SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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Commission File No. 0-14874
----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
STATE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
New York 11-2846511
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 Hillside Avenue
New Hyde Park, N.Y. 11040
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code: (516) 437-1000
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g)of the Act:
Common Stock ($5.00 par value)
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(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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
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As of June 28, 2002, there were 8,142,703 shares of common stock outstanding and
the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $142,904,000 as computed using the closing
market price of the stock reported by the American Stock Exchange on June 28,
2002.
As of March 21, 2003, there were 8,025,998 outstanding shares of State Bancorp,
Inc. common stock.
STATE BANCORP, INC.
Form 10-K
INDEX
PART I Page
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Item 1. Business
General 1.
Statistical Information 3.
Item 2. Properties 4.
Item 3. Legal Proceedings 5.
Item 4. Submission of Matters to a Vote of Stockholders 6.
PART II
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Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 6.
Item 6. Selected Consolidated Financial Data 7.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk 7.
Item 8. Consolidated Financial Statements and Supplementary Data 7.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8.
PART III
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Item 10. Directors and Executive Officers of the Registrant 8.
Item 11. Executive Compensation 8.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 8.
Item 13. Certain Relationships and Related Transactions 9.
Item 14. Controls and Procedures 9.
PART IV
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Item 15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 9.
SIGNATURES 13.
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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 14.
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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, 2002. Referenced in Parts I, II and IV of the December 31,
2002 Annual Report on Form 10-K, Items 1, 5, 6, 7, 7A, 8
and 15.
(2) The 2003 Proxy Statement, dated March 26, 2003. Referenced in
Part III of the December 31, 2002 Annual Report on Form 10-K,
Items 10, 11, 12 and 13.
PART I
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ITEM 1. BUSINESS
General
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Incorporated herein by reference is the Company's 2002 Annual Report to
Stockholders. A discussion on the organization and nature of operations may be
found on page 17.
State Bancorp, Inc. (the "Company") was incorporated under the laws of the State
of New York on November 18, 1985. The acquisition by the Company of 100% of the
outstanding shares of State Bank of Long Island (the "Bank"), on a share for
share basis, was consummated as of the close of business on June 24, 1986. The
business of the Company is conducted through the Bank, which continued to
conduct its business in the same manner and from the same offices as it had done
before the effective date of the reorganization.
On October 29, 2002, State Bancorp Capital Trust I (the "Trust"), a newly formed
subsidiary of the Company and a statutory trust created under the Delaware
Statutory Trust Act, issued $10,000,000 of Capital Securities. The coupon rate
is three-month LIBOR plus 345 basis points and is reset quarterly. The Trust's
obligations under the Capital Securities issued are fully and unconditionally
guaranteed by the Company.
The consolidated financial statements of the Company include the accounts of the
Company and its wholly owned subsidiaries, the Bank and the Trust.
The Company is subject to supervision and regulation by the Board of Governors
of the Federal Reserve System ("Federal Reserve Board") pursuant to the Bank
Holding Company Act of 1956, as amended. The Bank is subject to periodic
examination and regulation by the State of New York Banking Department and the
Federal Deposit Insurance Corporation.
The Bank was organized in 1966 and is the only independent commercial bank
headquartered in New Hyde Park. It provides general banking services to
residents and businesses located primarily in Nassau, Suffolk and Queens
Counties. It offers a full range of deposit products including checking, fixed
and variable rate savings, time, money market and IRA and Keogh accounts. Credit
services offered include commercial mortgages, commercial and installment loans,
home equity lines of credit, residential mortgages, letters of credit, equipment
leasing and auto loans. In addition, the Bank provides merchant credit card
services, access to annuity products and mutual funds, a consumer debit card
with membership in a national ATM network and, through an alliance with U.S.
Trust Company, the Bank also
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offers its customers access to financial planning and wealth management
services. The Bank currently has ATMs at thirteen of its fifteen branch
locations. The Bank also offers its retail customers the ability to verify their
account balances, effect transfers between accounts and access current deposit
and loan rates through an automated telephone voice response system. Commercial
customers can also access this same system or they may utilize Business Direct
Access (BDA), the Company's real-time, Internet-based cash management system.
Through BDA, business and municipal customers can perform all of the foregoing
transactions as well as initiate wire transfers, ACH payments and stop payment
orders from a personal computer.
There is strong competition in the area serviced by the Bank from branches of
several savings banks and savings and loan associations, as well as branches of
the major New York City banks. Of these, the Bank is considerably smaller in
size than virtually all of its commercial competitors, and approximates the size
of only one or two of its thrift competitors. Nonetheless, the Bank has
demonstrated the ability to compete profitably with larger financial
institutions.
The Bank's business is not of a seasonal nature nor does it depend on one or a
few large customers for its existence. The Bank does not have any foreign
commitments, with the exception of letters of credit issued on behalf of several
of its depositors. The Bank's nature and conduct of business have remained
unchanged since year-end 2001.
In 1979, the Bank established New Hyde Park Leasing Corporation ("NHPL") to
lease various types of commercial equipment. NHPL owns 51% of P.W.B. Realty,
L.L.C., which was formed in 2002. This subsidiary owns the building housing the
Bank's Port Washington branch. During 1994, the Bank established SB ORE Corp. to
hold foreclosed property acquired in connection with extensions of credit. In
1998, the Bank established SB Portfolio Management Corp. and SB Financial
Services Corp. SB Portfolio Management Corp. manages a portfolio of fixed income
investments for the Bank while SB Financial Services Corp. provides balance
sheet management services such as interest rate risk modeling and
asset/liability management reporting along with general advisory services to the
Bank and each of its subsidiaries. SB Portfolio Management Corp. and SB
Financial Services Corp. are each based in Wilmington, Delaware. SB Portfolio
Management Corp.'s assets totaled approximately $301,000,000 at December 31,
2002, which represents approximately 22 percent of the assets for the
consolidated entity. Effective February 1, 2001, the Bank purchased all of the
issued and outstanding capital stock of Studebaker-Worthington Leasing Corp.
Studebaker-Worthington Leasing Corp. has provided business equipment leasing
nationwide for over thirty years, specializing in small-ticket leases for
computers and office equipment.
Compliance with provisions regulating environmental controls will have no effect
upon the capital expenditures, earnings or competitive position of the Company.
The Company employed 322 full-time and part-time officers and employees as of
December 31, 2002.
The Company makes available free of charge on its website,
www.statebankofli.com, its Annual Reports on Form 10-K, Quarterly Reports on
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Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon
as reasonably practicable after the Company electronically files such material
with, or furnishes it to, the SEC.
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Statistical Information
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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 2002 Annual Report to Stockholders.
The Company's statistical information may be found on pages 42 - 47.
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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, 2002:
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
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 12/31/2004 One five-year renewal option
Huntington Station, NY
4250 Veterans Memorial Highway Leased 10/31/2007 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
Lending Facility:
Two Jericho Plaza Leased 3/31/2012 None
Jericho, NY
Subsidiary Facilities:
1403 Foulk Road Leased 6/30/2003 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
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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
The Bank is involved in a number of legal proceedings related to Island Mortgage
Network, Inc. ("IMN") and certain related entities, which held deposit accounts
at the Bank during portions of 1999 and 2000. IMN and its related entities were
principally engaged in offering and providing mortgages to consumers. IMN was
licensed by the Banking Department of the State of New York (the "Banking
Department"), and various entities related to IMN were reportedly licensed to
operate in a large number of other jurisdictions across the United States. IMN
apparently financed its operations in significant part through the use of loans
and/or revolving lines of credit provided by lenders ("Warehouse Lenders") that
were not related to the Bank.
On June 30, 2000, the Banking Department suspended IMN's license to engage in
mortgage banking activities. On July 19, 2000, IMN and its publicly held parent
company, AppOnline.com, Inc. ("AppOnline"), filed a petition under Chapter 11 of
the Bankruptcy Code in the Eastern District of New York. On July 28, 2000,
certain Warehouse Lenders filed an involuntary bankruptcy petition against
Action Abstract, Inc. ("Action Abstract"), an entity to which they apparently
had regularly wired funds in connection with their dealings with IMN. Bankruptcy
cases are also ongoing as to several other entities related or allegedly related
to IMN. The Chapter 11 Trustee of the estates of IMN, AppOnline and Action
Abstract has obtained an order substantively consolidating all of those
bankruptcy cases.
In the course of the bankruptcy cases, it has been alleged that IMN and its
affiliates engaged in a widespread pattern of fraud directed at the Warehouse
Lenders, title agents, closing companies and others with whom IMN and its
affiliates regularly dealt. The office of the United States Attorney for the
Eastern District of New York ("USAO") has been conducting an inquiry into the
manner in which IMN and its affiliates conducted their operations, which had
included an examination of the relationship between IMN and its affiliated
entities and the Bank. As the Bank had expected, the USAO has determined that
based on the information it has to date it does not currently intend to seek an
indictment against the Bank or any of its officers or employees for conduct
relating to IMN. The Bank's representatives have also been in contact with the
Banking Department and the Federal Deposit Insurance Corporation and will
continue to work with them to address any questions or concerns they might have.
The Bank has been named (along with other defendants) in lawsuits related to the
activities of IMN and related companies. In certain of these litigations, the
Bank was named as a defendant merely because monies in dispute were located in
accounts at the Bank. In the remainder, while each complaint is somewhat
different, the principal common allegation against the Bank is that it knew or
should have known that the manner in which IMN and its affiliates were managing
certain accounts was improper, and that the Bank's actions in this regard aided
and abetted a fraudulent scheme by IMN and its affiliates. The cases currently
pending against the Bank are as follows:
- -- Blanton, et al. v. IMN Financial Corp., et al., Adv. Proc. No. 01-8096,
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Bankruptcy Court for the Eastern District of New York.
- -- Moritz, et al. v. National Settlement Services Corp., et al., Civil
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Action No. 3:00 CV 426 MU, Western District of North Carolina.
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- -- First American Title Insurance Co. v. State Bank of Long Island, Index
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No. 13438/01, Supreme Court of the State of New York.
- -- Broward Title Co. v. Alan Jacobs, et al., Adv. Proc. No. 01-8181,
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Bankruptcy Court for the Eastern District of New York.
- -- Household Commercial Financial Services, Inc., et al. v. Action
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Abstract, Inc., et al., Adv. Proc. No. 02-8167, Bankruptcy Court for the
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Eastern District of New York.
- -- Alan M. Jacobs, as Chapter 11 Trustee v. State Bank of Long Island, Adv.
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Proc. No. 02-8157, Bankruptcy Court for the Eastern District of New York.
During 2002 and early 2003, the Bank settled two previously reported
litigations. In May 2002, the Bank resolved the Imperial litigation, paying
$125,000 in settlement plus reimbursement to Imperial for certain of its legal
fees arising out of its dealings with IMN. In February 2003, the Bank resolved
the Duboff litigation for an immaterial amount. All of Imperial's claims against
the Bank, as well as all claims, counterclaims and cross-claims between the Bank
and the plaintiffs in the Duboff litigation, were dismissed with prejudice.
The Bank is defending these 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. The Bank is
continuing to explore the extent to which insurance coverage may be available to
defray some of the costs associated with the IMN-related litigations, as well
as, in certain of the litigations, the pursuit of cross-claims against
codefendants and claims against various third parties. In addition to the
litigation 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 ultimate liability, if any, with respect to
such matters will not materially affect future operations.
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, 2002.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
(a) Incorporated herein by reference is the Company's 2002 Annual
Report to Stockholders. The Company's common stock market data
for the past three years may be found on page 48 thereof.
(b) At December 31, 2002, the approximate number of equity
stockholders were as follows:
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(1) (2)
Title of Class Number of Record Holders
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Common Stock 1,435
(c) Annual cash dividends of 55, 51, and 45 cents per share,
restated to give retroactive effect to stock dividends and
splits, were paid in 2002, 2001, and 2000, respectively. The
Company paid 5%, 5% and 8% stock dividends in 2002, 2001, and
2000, respectively. 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 2002 Annual
Report to Stockholders. The Company's selected financial data
for the last five years may be found on the inside front
cover.
(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 2002 Annual
Report to Stockholders. Management's Discussion and Analysis
of Financial Condition and Results of Operations may be found
on pages 29 - 41.
(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, 2002, the Company had no material
commitments for capital expenditures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Incorporated herein by reference is the Company's 2002 Annual Report to
Stockholders. The Company's Asset/Liability Management and Market Risk and
Interest Rate Risk discussions may be found on pages 40 - 41.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference is the Company's 2002 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 13. Reference again is made to State
Bancorp, Inc.'s 2002 Annual Report to Stockholders for the Company's audited
Consolidated Statements of Income, Cash Flows and Stockholders' Equity and
Comprehensive Income for each of the three years in the period ended December
31, 2002. These items may be found on pages 14 - 16.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Incorporated herein by reference is the Company's 2003 Proxy
Statement, dated March 26, 2003. The identification of the
directors of the Company may be found on pages 11 - 12.
(b) Incorporated herein by reference is the Company's 2003 Proxy
Statement, dated March 26, 2003. The identification of the
executive officers of the Company may be found under
"Principal Officers" on page 3.
There exist no family relationships between any director or
executive officer.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the Company's 2003 Proxy Statement, dated
March 26, 2003. Management remuneration may be found on pages 3 - 5.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference is the Company's 2003 Proxy Statement, dated
March 26, 2003. Security ownership of certain beneficial owners and management
may be found on pages 15 - 16.
Additionally, information about the Company's equity compensation plans may be
found below:
Number of securities
Number of securities Weighted-average remaining available for
to be issued upon exercise price of future issuance under
exercise of outstanding outstanding options, equity compensation
options, warrants and rights warrants and rights plans (excluding securities
(a) (b) reflected in column (a))
(c)
Plan Category
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Equity compensation plans 646,799 $13.32 655,378
approved by security holders
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Equity compensation plans not None None None
approved by security holders
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Total 646,799 $13.32 655,378
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 2003 Proxy Statement, dated
March 26, 2003. Certain relationships and related transactions may be found on
pages 11 - 12.
ITEM 14. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Principal Financial Officer,
the Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c)) within 90 days of the filing date of this Annual Report on Form
10-K, and, based on their evaluation, the Chief Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Financial Statements
Incorporated herein by reference is the Company's 2002 Annual
Report to Stockholders. The following financial statements
and notes thereon may be found on pages 13 - 28.
- Consolidated Balance Sheets as of December 31, 2002
and 2001.
- Consolidated Statements of Income for the years
ended December 31, 2002, 2001 and 2000.
- Consolidated Statements of Cash Flows for the years
ended December 31, 2002, 2001 and 2000.
- Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the years ended December 31,
2002, 2001 and 2000.
Notes to Consolidated Financial Statements
- Summary of Significant Accounting and Reporting
Policies (1)
- Acquisition of Leasing Company (2)
- Securities Held to Maturity and Securities Available
for Sale (3)
- Loans - Net (4)
- Bank Premises and Equipment - Net (5)
- Other Assets (6)
- Lines of Credit and Borrowed Funds (7)
- Guaranteed Preferred Beneficial Interest in
Subordinated Debt (8)
- Income Taxes (9)
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- Incentive Stock Option Plans (10)
- Employee Benefit Plans (11)
- Commitments and Contingent Liabilities (12)
- State Bancorp, Inc. (Parent Company Only) (13)
- Financial Instruments with Off-Balance Sheet
Risk (14)
- Disclosures About Fair Value of Financial
Instruments (15)
- Regulatory Matters (16)
Independent Auditors' Report
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 November 1, 2002, the Company filed a report on Form 8-K
indicating that on October 29, 2002, the Company raised $10
million from its participation in a pooled trust preferred
securities offering. The trust preferred securities were
issued by a newly established subsidiary, State Bancorp
Capital Trust I.
The securities qualify as Tier I capital for regulatory
purposes and will bear an interest rate tied to three-month
LIBOR. The securities are redeemable in whole or in part after
five years or earlier under certain circumstances. The
proceeds of this offering will be used for general corporate
purposes, including the Registrant's ongoing stock repurchase
program.
(c) Exhibits
Exhibit
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No. Item Method of Filing
- --- --------------------------- -------------------------------------
(3) Articles of incorporation
and By-Laws
a) Articles of Incorporated by reference from exhibit
incorporation B to the Company's Registration
Statement on Form S-4, file No.
33-2958, Filed February 3, 1986.
b) By-Laws, as amended Incorporated by reference from Exhibit
3b to the Company's December 31, 1997
Form 10-K.
(4) Instruments defining the Pages 22-28 of the above referenced
rights of security holders Registration Statement.
(10) Material contracts
a) Deferred Compensation Incorporated by reference from exhibit
Plan 10b to the Company's December 31, 1986
Form 10-K.
b) (i) Directors' Incorporated by reference from exhibit
Incentive Retirement 10c to the Company's December 31, 1986
Plan Form 10-K.
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b) (ii) Agreements of Incorporated by reference from exhibit
participants 10b (ii) to the Company's December 31,
surrendering their 1992 Form 10-K.
rights under the
directors' incentive
retirement plan.
b) (iii) Agreements of Incorporated by reference from exhibit
participants modifying 10b(iii) to the Company's December 31,
agreements described in 1995 Form 10-K.
item b) (ii)
c) 1987 Incentive Stock Incorporated by reference from exhibit
Option Plan, as amended 10c to the Company's December 31,
1991 Form 10-K.
d) 1994 Incentive Stock Incorporated by reference from exhibit
Option Plan 10d to the Company's December 31,
1993 Form 10-K.
e) (i) Change of control Incorporated by reference from exhibit
agreement no. 1 10e to the Company's December 31,
1997 Form 10-K.
e) (ii) Change of control Incorporated by reference from exhibit
agreement no. 2 10e to the Company's December 31,
1997 Form 10-K.
e) (iii) Change of control Incorporated by reference from exhibit
agreement no. 3 10e to the Company's December 31,
1997 Form 10-K.
e) (iv) Change of control Incorporated by reference from exhibit
agreement no. 4 10e to the Company's December 31,
1997 Form 10-K.
e) (v) Change of control Incorporated by reference from exhibit
agreement no. 5 10e to the Company's December 31,
1997 Form 10-K.
f) State Bank of Long Incorporated by reference from exhibit
Island 401(k) Retirement 10g to the Company's December 31,
Plan and Trust 1987 Form 10-K.
g) State Bancorp, Inc. Incorporated by reference from exhibit
Employee Stock 10g to the Company's December 31,
Ownership Plan 1987 Form 10-K.
h) Deferred Compensation Incorporated by reference from exhibit
Agreement 10h to the Company's December 31,
1995 Form 10-K.
i) 1999 Incentive Stock Incorporated by reference from exhibit
Option Plan 10i to the Company's December 31,
1998 Form 10-K.
j) (i) 1998 Directors' Stock Incorporated by reference from exhibit
Plan 10j to the Company's December 31,
1999 Form 10-K.
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j) (ii) 1998 Directors' Stock Incorporated by reference from exhibit
Plan Amendment No. 1 10j to the Company's December 31,
2000 Form 10-K.
k) Stock Option Plan (2002) Filed herein.
(13) Annual Report to Filed herein.
Stockholders
(23) Independent Auditors' Filed herein.
Consent
(99.1) Certification Pursuant to Filed herein.
18 U.S.C. Section 1350, as
Adopted Pursuant to Section
906 of the Sarbanes-Oxley
Act of 2002
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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: March 25, 2003
-----------------------------------
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 3/25/03
- ------------------------- (Principal Executive Officer) -------
Thomas F. Goldrick, Jr.
s/Daniel T. Rowe President 3/25/03
- ---------------- -------
Daniel T. Rowe
s/Richard W. Merzbacher Vice Chairman 3/25/03
- ----------------------- -------
Richard W. Merzbacher
s/Brian K. Finneran Secretary/Treasurer 3/25/03
- ------------------- (Principal Financial Officer) -------
Brian K. Finneran
s/J. Robert Blumenthal Director 3/25/03
- ---------------------- -------
J. Robert Blumenthal
s/Carl R. Bruno Director 3/25/03
- --------------- -------
Carl R. Bruno
s/Thomas E. Christman Director 3/25/03
- --------------------- -------
Thomas E. Christman
s/Arthur Dulik, Jr. Director 3/25/03
- ------------------- -------
Arthur Dulik, Jr.
s/Joseph F. Munson Director 3/25/03
- ------------------ -------
Joseph F. Munson
s/John F. Picciano Director 3/25/03
- ------------------ -------
John F. Picciano
s/Suzanne H. Rueck Director 3/25/03
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Suzanne Rueck
s/Jeffrey S. Wilks Director 3/25/03
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Jeffrey S. Wilks
-13-
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Thomas F. Goldrick, Jr., Chairman and Chief Executive Officer of the Company,
certify that:
1. I have reviewed this Annual Report on Form 10-K of State Bancorp, Inc.;
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a)designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
3/25/03 s/Thomas F. Goldrick, Jr.
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Date Thomas F. Goldrick, Jr.,
Chairman and Chief Executive Officer
(14)
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Brian K. Finneran, Secretary/Treasurer and Principal Financial Officer of
the Company,
certify that:
1. I have reviewed this Annual Report on Form 10-K of State Bancorp, Inc.;
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a)designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
3/25/03 s/Brian K. Finneran
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Date Brian K. Finneran, Secretary/Treasurer
(Principal Financial Officer)
(15)