File No. 333-_____________
As filed with the Securities and Exchange Commission on February 12, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST INTERNATIONAL BANCORP, INC.
(Exact name of issuer as specified in its charter)
Delaware 06-1151731
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Commercial Plaza, Hartford, CT 06103
(Address of Principal Executive Offices) (Zip Code)
1997 Director Stock Option Grants
(Full titles of the plans)
Leslie A. Galbraith
Executive Vice President and
Chief Financial Officer
First International Bancorp, Inc.
One Commercial Plaza
Hartford, CT 06103
(Name and address of agent for service)
(860) 241-2529
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock, 40,000 $8.50 $340,000 $109.70
$0.10 par value
per share
<PAGE>
PART II
INFORMATION REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by First International Bancorp, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are
hereby incorporated by reference in this Registration Statement: (1) the
Registrant's prospectus, dated September 22, 1997, as filed with the SEC on
September 23, 1997, pursuant to Rule 424(b) of the Securities Act of 1933, as
amended; (2) all reports previously filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996; and (3) the description of the Common
Stock contained in the Registrant's Registration Statement on Form 8-A, as
filed with the SEC on July 22, 1997, under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
A description of the Registrant's Common Stock to be offered is not
provided in this Registration Statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts or Counsel
Neither the Registrant's counsel, Bingham Dana LLP, nor any individual
employed by or associated with such firm or individual in a professional
capacity, was employed by the Registrant in connection with matters
described in this registration statement on a contingent basis or has, or is
to receive in connection with this offering, a substantial interest, direct
or indirect, in the Registrant or was connected with the Registrant as a
promoter, managing underwriter (or any principal underwriter, if there are
no managing underwriters), voting trustee, director, officer or employee.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons
to the extent and under the circumstances set forth therein.
The Amended and Restated Certificate of Incorporation of the Registrant
and the Amended and Restated By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-31339),
filed on July 15, 1997.)
4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-31339), filed on July 15, 1997.)
4.3 Form of First International Bancorp, Inc. Director Stock Option
Agreement
5 Opinion and Consent of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE>
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 of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on this 9th day
of February 1998.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Leslie A. Galbraith
______________________________
Leslie A. Galbraith
Executive Vice President, Chief
Financial Officer and Treasurer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Brett N. Silvers
and Leslie A. Galbraith each of them severally, acting alone and without the
other, his/her true and lawful attorney-in-fact with the authority to execute
in the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this Registration Statement on Form S-8 necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
<PAGE>
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.
Signature Title Date
/s/ Brett N. Silvers
__________________________ Chairman of the Board February 9, 1998
Brett N. Silvers and President,
(Principal Executive Officer)
/s/ Michael R. Carter
__________________________ Director February 9, 1998
Michael R. Carter
/s/ Arnold L. Chase
__________________________ Director February 9, 1998
Arnold L. Chase
/s/ Cheryl A. Chase
__________________________ Director February 9, 1998
Cheryl A. Chase
/s/ Frank P. Longobardi
__________________________ Director February 9, 1998
Frank P. Longobardi
/s/ Bernard M. Waldman
__________________________ Director February 9, 1998
Bernard M. Waldman
/s/ Leslie A. Galbraith
__________________________ Executive Vice President, February 9, 1998
Leslie A. Galbraith Chief Financial Officer,
Treasurer (principal financial
and accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Documents
4.1 Amended and Restated Certificate of ---
Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1
to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-
31339), filed on July 15, 1997.)
4.2 Amendedand and Restated By-Laws of the Registrant. ---
(Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1
(Registration No. 333-31339), filed on July 15,
1997.)
4.3 Form of First International Bancorp, Inc. Director ---
Stock Option Agreement
5 Opinion and Consent of Bingham Dana LLP as to the
legality of the securities being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit ---
5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages ---
of the Registration Statement).
FIRST INTERNATIONAL BANCORP, INC.
DIRECTOR STOCK OPTION AGREEMENT
FIRST INTERNATIONAL BANCORP, INC. (the "BANK HOLDING Company") a Delaware
corporation having its principal place of business in Hartford, Connecticut,
hereby grants to ______________________________ (the "OPTIONEE") as of
___________ __, 1997 an option to purchase a total of ____________ shares of
Common Stock (the "COMMON STOCK") of First International Bancorp, Inc., at the
price and on the terms and conditions set forth below. The option granted
herein will not be treated as an incentive stock option.
1. Option Price. The Option price is $___________ for each share, which
the parties agree is the fair market value per share of the Common Stock as of
the date that this Option was granted.
2. Exercise of Option. The Option shall be exercisable in whole or in part
from time to time after the expiration of six months from the date that the
Registration Statement filed by the Company with the Securities and Exchange
Commission becomes effective (so long as the Option is exercised prior to the
termination of the Option) as follows:
(i) Method of Exercise. This Option shall be exercisable by written
notice which shall state the election to exercise the Option, the number of
shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with
respect to such shares of Common Stock as may be required by the Company. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the President of the Company. The written notice shall
be accompanied by payment of the Option Price. Payment of the Option Price
shall be made by cash or certified check or cashiers check. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the Optionee and shall contain any
legend that the Company may deem necessary or desirable.
(ii) Restrictions on Exercise. This Option may not be exercised if the
issuance of such shares upon such exercise would constitute a violation of any
applicable Federal or state securities law or other law or regulation. In
addition, if the Optionee ceases to be a director of the Company for any
reason, whether voluntary or involuntary, with or without cause, including
without limitation retirement (but not including termination due to death), the
Option will automatically expire as of the date that the Optionee ceases to be
a director of the Company. The Option does not confer upon any Optionee any
right to continue as a director of the Company, nor does the Option interfere
in any way with the Optionee's right or the Company's right to terminate the
Optionee's position as a director of the Company at any time. If the Optionee's
position as a director of the Company is terminated due to the Optionee's
death, the personal representative of the Optionee may exercise the Option
during the 90 day period commencing on the date of the Optionee's death.
<PAGE>
3. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
4. Adjustment Upon Changes in Capitalization. In the event there is any
change in the Common Stock of the Company through the declaration of stock
dividends, or through recapitalization resulting in a stock split, or
combination or exchange of shares of Common Stock, or otherwise, the Board of
Directors of the Company shall appropriately adjust the number of shares
covered by the Option but which are unexercised, and the Option price payable
therefor, so as to equal the same number of shares that a record holder of an
equal number of shares of Common Stock immediately prior to such event would
own or be entitled to receive after the happening of such event and so as to
provide for the same aggregate Option price as was payable for such shares
before such adjustment.
In the case of any consolidation of the Company with, or merger of the
Company into, any other corporation (other than a consolidation or merger in
which the Company is the continuing corporation), or in case of any sale or
transfer of all or substantially all of the assets of the Company, and, in
particular, in the event of the acquisition of the majority of the Common Stock
of the Company by a holding company, the Corporation formed by such
consolidation or the corporation into which the Company shall have been merged
or the corporation which shall have acquired such assets or Common Stock, as
the case may be (the "ACQUIRING CORPORATION"), shall execute and deliver to the
Optionee a supplemental stock option agreement providing that the Optionee
shall have the right, during the period that the Option is outstanding, to
exercise the Option (to the extent otherwise exercisable hereunder) as to the
kind and amount of shares of stock receivable upon such acquisition,
consolidation, merger, sale or transfer by a holder, immediately prior to such
acquisition, consolidation, merger, sale or transfer, of the total number of
shares subject to the Option. Such supplemental stock option agreement shall
provide for adjustments which shall be as nearly equivalent as may be practical
to the adjustments provided for herein. The provisions of this paragraph shall
similarly apply to successive acquisitions, consolidations, mergers, sales or
transfers.
No fractional shares of the Common Stock shall be issuable on account of
any action aforesaid, and the aggregate number of shares into which shares then
covered by the Option shall be reduced when changed as a result of such action
shall be the largest number of whole shares resulting from such action, unless
the Board of Directors of the Company (or in the event of an acquisition,
consolidation, merger, sale or transfer as described above, the Board of
Directors of the Acquiring Corporation), in its discretion, shall determine to
issue scrip certificates. In such event, the scrip certificates shall be in a
form and have such terms and conditions as the Board of Directors of the
Company (or the Board of Directors of Acquiring Corporation, as the case may
be) in its discretion shall prescribe.
5. Term of Option. This Option may not be exercised more than 10 years
from the date of grant of this Option, and may be exercised during such term
only in accordance with the terms of this Option.
<PAGE>
6. Representations. The Optionee represents and warrants to the Company
that (a) the Optionee is acquiring the Option and will be acquiring the Common
Stock for the Optionee's own account for investment and not with a view toward
distribution thereof, (b) in the Optionee's capacity as a director of the
Company, the Optionee is fully familiar with the business and financial
condition of the Company and has received all information regarding the Company
and its business, prospects and financial condition that the Optionee desires
to receive, including the aforementioned Registration Statement and the
Prospectus included therein, and (c) the Company has not made any
representation, warranty, agreement or commitment of any kind to the Optionee
regarding the Option, except for the grant of the Option on the terms and
conditions set forth herein.
7. Governing Law; Amendments; Entire Agreement; Conformed Copies. This
Agreement (a) shall be governed by the laws of the United States, where
applicable, and otherwise by the laws of the State of Delaware, (b) may not be
amended except by a writing signed by the Optionee and the Company, (c) sets
forth the entire agreement of the parties regarding the Option, and (d) may be
executed in two counterparts, both of which taken together shall constitute one
agreement.
8. Tax Withholding Requirement. The Optionee understands and acknowledges
that, prior to or after issuing shares upon the exercise of an Option, the
Company has the right to withhold and deduct any taxes required to be withheld
by the Company under any federal, state or local law (the "TAXES"). At its
option, the Company may withhold such taxes by withholding additional amounts
from any fee or other compensation payable by the Company to the Optionee or by
reducing the number of shares delivered to the Optionee hereunder. To the
extent that the Company is unable to withhold and/or deduct any Taxes, the
Optionee shall, upon notice from the Company, remit to the Company on demand
the amount of such Taxes.
In Witness Whereof, the Company and the Optionee have executed this
Agreement as of the date first above written.
FIRST INTERNATIONAL BANCORP, INC.
By:________________________
Brett N. Silvers
Its President
Name:
Exhibit 5
February 11, 1998
First International Bancorp, Inc.
One Commercial Plaza
Hartford, CT 06103
Re: Registration Statement on Form S-8
Under the Securities Act of 1933, as Amended
Ladies and Gentlemen:
We have acted as counsel for First International Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 proposed to be filed with the Securities and Exchange
Commission on or about February 12, 1998 (the "Registration Statement").
The Registration Statement covers the registration of 40,000 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), which
may be issued by the Company upon exercise of stock options, granted pursuant
to certain stock option agreements by and between the Company and directors of
the Company (together, the "Option Agreements").
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Option Agreements and the issuance of the
Shares thereunder. We have also examined and relied upon originals or copies of
such agreements, instruments, corporate records, certificates, and other
documents as we have deemed necessary or appropriate to enable us to express
the opinions rendered hereby. In our examination, we have assumed the
genuineness of all signatures, the conformity to the originals of all documents
reviewed by us as copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form, and the legal competence of
each individual executing any document.
We further assume that all Shares issued upon exercise of options granted
pursuant to the Option Agreements, will be issued in accordance with the terms
of the Option Agreements.
Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
<PAGE>
courts located in Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of stock options, duly
granted pursuant to the Option Agreements and paid for in accordance with the
provisions of the Option Agreements and the grant, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated January 29, 1997, except for Note 1 (as it relates to "Earnings
Per Share" and "Common Stock Split") and Note 13 as to which the date is July
21, 1997, on our audits of the consolidated financial statements of First
International Bancorp, Inc. and Subsidiary.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 6, 1998
