As filed with the Securities and Exchange Commission on September 1, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FIRST INTERNATIONAL BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
06-1151731
(I.R.S. Employer Identification No.)
280 TRUMBULL STREET, HARTFORD, CONNECTICUT 06103
(Address of Principal Executive Offices) (Zip Code)
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FIRST INTERNATIONAL BANCORP, INC. 401(K) PLAN
(Full Title of the Plan)
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LESLIE A. GALBRAITH
Executive Vice President and Secretary
First International Bancorp, Inc.
280 Trumbull Street
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
(860) 241-2529
Telephone Number, Including Area Code, of Agent For Service
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Copy to:
STEPHEN H. FABERMAN, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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========================== ============ ============ ============ ==========
Common Stock,
$0.10 par value per share 75,000 $7.59 $569,250 $151
========================== ============ ============ ============ ==========
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Registrant's Common Stock, $0.10 par
value per share, reported by the Nasdaq National Market on August 29, 2000. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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 SEC are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1999;
(b) The Registrant's quarterly reports filed on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000; and
(c) 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. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
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 independent auditors, PricewaterhouseCoopers
LLP, nor 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 First International Bancorp, Inc. 401(K) Plan. (Incorporated
by reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999,
filed on March 30, 2000.)
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 PricewaterhouseCoopers LLP
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
<PAGE>
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 31st day of August 2000.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Leslie A. Galbraith
Leslie A. Galbraith
Executive Vice President and Secretary
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.
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, August 31, 2000
Brett N. Silvers President and Chief Executive Officer,
(Principal Executive Officer)
/s/ Michael R. Carter Director August 31, 2000
------------------------------
Michael R. Carter
/s/ Arnold L. Chase Director August 31, 2000
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Arnold L. Chase
/s/ Cheryl A. Chase Director August 31, 2000
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Cheryl A. Chase
/s/ Frank P. Longobardi Director August 31, 2000
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Frank P. Longobardi
/s/ Shaun P. Williams Executive Vice President,August 31, 2000
------------------------------ Chief Financial Officer, and
Shaun P. Williams Treasurer (principal financial
and accounting officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the First International Bancorp, Inc. 401(k) Plan have caused this
Registration Statement to be executed on its behalf by the undersigned
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
this 31st day of August 2000.
FIRST INTERNATIONAL BANCORP, INC. 401(k) Plan
By: /s/ Leona M. Rapelye
------------------------------
Leona M. Rapelye
Plan Administrator
<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 First International Bancorp, Inc. 401(K) Plan. (Incorporated
by reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999,
filed on March 30, 2000.)
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 PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
