (v) Change of control agreement no. 5 Incorporated by reference from exhibit 10e to the
Company's December 31, 1997 Form 10-K.
f) State Bank of Long Island 401(k) Incorporated by reference from exhibit 10g to the
Retirement Plan and Trust Company's December 31, 1987 Form 10-K.
g) State Bancorp, Inc. Employee Stock Incorporated by reference from exhibit 10g to the
Ownership Plan Company's December 31, 1987 Form 10-K.
h) Deferred Compensation Agreement Incorporated by reference from exhibit 10h to the
Company's December 31, 1995 Form 10-K.
i) 1999 Incentive Stock Option Plan Incorporated by reference from exhibit 10i to the
Company's December 31, 1998 Form 10-K.
j) (i) 1998 Directors' Stock Plan Incorporated by reference from exhibit 10j to the
Company's December 31, 1999 Form 10-K.
j) (ii) 1998 Directors' Stock Plan Amendment Incorporated by reference from exhibit 10j to the
No. 1 Company's December 31, 2000 Form 10-K.
15
j) (iii) 1998 Directors' Stock Plan Incorporated by reference from exhibit 10j (iii)
Amendment No. 2 to the Company's June 30, 2003 Form 10-Q.
k) Stock Option Plan (2002) Incorporated by reference from exhibit 10k to the
Company's December 31, 2002 Form 10-K.
(13) Annual Report to Stockholders Filed herein.
(14) a) Code of Ethics for Chief Executive Filed herein.
and Senior Financial Officers
b) Code of Business Conduct and Ethics Filed herein.
(23) Independent Auditors' Consent Filed herein.
(31) Certification pursuant to Rule 13a-14(a) or 15d-14(a) Filed herein.
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(32) Certification pursuant to 18 U.S.C. Section 1350, as adopted Filed herein.
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15d of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned.
STATE BANCORP, INC.
By: s/Thomas F. Goldrick, Jr., Chairman
--------------------------------------
Thomas F. Goldrick, Jr., Chairman
Date: February 24, 2004
-------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
on the dates indicated.
Signature Title Date
- --------- ----- ----
s/Thomas F. Goldrick, Jr. Chairman of the Board 2/24/04
- ------------------------- (Chief Executive Officer) -------
Thomas F. Goldrick, Jr.
s/Daniel T. Rowe President 2/24/04
- ----------------- -------
Daniel T. Rowe
s/Richard W. Merzbacher Vice Chairman 2/24/04
- ----------------------- --------
Richard W. Merzbacher
s/Brian K. Finneran Secretary/Treasurer 2/24/04
- ------------------- (Principal Financial Officer) --------
Brian K. Finneran
s/J. Robert Blumenthal Director 2/24/04
- ---------------------- --------
J. Robert Blumenthal
s/Thomas E. Christman Director 2/24/04
- ---------------------- --------
Thomas E. Christman
s/Arthur Dulik, Jr. Director 2/24/04
- ------------------- --------
Arthur Dulik, Jr.
s/Joseph F. Munson Director 2/24/04
- ------------------ --------
Joseph F. Munson
s/John F. Picciano Director 2/24/04
- ------------------ --------
John F. Picciano
s/Suzanne H. Rueck Director 2/24/04
- ------------------- --------
Suzanne Rueck
s/Jeffrey S. Wilks Director 2/24/04
- ------------------ --------
Jeffrey S. Wilks
17