SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLIANCE BANCORP OF NEW ENGLAND, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State of Other Jurisdiction of Incorporation or Organization)
06-1495617
I.R.S. Employer Identification Number
348 Hartford Turnpike
Vernon, CT 06066
(860)875-2500
(Address of Principal Executive Offices)
TOLLAND BANK 1997 STOCK INCENTIVE PLAN
FOR DIRECTORS, OFFICERS AND KEY EMPLOYEES
(Full Title of Plan)
Cynthia Harris
Secretary
Tolland Bank
348 Hartford Turnpike
Vernon, CT 06066
(860)875-2500
(Name, Address and Telephone Number of Agent for Service)
with a copy to:
Raymond J. Gustini, Esq.
Peabody & Brown
1255 23rd St., N.W.
Washingotn, D.C. 20037
(202)973-7700
CALCULATION OF REGISTRATI0N FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Registered Price per Offering Registration
Registered Share(1) Price Fee
Common stock, 199,995 $16.875 $3,374,916 $1,163.67
par value $.01
per share
(1) Estimated pursuant to Rules 457(c) and (h) based on the closing price of
the common stock on October 30, 1997 as reported on the American Stock
Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement as reference:
A. Annual Report on FDIC Form F-2 of Tolland Bank (the "Bank") for
the fiscal year ended December 31, 1996 and Annual Report to the Bank's
stockholders, previously filed on September 23, 1997 as Exhibit 99.3 to Form
8-A.
B. Quarterly reports on FDIC Form F-4 of the Bank for the fiscal
quarters ended March 31, 1997, and June 30, 1997 filed on September 23, 1997
as Exhibit 99.5 to Form 8-A.
C. The description of Alliance Bancorp of New England, Inc.
("Alliance") common stock which is contained in the Registration Statement on
Form 8-A filed with the Commission on September 23, 1997 under Section 12 of
the Securities Exchange Act of 1934.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a) (8) of
Regulation S-K.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold are incorporated herein by
reference and such documents shall be deemed to be a part hereof from the date
of filing of such documents. Any statement contained in this Registration
Statement or in a document 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon
for Alliance by Peabody & Brown, Washington, D.C.
Item 6. Indemnification of Directors and Officers.
Alliance's Certificate of Incorporation or bylaws provide that it will
indemnify its directors and officers and may indemnify its employees and
agents to the full extent authorized by Delaware law in connection with
certain matters in which they may be involved because of their positions with
Alliance, including criminal, civil, administrative or investigative
proceedings. Delaware law permits indemnification for expenses (including
attorney's fees), judgments, fines, penalties and amounts paid in settlement
in third-party actions involving such persons, provided there is a
determination by a majority vote of the disinterested directors, by
independent legal counsel, by the shareholders or by a court that the person
seeking indemnification acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of Alliance and, in the
case of any criminal action, had no reason to believe his conduct was
unlawful.
In the case of derivative actions on behalf of Alliance, Delaware law
generally permits indemnification for expenses (including attorneys' fees) in
defending oneself, assuming a determination as to the conduct of the person
seeking to be indemnified similar to that required for third-party actions.
Delaware law provides for advances of legal expenses as they are
incurred to persons seeking to be indemnified, provided that the person
receiving the advances undertakes to repay such amounts if it is subsequently
determined that he or she is not entitled to indemnification.
The obligation of Alliance to provide indemnification as described above
will continue, even if the Certificate of Incorporation or bylaws are
subsequently amended to restrict or eliminate the right to indemnification,
with respect to any state of facts existing at or before the time of such
amendment and any proceeding, whenever brought, based in whole or in part upon
any such state of facts. Alliance is presently unaware of any actual or
threatened actions or proceedings that might result in a claim for
indemnification under Alliance's bylaws.
Alliance has included in its Certificate of Incorporation a provision
which eliminates the personal liability of Directors and officers acting in
the capacity of Directors or performing duties as a Director, for monetary
damages to Alliance and its shareholders for breach of their fiduciary duty
except for liability for: (i) willful or negligent violations of certain
provisions of the Delaware General Corporation Law with respect to the
unlawful payment of dividends or unlawful stock purchases or redemptions; (ii)
a breach of a Director's duty of loyalty to Alliance or its shareholders;
(iii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; or (iv) a transaction from which
the Director derived improper personal benefit. This provision relieves
Alliance's directors of liability to Alliance and to shareholders for
negligence in the performance of their duties, including gross negligence,
subject to the limitations specified below. It thus could eliminate liability
of Directors, and officers acting as Directors, even for grossly negligent
business decisions in certain circumstances. It does not eliminate or limit
liability of Directors arising in connection with causes of action brought
under the federal securities laws or to parties other than Alliance or its
shareholders. The provision has no effect on the availability of equitable
remedies, such an injunction or rescission, based upon a Director's breach of
his fiduciary duty to Alliance and to shareholders. At present, there are no
pending or contemplated actions or proceedings against any Directors of
Alliance, and Alliance knows of no threatened litigation against its Directors
that would be affected by the foregoing provisions of law.
The effect of these provisions would be to permit indemnification by
Alliance for liabilities arising out of the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Certificate of Incorporation of Alliance Bancorp
of New England, Inc. (incorporated herein by
reference to Exhibit 99.1 to Alliance's
Registration Statement on Form 8-A)
4.2 Bylaws of Alliance Bancorp of New England, Inc.
(incorporated herein by reference to Exhibit 99.2 to
Alliance's Registration Statement on Form 8-A)
4.3 Tolland Bank 1997 Stock Incentive Plan for Directors,
Officers and Key Employees
5 Opinion of Peabody & Brown as to the legality of
securities registered hereby including consent of such
counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Peabody & Brown (See Exhibit 5)
24 Power of Attorney (reference made to signature Page)
Item 9. Undertakings.
A. 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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 which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
C. 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 Act 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 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Vernon, Connecticut on this 30th day of October,
1997.
ALLIANCE BANCORP OF
NEW ENGLAND, INC.
By: _______________/s/_________________
Joseph H. Rossi
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Joseph H. Rossi and David H. Gonci, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes for either or both of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated
Signature Title Date
/s/ Joseph H. Rossi President, Chief Executive October 30, 1997
Joseph H. Rossi Officer and Director
(Principal Executive Officer)
/s/ David H. Gonci Vice President and Chief October 30, 1997
David H. Gonci Financial Officer (Principal
Accounting and Financial
Officer)
/s/ Howard G.
Abbott, M.D. Director October 30, 1997
Howard G. Abbott, M.D.
/s/ Lawrence J. Becker Director October 30, 1997
Lawrence J. Becker
/s/ Richard C. Boardman Director October 30, 1997
Richard C. Boardman
/s/ Theresa L. Dansky, CPA Director October 30, 1997
Theresa L. Dansky, CPA
/s/ William E. Dowty, Jr. Director October 30, 1997
William E. Dowty, Jr.
/s/ D. Anthony Guglielmo Director October 30, 1997
D. Anthony Guglielmo
/s/ Thomas S. Moore Director October 30, 1997
Thomas S. Moore
/s/ Douglas J. Moser Director October 30, 1997
Douglas J. Moser
/s/ Kenneth R. Peterson Director October 30, 1997
Kenneth R. Peterson
/s/ Francis J. Prichard, Jr. Director October 30, 1997
Francis J. Prichard, Jr.
TOLLAND BANK
1997 Stock Incentive Plan for Directors, Officers and Key Employees
This 1997 Stock Incentive Plan (the "Plan") governs grants of options to
purchase shares of the Common Stock, $1.00 par value (the "Stock") of Tolland
Bank (the "Bank"), awards of restricted stock, and awards of stock
appreciation rights by the Bank to officers and certain key executives of the
Bank. The Plan also provides for certain non-discretionary grants of options
to directors. The Plan is intended to provide additional incentives to
promote the future success and growth of the Bank by providing participants
with a direct stake in the Bank and, in the case of officers and key
executives, to encourage qualified persons to seek and accept employment with
the Bank. The Plan is effective April 1, 1997.
I. Administration of the Plan.
A. The Plan shall be administered by the Personnel Committee (the
"Committee") as appointed from time to time by the Board of Directors of the
Bank, a majority of which Committee shall consist of members of the Board of
Directors who are not, and were not at any time during the one-year period
prior to such appointment, employees of the Bank or any affiliate of the Bank.
No director of the Bank serving as a member of the Committee shall be
eligible, at any time, to be granted options or awarded restricted stock or
stock appreciation rights under the Plan, except for the non-discretionary
grants of options to directors pursuant to paragraph 4(d), below.
B. Within the limits of the Plan, except for the non-discretionary
grants of options to directors pursuant to paragraph 4(d), below, the
Committee shall determine the individuals to whom, and the times at which,
options shall be granted and awards made, the type of option to be granted and
the number of shares subject to each option. The Committee may establish such
rules as it deems necessary for the proper administration of the Plan, make
such determinations and interpretations with respect to the Plan and options
granted hereunder as may be necessary or desirable and include such further
provisions or conditions in such options as it deems advisable. Any
determination or interpretation made by the Committee hereunder shall be
conclusive and binding upon both the Bank and the participant.
II. Shares Subject to the Plan.
A. The maximum aggregate number of shares of Stock that may be issued
under the Plan is 150,000 shares of Common Stock. However, the number of
shares that may be issued per year shall not exceed 20,000 multiplied by the
number of years the Plan has been in effect, rounding up any fractional years
to the next whole year, and no more than 20,000 shares in the aggregate may be
awarded as restricted stock or stock appreciation rights. Subject to any
required approvals by state or federal bank regulatory authorities, the limits
specified in the immediately preceding sentence may be waived by the Committee
if there is either (i) a change in control within the meaning of the Bank
Holding Company Act of 1958 or the Change in Bank Control Act of 1978 (each as
amended) or (ii) a determination by the Committee that such a change in
control has been threatened and that such threat of change in control is not
in the best long-term interests of the Bank and its stockholders.
B. In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Stock, the aggregate number and kind of shares or securities
of the Bank that may be issued under the Plan and the price of such shares,
shall be appropriately adjusted by the Committee (whose determination shall be
conclusive and binding upon both the Bank and the participant) so that the
proportionate number of shares or securities shall be maintained as before the
occurrence of such event.
C. Whenever options under the Plan lapse or terminate or otherwise
become unexercisable, the shares of Stock that were subject to such options
may again be made subject to options under the Plan. The Bank shall at all
times while the Plan is in force reserve such number of shares of Stock as
will be sufficient to satisfy the requirements of the Plan.
III. Participants.
Options (other than the non-discretionary grants of options to directors
pursuant to paragraph 4(d), below), stock appreciation rights and restricted
stock awards may be granted only to officers and other key employees who are
employed by the Bank or one of its subsidiaries ("Key Executives"), provided
that the Committee may exclude any individual from eligibility under the Plan.
Options or stock appreciation rights (but not restricted stock) may be granted
or awarded to a non-employee director of the Bank who is not also a member of
the Committee. The foregoing notwithstanding, Incentive Stock Options may be
awarded only to persons eligible under the Internal Revenue Code.
IV. Options.
A. Options may be granted under the Plan either as Incentive Stock
Options under Section 422 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code") (or any successor section) other than the non-
discretionary grants of options to directors pursuant to paragraph 4(d), or as
non-statutory stock options. Options may be granted from time to time by the
Committee, provided that no Incentive Stock Option shall be granted hereunder
after 10 years from the date hereof, or if the limitation of $100,000 set
forth in the Code on the aggregate fair market value of Stock underlying
Incentive Stock Options exercisable for the first time by a participant in any
calendar year (or such other limitation as the Code may prescribe) would be
exceeded. The granting date for each option shall be the date on which it is
approved by the Committee, or such later date as the Committee may specify.
Options granted hereunder shall be evidenced by stock option certificates in
such form not inconsistent with the Plan (which in the case of Incentive Stock
Options shall conform to the requirements for an Incentive Stock Option
contained in the Code) as the Committee may from time to time determine. The
form of such options may vary among optionees.
B. (i) In the case of Incentive Stock Options, the price per share
at which Stock may from time to time be optioned shall be determined by
the Committee at the time of grant, provided that such price shall not
be less than 100 percent of the fair market value (110 percent in the
case of employees who own or are deemed to own more than 10 percent of
the total combined voting power of all classes of stock of the Bank or
any subsidiary of the Bank) of a share of Stock on the granting date as
reasonably determined by the Committee in good faith (or such other
minimum price as the Committee may prescribe).
1. In the case of non-statutory stock options, other than the
non-discretionary grants of options to directors pursuant to paragraph
4(d), the price per share at which Stock may from time to time be
optioned shall be determined by the Committee at the time of grant.
2. Stock purchased upon exercise of an option under the Plan
shall be paid for in cash or by certified check payable to the order of
the Bank, provided that the Committee may in its discretion permit the
option price to be paid in whole or in part with shares of Stock of the
Bank having a fair market value as determined by the Bank equal in
amount to the option price, by a recourse note, in installments, or by
delivery of a properly executed notice together with an undertaking by a
broker to deliver promptly to the Bank sale or loan proceeds equal in
amount to the option price.
C. Other than with regard to the non-discretionary grants of options
to directors pursuant to paragraph 4(d), below, the Committee shall determine
the term of all options (provided in the case of an Incentive Stock Option
that the term shall not be greater than the term prescribed by the Code, which
is currently by 5 years in the case of employees who own or are deemed to own
more than 10 percent of the total combined voting power of all classes of
stock of the Bank or any subsidiary of the Bank and 10 years in the case of
other employees), the time or times that options are exercisable and whether
they are exercisable in installments. In the case of an option made
exercisable in installments, the Committee may later determine to accelerate
the time at which one or more of such installments may be exercised.
D. Notwithstanding any other provision of the Plan to the contrary,
the only grants or awards to directors of the Bank who are not also Key
Executives shall be the following non-discretionary grants of stock options.
On April 1, 1997 each director shall be granted non-statutory stock options to
purchase a number of shares of stock equal to 1,000 shares multiplied by the
number (rounded down to the nearest whole number) of whole five-year periods
of service as a director completed as of such date. Thereafter during the
term of this Plan, each director shall be granted non-statutory stock options
to purchase 1,000 shares of Stock on each date that marks completion of a
whole five-year period of service as a director. The price of such options
shall be the fair market value of the Stock on the date of grant (determined
by the average of the high and low trading values, on such date), shall be for
a term of no longer than ten years from the date of grant, and shall be
immediately exercisable upon grant.
V. Other Provisions Relating to Options.
A. Options granted under the Plan shall not be transferable by the
holder thereof otherwise than by will or the laws of descent and distribution.
Each option shall be exercisable, during a participant's lifetime, only by him
or her. After a participant's death, an option shall be exercisable only by
the executor, administrator or other legal representative of the estate of the
participant (the "Representative") and only to the extent provided in
Section 5(c) hereof.
B. In the event of a consolidation or merger of the Bank with another
corporation, the sale or exchange of all or substantially all the assets of
the Bank or a reorganization or liquidation of the Bank, each holder of any
outstanding option shall be entitled to receive upon exercise and payment in
accordance with the terms of the option the same shares, securities or
property that such holder would have been entitled to receive upon the
occurrence of such event if such holder had been, immediately prior to such
event, the holder of the number of shares of Stock purchasable under his or
her option or, if another corporation shall be the survivor, such corporation
shall substitute therefor substantially equivalent shares, securities or
property of such other corporation; provided, however, that in lieu of the
foregoing the Committee may upon written notice to each holder of an
outstanding option provide that such option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Committee may in its discretion accelerate or
waive any deferred exercise period.
C. Options granted under the Plan may contain such provisions as the
Committee shall approve permitting part or all of the options to become
exercisable without regard to any deferred exercise period in the event of any
change in control of the Bank.
D. In the event that the Committee shall at any time prior to the
exercise in full by a participant of options held by him or her (and
regardless of whether such participant is then in the employ of or is a
director of the Bank) determine that such participant either before or after
the termination of his or her employment or directorship with the Bank has
committed an act of misconduct for which such participant could have been
discharged for cause by the Bank or has participated or engaged in any
business activity determined by the Committee to be in any way harmful or
prejudicial to the interests of the Bank, such options shall forthwith
terminate, and notwithstanding any other provisions hereof, such participant
shall not thereafter be entitled to exercise such options in whole or in part.
Any determination made by the Committee hereunder shall be conclusive and
binding upon both the Bank and the participant.
E. In the case of a participant who is a director granted options
pursuant to paragraph 4(d), above, and who terminates service as a director
for any reason before having exercised all such granted options, such options
may be exercised in whole or in part within one year of the date of
termination. If a participant's employment with the Bank or any subsidiary
corporation, or a corporation (or parent or subsidiary corporation of such
corporation) issuing or assuming a stock option in a transaction to which
Section 424(a) of the Code (or any successor section) applies, is terminated
for any reason otherwise than by his or her death or disability (within the
meaning of Section 22(e)(3) of the Code (or any successor section)), he or she
may exercise the options that he or she had been granted hereunder to the
extent exercisable at the time of such termination only within 30 days from
the date of termination. If a participant's employment is terminated by
reason of disability, such options may be exercised within 90 days from the
date of termination to the extent exercisable on the date of termination.
Upon the death of a participant, the particpant's Representative shall have
the right, at any time within one year after the date of death, to exercise in
whole or in part any options that were available to the participant at the
time of his or her death. Notwithstanding the foregoing, no option shall be
exercisable after the expiration of the applicable exercise period.
F. Other than the non-discretionary grants of options to directors
pursuant to paragraph 4(d), above, the Committee may modify or extend, subject
to the terms and conditions and within the limitations of the Plan, and
subject to the Code in the case of incentive stock options, outstanding
options (to the extent unexercised) and authorize the granting of new options
in substitution therefor. Without limiting the generality of the foregoing,
the Committee may grant to a participant, if he or she is otherwise eligible
and consents thereto, a new or modified option in lieu of an outstanding
option for a number of shares at an exercise price and for a term that are
greater or less than under the earlier option and may do so by cancellation
and regrant, amendment, substitution or otherwise, subject only to the general
limitations and conditions of the Plan. No modification of an option shall,
without the consent of the participant, adversely affect his or her rights
under any option theretofore granted under the Plan.
G. Options may be granted under the Plan in substitution for options
held by employees of a corporation who become employees of the Bank or any
subsidiary corporation of the Bank eligible to receive options under the Plan
as a result of an acquisition transaction. The terms and conditions of the
substitute options granted may vary from those set forth in the Plan to the
extent deemed appropriate by the Committee to conform to the provisions of the
options for which they are substituted.
VI. Restricted Stock Awards.
A. Notice. The Committee shall promptly provide each Key Executive
designated by the Committee to receive a restricted stock award ("Recipient")
with written notice setting forth the amount of the award and such other terms
and conditions of the award as may be considered appropriate by the Committee.
B. Restrictions on Transfer. The shares of Common Stock transferred
pursuant to a restricted stock award shall be subject to the following
restrictions:
a) No shares of Common Stock subject to awards granted under
the Plan may be sold, transferred, assigned, pledged, encumbered or
otherwise alienated or hypothecated unless, until and then only to the
extent that the restrictions set forth in this paragraph 6(b)(i) shall
have lapsed in accordance with paragraph 6(c).
b) Stock certificates evidencing shares of Common Stock
transferred pursuant to a registered stock award shall be issued in the
sole name of the Recipient (but shall be held by the Bank until the
restrictions shall have lapsed in accordance with the terms of the
award and the Plan) and shall bear a legend which, in part, shall
provide that:
"The shares of Common Stock of Tolland Bank, evidenced by this
certificate are subject to the terms and restrictions of the
Tolland Bank 1997 Stock Incentive Plan. Such shares are subject
to forfeiture or cancellation under the terms of said Plan, and
such shares shall not be sold, transferred, assigned, pledged,
encumbered or otherwise alienated or hypothecated except pursuant
to the provisions of said Plan, a copy of which is available from
Tolland Bank upon request."
C. Lapse of Restrictions. The restrictions set forth in paragraph
6(b) shall lapse as follows:
a) Such restrictions shall lapse with respect to the shares of
Common Stock awarded pursuant to a specific restricted stock award at
the times determined by the Committee and on the terms stated in the
notice of the award. Such restrictions shall lapse only if on the date
restrictions are to lapse the Recipient has been a Key Executive
continuously from the time of the award to such date of lapse. The
purpose of the restrictions is to provide an incentive to each Recipient
to remain with the Bank and to perform assigned tasks and
responsibilities in a manner consistent with the best interests of the
Bank and its stockholders.
b) In the event of the termination of employment of a
Recipient, except as specified in paragraph 6(c)(iii) below, all shares
of Common Stock still subject to restrictions shall be returned to or
canceled by the Bank and shall be deemed to have been forfeited by the
Recipient unless and then only to the extent that the Committee shall,
in its sole discretion, elect in writing to waive said return and
forfeiture in accordance with paragraph 6(c)(iv) below.
c) In the event of the termination of employment of a
Recipient by reason of death or permanent and total disability within
the meaning of Section 22(e)(3) of the Code, any outstanding
restrictions in respect of any restricted stock awarded to such
Recipient will automatically lapse, and the shares of Common Stock
subject to the award shall be distributed to the Recipient or, in the
case of death, to his or her estate.
d) The Committee may at any time in its sole discretion
accelerate the lapse of, or waive, all or any portion of the
restrictions remaining in respect of any restricted stock award.
D. Rights as a Shareholder. Upon issuance of the stock certificates
evidencing a restricted stock award and subject to the restrictions set out
in paragraph 6(b), the Recipient of an award shall have all of the rights of
a shareholder of the Bank with respect to the shares of Common Stock
represented by such award, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect to such
shares, provided that any stock dividends received on shares of restricted
stock shall be subject to the same restrictions as such underlying shares
until the restrictions on such underlying shares lapse.
VII. Stock Appreciation Rights
A. Stock appreciation rights ("SAR"s) may be granted by the
Committee independent of or in tandem with any stock option at the time
of grant of such option.
B. SARs granted in tandem with options shall be subject to the
following terms and conditions, plus any other conditions not
inconsistent with the Plan.
a) Stock appreciation rights shall be exercisable, in
whole or in part, at such time or times and to the extent that the
option to which they relate shall be exercisable, and shall expire
simultaneously with the option to which they relate.
b) Upon exercise of an SAR, the related option or portion
thereof shall be surrendered to the Bank in exchange for payment
by the Bank of shares of Common Stock (at the fair market value
thereof) or cash or a combination thereof, as the Committee may
determine in its own discretion, in an amount equal to the excess
of the aggregate fair market value of the shares subject to the
option or portion thereof being surrendered over the aggregate
option price thereof; provided, however, that fractional shares
shall not be issued. Any option, to the extent surrendered, shall
thereupon cease to be exercisable.
c) An officer who holds exercisable stock appreciation
rights and who desires to receive cash or a combination of cash
and shares of Common Stock must exercise such stock appreciation
rights during a restricted period beginning on the third business
day following the date of the public announcement of the quarterly
or annual earnings of the Bank and ending on the twelfth business
day following such date. Upon exercise of a stock appreciation
right pursuant to this paragraph, the officer shall be entitled to
receive the exercise value of the number of stock appreciation
rights being exercised in cash, shares of Common Stock valued at
their fair market, or a combination of cash and shares of Common
Stock, as the Committee may determine in its sole discretion.
d) Stock appreciation rights shall be transferable only
when the options to which they relate are transferable, and under
the same conditions.
e) A stock appreciation right may be exercised only when
the market price of Common Stock exceeds the option price of the
option to which the stock appreciation right relates.
C. SARs granted independently of options shall be exercisable
at such time or times, and on such conditions, as the Committee may
specify.
D. The Committee may at any time accelerate the time at which
all or any part of the SARs may be exercised.
VIII. Withholding Taxes.
(a) Upon the exercise of non-statutory stock options, the
participant shall be required to pay to the Bank or authorize the Bank
to deduct from other amounts payable to the participant the amount of
any taxes that the Bank is required to withhold with respect to such
exercise. The participant may elect to satisfy such withholding
obligation by (a) delivering to the Bank Stock owned by such individual
having a fair market value equal to such withholding obligation or (b)
requesting that the Bank withhold from the shares of Stock to be
delivered a number of shares of Stock having a fair market value equal
to such withholding obligation.
(b) In the case of an Incentive Stock Option, the participant
shall be required (a) to inform the Bank promptly of any disposition
(within the meaning of Section 424(c) of the Code (or any successor
section) and the rules thereunder) of Stock received upon exercise, and
(b) to pay to the Bank or authorize the Bank to deduct from other
amounts payable to the participant the amount of any taxes that the Bank
is required to withhold with respect to such disposition.
(c) In the case of Restricted Stock Awards or Stock Appreciation
Rights, the Bank shall have the right to withhold the amount of taxes
the Bank is required to withhold from the amount awarded, or from the
amount paid, or from other amounts payable to the participant.
IX. Amendment or Termination.
The Committee may amend or terminate the Plan at any time, provided that any
such amendment shall be subject to the approval of the stockholders of the
Bank in accordance with applicable law and regulations if such approval is
necessary to satisfy the requirements of Rule 16b-3 (or any successor rule)
under the Exchange Act or other regulatory requirements. Unless hereafter
amended to provide for a different termination date, the Plan shall terminate
on March 31, 2007.
(202) 973-7700
November 6, 1997
Alliance Bancorp of New England, Inc.
348 Hartford Turnpike
Vernon, CT 06066
Ladies and Gentlemen:
We have acted as counsel for Alliance Bancorp of New England, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of up to 150,000 shares (the "Shares") of
the Company's common stock, $0.01 par value, pursuant to the Tolland Bank 1997
Stock Incentive Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and relied
on the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Certificate of Incorporation of the Company;
(iv) the By-Laws of the Company, and
(v) the certificate of tabulation of Boston EquiServe dated March 27,
1997.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other
records, documents and instruments of the Company and such other persons, and
we have made such investigations of law, as we have deemed appropriate as a
basis for the opinions expressed below. We have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents
submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of
the Shares in the manner set forth in the Registration Statement.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
3. When the aforesaid offering is completed and the Shares are issued
in the manner contemplated by the Registration Statement, the Shares will be
validly issued, fully paid and non-assessable.
The opinions set forth above represents our conclusion as to the
application of the existing laws of Delaware and federal laws to the instant
matter, and we can give no assurance that changes in such laws, or in the
interpretation thereof, will not affect the opinion expressed by us.
Moreover, there can be no assurance that a court considering the issues would
not hold contrary to such opinion. Further, the opinion set forth represents
our conclusions based upon the documents reviewed by us and the facts
presented to us. Any material amendments to such documents or changes in any
significant fact could affect the opinion expressed herein.
Our opinion is further qualified to the extent that the validity of any
provision of the Plan or the rights of any grantee under the Plan may be
subject to or affected by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to the Firm in the Registration
Statement under the caption, "Experts."
Very truly yours,
/s/
Consent of Independent Certified Public Accountants
The Board of Directors
Alliance Bancorp of New England, Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 1997 relating to the
financial statements of Tolland Bank, the predecessor to Alliance Bancorp of
New England, Inc., which report appears in the 1996 Annual Report of Tolland
Bank and which is included in the Registration Statement on Form 8-A filed by
Alliance Bancorp of New England, Inc. on September 23, 1997.
KPMG Peat Marwick LLP
Hartford, Connecticut
November 5. 1997
