Form S-8 - Securities to be offered to employees in employee benefit plans

 

Registration No. 333-_________

 

As filed with the Securities and Exchange Commission on May 29, 2024

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Metropolitan Bank Holding Corp.

(Exact name of Registrant as specified in its charter)

 

New York	13-4042724
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

 

99 Park Avenue

New York, New York 10016

(Address of Principal Executive Offices)

 

Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan

(Full title of the Plan)

 

Copy to:

 

Mark R. DeFazio	Darrick M. Mix
President and Chief Executive Officer	Chad J. Rubin
Metropolitan Bank Holding Corp.	Duane Morris LLP
99 Park Avenue	30 South 17th Street
New York, New York 10016	Philadelphia, Pennsylvania 19103
[phone]	[phone]
(Name, Address and Telephone
Number of Agent for Service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

On May 29, 2024, the stockholders of Metropolitan Bank Holding Corp. (the “Company”) approved an amendment and restatement of the Metropolitan Bank Holding Corp. 2022 Equity Incentive Plan (as amended and restated from time to time, the “Plan”) that increased the number of shares authorized for issuance under the Plan. This Registration Statement registers an additional 358,000 shares of the Company’s common stock that may be offered and sold under the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Pursuant to General Instruction E to Form S-8, the contents of the Company’s previously filed registration statement on Form S-8 relating to the Plan (File No. 333-265345, filed with the Securities and Exchange Commission on June 1, 2022), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

 

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

The Company is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated into this Registration Statement by reference:

 

(a)         The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 28, 2024 (including information specifically incorporated by reference therein from the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on April 22, 2024);

 

(b)          The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed with the Commission on May 3, 2024;

 

(c)         The Company’s Current Report on Form 8-K, filed with the Commission on May 29, 2024 (other than information in such Current Report deemed to have been furnished and not filed in accordance with the rules of the Commission); and

 

(d)          The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on November 7, 2017 (File No. 001-38282) as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 9, 2020, including any subsequent amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference in this Registration Statement.

 

Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

 

 

 

 

Item 8.

Exhibits.

 

5.1*	Opinion of Duane Morris LLP.

 

10.1

Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Metropolitan Bank Holding Corp. (File No. 001-38282), filed by Metropolitan Bank Holding Corp. under the Exchange Act on April 22, 2024).

 

23.1*

Consent of Duane Morris LLP (contained in opinion filed as Exhibit 5.1 to this Registration Statement).

 

23.2*

Consent of Crowe LLP, independent accountants.

 

24.1*

Power of Attorney (included on the signature page to this Registration Statement).

 

107.1*

Calculation of Filing Fee Table.

 

* Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 29, 2024.

 

	METROPOLITAN BANK HOLDING CORP.
By:	/s/ Mark R. DeFazio
	Mark R. DeFazio
	President and Chief Executive Officer
	(Duly Authorized Representative)

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Mark R. DeFazio and Frederik F. Erikson and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post- effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agents or any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures		Title		Date
/s/ Mark R. DeFazio		President, Chief Executive Officer and Director		May 29, 2024
Mark R. DeFazio		(Principal Executive Officer)
/s/ Daniel F. Dougherty		Executive Vice President and Chief Financial Officer		May 29, 2024
Daniel F. Dougherty		(Principal Financial Officer)
/s/ G. David Bonnar		Senior Vice President and Chief Accounting Officer		May 29, 2024
G. David Bonnar		(Principal Accounting Officer)
/s/ William Reinhardt		Chairman of the Board		May 29, 2024
William Reinhardt
/s/ Dale C. Fredston		Director		May 29, 2024
Dale C. Fredston
/s/ David J. Gold		Director		May 29, 2024
David J. Gold
/s/ Harvey M. Gutman		Director		May 29, 2024
Harvey M. Gutman
/s/ Terence J. Mitchell		Director		May 29, 2024
Terence J. Mitchell
/s/ Robert C. Patent		Director		May 29, 2024
Robert C. Patent
/s/ Maria F. Ramirez		Director		May 29, 2024
Maria F. Ramirez
/s/ Anthony J. Fabiano		Director		May 29, 2024
Anthony J. Fabiano
/s/ George J. Wolf, Jr.		Director		May 29, 2024
George J. Wolf, Jr.
/s/ Chaya Pamula		Director		May 29, 2024
Chaya Pamula
/s/ Katrina Robinson		Director		May 29, 2024
Katrina Robinson

 

 

Exhibit 5.1

 

Duane Morris LLP

30 South 17^th Street

Philadelphia, PA 19103-4196

PHONE: [phone] FAX: [phone]

 

May 29, 2024

 

Metropolitan Bank Holding Corp.

99 Park Avenue

New York, New York 10016

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to Metropolitan Bank Holding Corp., a New York corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) for filing with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration by the Company of 358,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, which Shares are reserved for issuance pursuant to the Amended and Restated 2022 Equity Incentive Plan (the “Plan”). This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

 

In connection with the opinions set forth in this letter, we have examined the Registration Statement, originals, or copies certified or otherwise identified to our satisfaction, of the Plan, the Restated Certificate of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, photostatic or other copies and the authenticity of the originals of all documents submitted to us as copies.

 

Subject to the limitations set forth below, we have made such examination of law as we have deemed necessary for the purpose of this opinion letter. This opinion letter is limited solely to the federal laws of the United States and the New York Business Corporation Law as in effect on the date hereof, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein.

 

 

 

 

Metropolitan Bank Holding Corp.

May 29, 2024

Page 2

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and the Registration Statement and the related prospectus, will be legally issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and we undertake no obligation to advise you of any changes in applicable laws after the date hereof or of any facts that might change the opinions expressed herein that we may become aware of after the date hereof.

 

We hereby consent to the use of this opinion letter as Exhibit 5.1 to the Registration Statement to be filed by the Company on or about the date hereof. In giving the opinion herein set forth, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

 

		Very truly yours,
		/s/ Duane Morris LLP

 

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Metropolitan Bank Holding Corp. of our report dated February 28, 2024, related to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Metropolitan Bank Holding Corp. for the year ended December 31, 2023.

 

	/s/ Crowe LLP
	Crowe LLP

 

New York, New York

May 29, 2024

 

 

 

Exhibit 107

 

FILING FEE TABLE

 

Calculation of Filing Fee Table

Form S-8

 

(Form Type)

Metropolitan Bank Holding Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount to be Registered(1)				Proposed Maximum Aggregate Offering Price Per Share(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common stock, $0.01 par value per share		457(c) and 457(h)			358,000	(3)		$	44.35			$	15,877,300				0.0001476			$	2,343.49
Total Offering Amounts																						$	2,343.49
Total Fee Offsets																						$	0.00
Net Fee Due																						$	2,343.49

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall also cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”), of Metropolitan Bank Holding Corp. (the “Company”) that may be offered or issued under the Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
(2)	Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Company’s Common Stock on the New York Stock Exchange on May 23, 2024, which was $44.35.
(3)	Represents additional shares of Common Stock authorized for issuance under the Plan.

 

 

 

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