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)
First International Bancorp, Inc. Amended and Restated 1996 Stock Option Plans
and 1994 Incentive Stock Option Plan
(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, 879,858 $5.281* $4,646,522.08* $1,500.00
$0.10 par value
per share
* The above calculation is based on the offering of 752,531 shares at a
purchase price of $3.70 per share, which purchase price is the average exercise
price per share and 127,327 shares at a purchase price of $14.625 per share,
which purchase price is the average of the high ($14.75) and low ($14.50)
prices of the Registrant's Common Stock as reported on the Nasdaq National
Market on February 6, 1998.
<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 Amended and Restated 1996 Stock Option Plan. (Incorporated by
reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-31339), filed on
July 15, 1997.)
4.4 1994 Stock Option Plan, as amended. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-31339), filed on July 15, 1997.)
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.
<PAGE>
24 Power of Attorney (included on the signature pages of the
Registration Statement).
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 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 Amended and Restated 1996 Stock Option ---
Plan. (Incorporated by reference to
Exhibit 10.4 to the Registrant's
Registration Statement on Form S-1
(Registration No. 333-31339), filed on
July 15, 1997.)
4.4 1994 Stock Option Plan, as amended. ---
(Incorporated by reference to Exhibit 10.5
to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-31339),
filed on July 15, 1997.)
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).
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 879,958 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 or to be
granted pursuant to the Company's Amended and Restated 1996 Stock Option Plans
and 1994 Incentive Stock Option Plan (the "Plans").
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Plans 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
or to be granted pursuant to the Plans, will be issued in accordance with the
terms of such options (where applicable) and the Plans.
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
courts located in Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.
<PAGE>
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 Plans and paid for in accordance with the provisions of
the Plans 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
