As filed with the Securities and Exchange Commission on December 31,1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
--------------------
NMBT CORP
(Exact name of Registrant as specified in its charter)
DELAWARE 061496548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
55 MAIN STREET
NEW MILFORD, CONNECTICUT 06776
(860) 355-1171
(Address of Principal Executive Offices)
1988 NON-STATUTORY OPTION PLAN
1994 STOCK OPTION PLAN FOR EMPLOYEES, OFFICERS, AND DIRECTORS
OF THE
NEW MILFORD BANK & TRUST COMPANY
(Full titles of the plans)
JAY C. LENT, SECRETARY
NMBT CORP
55 MAIN STREET
NEW MILFORD, CONNECTICUT 06776
(860) 355-1171
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered(1) per share(2) offering price(2) registration fee
============================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 350,100 $19.4375 $3,669,350 $1020.08
200,000 $15.125 $3,025,000 $840.95
--------- ----------
550,100 $1,861.03
============================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be sold upon the exercise of options which have been granted and/or may
hereafter be granted under the 1988 Non-Statutory Option Plan and the 1994
Stock Option Plan for Employees, Officers and Directors of The New Milford
Bank & Trust Company (the "Plans"). The maximum number of shares which may
be sold upon the exercise of such options granted under the Plans are
subject to adjustment in accordance with certain anti-dilution and other
provisions of said Plans. Accordingly, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), this Registration
Statement covers, in addition to the number of shares stated above, an
indeterminate number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock which
may be purchased upon exercise of outstanding options, the fee is calculated
on the basis of the price at which the options may be exercised; and (ii) in
the case of shares of Common Stock for which options have not yet been
granted and the option price of which is therefore unknown, the fee is
calculated on the basis of the average of the high and low sale prices per
share of the Common Stock on the Nasdaq Stock Market ("Nasdaq") as of a date
(December 24, 1998) within 5 business days prior to filing this Registration
Statement.
================================================================================
<PAGE>
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plans. The Prospectus filed as
part of this Registration Statement has been prepared in accordance with the
requirements of Form S-3 and may be used for reofferings and resales of
registered shares of Common Stock which have been and/or may hereafter be issued
upon the exercise of options which have been and/or may hereafter be granted
under either of the Plans.
<PAGE>
PROSPECTUS
NMBT CORP
550,100 Shares of Common Stock
Par Value $.01 Per Share
issued or issuable pursuant to
1988 Non-Statutory Option Plan
1994 Stock Option Plan for Employees, Officers and Directors
of the New Milford Bank & Trust Company
-------------------
The Shares of Common Stock, par value $.01 per share (the "Common
Stock"), offered hereby (the "Shares") are shares which have been or may in the
future be issued upon the exercise of stock options which have been or may in
the future be granted under the 1988 Non-Statutory Option Plan (the
"Non-Statutory Stock Option Plan") and the 1994 Stock Option Plan for Employees,
Officers and Directors of The New Milford Bank & Trust Company (the "1994 Stock
Option Plan") (together, the "Plans"), to be sold by stockholders of NMBT CORP,
a Delaware corporation ("NMBT CORP" or the "Company"), identified herein (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of the Shares. Some or all of the Shares may be offered for sale from
time to time by the Selling Stockholders or by pledgees, donees, transferees, or
other successors in interest. Such sales may be made on one or more exchanges,
in the over-the-counter market, or otherwise, at prices and on terms then
prevailing, or at prices related to the then-current market price, or in
negotiated transactions or otherwise, or by underwriters pursuant to an
underwriting agreement in customary form, or in a combination of any such
methods of sale. The Selling Stockholders and any broker-dealers (including
underwriters) who may participate in a sale of the Shares may be deemed to be
statutory underwriters within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and the commissions paid or discounts or
concessions allowed to any of such broker-dealers (including underwriters) by
any person, as well as any profits received on the resale of the Shares if any
of such broker-dealers (including underwriters) should purchase any Shares as a
principal, may be deemed to be underwriting discounts and commissions under the
Securities Act. All discounts, commissions or fees incurred in connection with
the sale of the Shares offered hereby will be paid by the Selling Stockholders
or by the purchasers of the Shares, except that the expenses of registering the
Shares and preparing and filing this Prospectus with the Securities and Exchange
Commission (the "Commission"), and of registering or qualifying the Shares under
the blue sky laws of any jurisdiction necessary to permit the distribution as
described in this Prospectus, will be paid by the Company.
The Common Stock is listed on The Nasdaq Stock Market ("Nasdaq") under
the symbol NMBT. On December 29, 1998, the closing sale price for the Common
Stock of the Company, as reported by Nasdaq, was $16.125.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY
THE RISK FACTORS INDICATED UNDER "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE COMMISSION OR
ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is December 31, 1998.
-------------------
<PAGE>
No person has been authorized in connection with any offering made
hereby to give any information or to make any representation not contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of an
offer to buy any shares of Common Stock offered hereby to any person in any
jurisdiction where it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
-------------------
AVAILABLE INFORMATION
The Company is subject to certain informational reporting requirements
of the Securities Exchange Act of 1934 and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
at the Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661-2511, and at the New York Regional Office, 7 World Trade
Center, Suite 1300, New York, NY 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov.
The Company will provide without charge to each person, including
beneficial owners, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all of the documents that have
been or may be incorporated by reference in this Prospectus, other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests for such copies should be directed to
Jay C. Lent, NMBT, 100 Park Lane, New Milford, Connecticut 06776-2400. The
telephone number at this location is (860) 355-1171.
-------------------
2
<PAGE>
TABLE OF CONTENTS
PROSPECTUS....................................................................1
RISK FACTORS..................................................................4
THE COMPANY...................................................................9
SELLING STOCKHOLDERS.........................................................11
PLAN OF DISTRIBUTION.........................................................13
LEGAL MATTERS................................................................14
EXPERTS......................................................................14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................14
3
<PAGE>
RISK FACTORS
An investment in the shares being offered by this Prospectus involves a
high degree of risk. In addition to the other information in this Prospectus or
incorporated herein by reference, the following factors should be considered
carefully in evaluating an investment in the shares of Common Stock offered by
this Prospectus. This Prospectus contains and incorporates by reference
forward-looking statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in particular to the
discussion set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 (the "Form 10-K") and the Company's
Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998, and under "Business" in the Form 10-K, incorporated
in this Prospectus by reference. Such statements are based on current
expectations that involve a number of uncertainties including those set forth in
the risk factors below. Actual results could differ materially from those
projected in the forward-looking statements.
HOLDING COMPANY STRUCTURE. The Company is a bank holding company, the
profitability of which is entirely dependent on the profitability of NMBT
(formerly The New Milford Bank & Trust Company), its wholly owned
state-chartered bank and trust company, and the upstream payment of dividends
from NMBT to the Company. Under state and federal banking law, the payment of
dividends by the Company and NMBT is subject to capital adequacy requirements.
DEPENDENCE ON NMBT. The financial health of the Company is directly related to
the financial health of its subsidiary bank, NMBT. The financial health of NMBT
may be adversely affected by detrimental changes in federal or state laws, the
national monetary and fiscal policies and international, national and/or local
economic conditions. Such laws, policies or conditions could have material and
adverse effects upon NMBT.
COMPETITION. NMBT's Main Office and four of its branch offices are located in
Litchfield County, Connecticut; four branch offices are located in Fairfield
County, Connecticut; and the newest branch office is located in New Haven
County, Connecticut. Litchfield and Fairfield Counties are located in the
western portion of Connecticut bordering the State of New York; New Haven County
is located to the south and east of those counties. Within this market area,
NMBT encounters competition in its banking business from many other financial
institutions offering comparable products. These competitors include other
commercial banks (both locally based independent banks and local offices of
regional banks and money center banks), as well as mutual and stock savings
banks, savings and loan associations, credit unions, mortgage banking companies,
and loan production offices of out-of-state banks. In addition, NMBT experiences
competition in marketing some of its services from local and national insurance
companies and brokerage firms.
The banking business in Fairfield, Litchfield and New Haven Counties, all
located in the State of Connecticut, generally is highly competitive. Intense
market demands, economic pressures, fluctuating interest rates and increased
customer awareness of product and service differences among financial
institutions have forced such institutions to continue to diversify their
services, increase returns and become more cost effective.
4
<PAGE>
Competition for deposits includes competition not only from other depository
institutions, but also competition with various other investment vehicles, such
as corporate and governmental securities and mutual funds, which may offer
higher rates of return. Interest rates, convenience of office locations, service
and marketing are all significant factors in NMBT's competition for deposits.
From time to time, competing financial institutions set rates higher than market
rates to attract or retain deposits, which may cause upward pressure on NMBT's
rate structure or a loss of deposits.
Recent proposed and completed banking combinations in New England have increased
and will increase the resources of several major banks and other financial
institutions that operate many offices over a wide geographic area, including
NMBT's primary market area. Because of their greater size and capitalization,
these other institutions have substantially higher lending limits than NMBT.
NMBT competes for loan origination through the interest rates and loan fees it
charges and the efficiency and quality of services it provides. Competition is
affected by availability of funds, general and local economic conditions,
current interest rate levels and other factors that are not readily predictable.
In addition, recent Federal and Connecticut legislation likely will further
increase competition for deposits and loans in NMBT's primary market area.
Effective June 1, 1997, unless a state prohibits all interstate mergers, Federal
law generally permits interstate mergers between banks without regard to whether
such mergers are prohibited under the law of any state. Finally, Federal law
permits banks to branch into other states if a state "opts- in" to this
arrangement.
Since 1995, Connecticut has allowed interstate mergers and acquisitions, the
establishment of Connecticut chartered banks by foreign bank holding companies
and interstate de novo branching, subject to certain reciprocity requirements.
As permitted by Federal law, Connecticut law places a minimum permissible age of
five years on the target bank and a 30% limit on concentration of deposits in
both interstate and intrastate acquisitions.
CONSOLIDATION OF THE BANKING INDUSTRY IN NMBT'S SERVICE AREA. The Company
operates its NMBT banking business in Litchfield, New Haven and Fairfield
counties, all located in the State of Connecticut. Banking in Connecticut in
general, and in NMBT's service area in particular, has been subject to a
significant amount of consolidation in recent years. The result of this
consolidation is that NMBT competes for customers with larger institutions which
have substantially more capital and resources than the Company. In NMBT's
primary service market, Litchfield County, large regional banks and thrifts have
begun to penetrate a market that was in the past primarily serviced by small
banks and thrifts similar in size to, or smaller than, NMBT. Fleet Bank has
established a presence in the Company's home city, New Milford and recently, a
competitor of the Company, Village Bank, announced that it will be acquired by
the much larger Webster Bank. While the Company believes that it has certain
competitive advantages over larger regional banks and large thrifts, these
institutions have far greater resources and more favorable economies of scale in
the offering of banking services than does the Company. There can be no
assurance that the larger and more well capitalized banks, thrifts, and other
institutions that compete for business with the NMBT will not continue to
penetrate its service area and take deposits, loans and other business from
NMBT. Should that occur, the Company's profitability will be negatively and
materially impacted.
TIGHTER NET INTEREST SPREAD. A substantial portion of the Company's revenue is
derived from income that NMBT realizes on its loan portfolio. During the last
year, NMBT's primary service area has been characterized by more competitive and
aggressive loan origination programs offered by other
5
<PAGE>
banks, thrifts and other financial institutions. As a result, pressure has
developed in NMBT's primary service area for lenders to offer loans at lower
rates, thereby decreasing the net interest spread between the yield earned on
loans and investments and the rates paid on deposits and borrowings. This
practice has limited NMBT's opportunities to originate commercial loans. While
other institutions, particularly mutual institutions, have determined to offer
loans at lower rates, based on tighter net interest spreads, while incurring the
same loan risk, NMBT has strategically decided not to pursue this strategy on
the loans that it offers. As a result, loans offered by NMBT may be at rates
higher than those offered by other institutions. There can be no assurance that
this strategic decision not to tighten the net interest spread between the yield
earned on loans and investments offered and the rates paid by NMBT on deposits
and borrowings will not materially impact the size of NMBT's loan portfolio or,
in the alternative, eventually be abandoned in whole or in part thereby leading
to less profitability on each loan originated. In either of those cases, the
Company's profitability would be materially and adversely affected.
POTENTIAL LOSS OF DEPOSITORS. NMBT's service area has a heavy concentration of
mutual institutions which are able to offer savings rates on time deposits and
other accounts at higher rates than the rates offered by NMBT. NMBT relies on
its community banking format, service and customer loyalty to attract and
maintain depositors. However, there can be no assurance that NMBT will continue
to be able to compete effectively with mutual institutions and other financial
service companies that offer higher savings rates on time deposits and other
accounts.
GOVERNMENT POLICIES AND ECONOMIC CONTROLS. The U.S. federal and state
governments may enact laws and amendments to existing laws to regulate further
the banking and financial services industries or to reduce finance charges or
other fees or charges applicable to such activities. NMBT is subject to such
legislative and administrative developments. Accordingly, there can be no
assurance as to whether any legislation or regulations will be adopted in the
U.S. or its political subdivisions, or in any other jurisdiction in which NMBT
operates, that may adversely affect NMBT's financial position or results of its
operations.
The earnings and growth of the banking industry, and NMBT in particular, are
affected by general economic conditions, as well as by the credit policies of
monetary authorities, including the Federal Reserve System. An important
function of the Federal Reserve System is to regulate the national supply of
bank credit to combat recession and curb inflationary pressures. Its policies
are used in varying combinations to influence overall growth of bank loans,
investments and deposits and may also affect interest rates charged on loans or
paid for deposits.
In view of changing conditions in the national economy and the money markets, as
well as the effect of actions by monetary and fiscal authorities, including the
Federal Reserve System, no prediction can be made as to possible future changes
in interest rates, deposit levels, loan demand or their effects on the business
and earnings of NMBT and the Company.
FALLING INTEREST RATE ENVIRONMENT. During October and November of 1998, the
United States Federal Reserve Bank (the "Federal Reserve") lowered the overnight
lending rate to banks three times and the discount rate twice by a total of 75
and 50 basis points, respectively. It is possible that additional rate cuts by
the Federal Reserve will be forthcoming in 1999. Additional interest rate cuts
by the Federal Reserve might lead to an overall market environment in which
rates on mortgages and deposits offered by NMBT and other institutions decrease.
Historically, in such a falling interest rate
6
<PAGE>
environment, the net interest spread between a bank's cost of funds and the
rates that a bank charges on loans to its customers decreases, thereby leading
to less profitability. Should a falling interest rate environment develop, it is
very likely that the Company's profitability would be materially and adversely
affected.
DOWNTURN IN ECONOMY. Recent data released by the United States Federal
government pertaining to gross domestic product and other economic factors,
indicate that the United States economy, including the geographic area in which
NMBT's service area is located, is slowing. Historically, such developments
cause banks and other financial institutions, including NMBT, to experience a
higher rate of default with respect to their loan portfolios. Currently, the
rate of default experienced by NMBT is near a record low level. However, in the
event that the local economy in NMBT's service area continues to slow, it is
very likely that NMBT will experience a higher rate of default in its loan
portfolio, thereby negatively and possibly materially impacting the Company's
profitability.
GOVERNMENT REGULATION. As a bank holding company, the Company is subject to
regulation, examination and supervision by the Board of Governors of the Federal
Reserve System. NMBT is a Connecticut-chartered, bank and trust company subject
to both state and federal regulations, including comprehensive regulation,
examination and supervision by the Connecticut Department of Banking and the
FDIC. These regulations are primarily intended to protect depositors and may
impose limitations on the Company which may not be in the best interests of its
stockholders. Regulations now affecting the Company and NMBT may be changed at
any time, and the interpretation of those regulations by examining authorities
is also subject to change. Legislative proposals are made from time to time
which, if enacted, could adversely affect banking corporations generally,
including the Company. It is not possible to predict whether any such
initiatives will be successful, or what would be the precise effect of such
initiatives on the Company, if enacted. There can be no assurance that future
changes in the regulations or in the interpretation thereof will not adversely
affect the business of the Company or NMBT. Changes in the government's
monetary, fiscal, housing finance or tax policies may also adversely affect the
business of the Company or NMBT.
SHARES OF COMMON STOCK OF THE COMPANY ARE THINLY TRADED. The shares of the
Company's common stock trade in the Nasdaq over-the-counter market and are
"thinly traded." The average daily volume of trading in the Company's common
stock is under 5,000 shares. In that the directors and executive officers of the
Company control (including options) approximately 620,000 shares of the Company,
or over twenty percent of the common stock outstanding and subject to option,
any meaningful change in director and executive officer ownership of shares, or
for that matter in the holdings of any large shareholder, could cause a
relatively large change in the price quoted on Nasdaq for the Company's common
stock. Potential investors in the Company should carefully address the
particular risks associated with investing in the securities of an issuer such
as the Company that experiences such "thin trading" volume in the public market
for its securities.
RELIANCE ON KEY PERSONNEL. The Company's success to date has been influenced
strongly by its ability to attract and to retain senior management experienced
in banking and financial services. The Company's ability to retain the
management teams of each of the NMBT banking offices, and, as the Company grows,
to attract and retain qualified additional senior and middle management will
continue to be important to successful implementation of the Company's
strategies. The unexpected loss of services of any key management personnel, or
the inability to recruit and retain qualified personnel in the future, could
have an adverse effect on the Company's business and financial results. The
Company has entered
7
<PAGE>
into employment agreements with each of Michael D. Carrigan, Jay C. Lent and
Peter R. Maher, the Company's President and Executive Vice Presidents,
respectively.
YEAR 2000 READINESS. A Year 2000 Compliance Committee for the Company was formed
in 1996. The Company's management believes that it has been aggressively
proactive in reviewing the Year 2000 compliance of software and hardware that
the Company uses in its business, and believes that all of the Company's
software and hardware is Year 2000 compliant or will be so by June 30, 1999. Any
systems or hardware deemed non-compliant by that date will be replaced.
Expenditures toward that goal have already been made or budgeted and are not
expected to be material. However, the functionality of the Company's software
and hardware may be impacted by the compliance of the software and hardware of
vendors and other parties that interact with the Company. The total remaining
cost of the Year 2000 compliance is estimated at less than $50,000. It should be
noted, however, that recent information released by larger banks indicates that
estimates for expenditures in this area are generally proving to be too low.
Should a disruption in the services offered by NMBT occur as a result of any
Company system or vendor noncompliance with Year 2000 requirements or should
compliance cost estimates prove to be too low, the Company's business could be
materially and adversely affected. See "Year 2000 Readiness" in the Company's
Form 10-Q for the quarter ended September 30, 1998.
8
<PAGE>
THE COMPANY
NMBT CORP, a Delaware corporation formed in 1997, is the registered
bank holding company for NMBT (formerly The New Milford Bank & Trust Company), a
wholly owned subsidiary. NMBT, headquartered in New Milford, Connecticut, is a
state-chartered bank and trust company founded in 1975. The Company's activity
is currently limited to the holding of NMBT's outstanding common stock. NMBT is
the Company's only subsidiary and its primary investment. The net income of the
Company is presently derived entirely from the business of NMBT.
On November 25, 1997, NMBT completed a change in its corporate
structure with the formation of its parent holding company, NMBT CORP. The
Company provides the capability to offer comprehensive banking services through
NMBT and may provide, through NMBT and any other subsidiaries that NMBT CORP may
acquire, additional banking and other permissible non-banking services. The
holding company structure provides the Company with maximum flexibility in
pursuing financial opportunities.
NMBT's business strategy is to operate primarily as a full-service
community financial institution. NMBT offers a wide range of consumer and
commercial services to individuals and businesses in western Connecticut. These
services include checking accounts, N.O.W. accounts, regular savings accounts,
money market accounts, retirement accounts, savings certificates, commercial
demand deposit accounts and cash management. Deposits are insured up to
applicable limits by the Bank Insurance Fund (BIF) of the Federal Deposit
Insurance Corporation (FDIC). NMBT's lending activities include residential and
commercial real estate loans, home equity loans and lines of credit, consumer
loans, secured and unsecured commercial loans, letters of credit and both
consumer and commercial credit card services.
NMBT serves its market through a network of ten full service banking
offices located in New Milford, Kent, Bridgewater, New Fairfield, Southbury and
Danbury. Additionally, NMBT has automated teller machines (ATMs) at all office
locations, at a local hospital and inside two grocery stores in Danbury and
Southbury providing customers with convenient 24-hour access to their accounts.
NMBT's primary service area includes the towns of New Milford, Kent,
Bridgewater, New Fairfield, Southbury and Danbury; its secondary service area
includes the towns of Bethel, Brookfield, Middlebury, Newtown, Oxford, Roxbury,
Sherman, Warren, Washington and Woodbury.
NMBT's primary regulators are the Federal Reserve Bank and the State of
Connecticut Department of Banking. NMBT is authorized to transact general
banking business pursuant to the powers set forth in the Connecticut General
Statutes. NMBT is not offering trust services at this time.
While NMBT's business is not seasonal, the populations of a number of
the towns in its service areas increase substantially in the summer months,
requiring some additional personnel to handle the increased volume of
transactions during these months.
NMBT has no subsidiaries and no operations other than conventional
banking operations and has no foreign branches. NMBT has not obtained a material
portion of its deposits from a single person or small group of persons. No
material portion of NMBT's loans is concentrated within a single industry or
group of industries.
9
<PAGE>
NMBT has not engaged in material research activities relating to the development
of new services or the improvement of existing banking services during the past
two years. However, during that time, NMBT's officers and employees continually
have engaged in marketing activities, including evaluation and development of
new services. The Company had no material commitments for capital expenditures
at year-end 1998 and has no present plans regarding a new line of business that
will require an investment of a material amount of its total assets.
10
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SELLING STOCKHOLDERS
The Selling Stockholders are offering hereby Shares which have been or
may hereafter be acquired by them upon the exercise of options granted under the
Plans. The names of additional Selling Stockholders and the number of Shares
offered hereby by them may be added to this Prospectus from time to time by an
addendum or supplement to this Prospectus. Other persons who acquire Shares from
the Selling Stockholders may also be identified as Selling Stockholders by means
of an addendum or supplement to this Prospectus.
The following table sets forth certain information with respect to the
Selling Stockholders as of November 11, 1998.
<TABLE>
<CAPTION>
Number of
Shares Number of Percentage of
Beneficially Shares to be Class to be
Owned Number of Beneficially Beneficially
Prior to Shares Being Owned After Owned After
Name and Title Offering(1) Offered(2) Offering(3) Offering
- -------------- ----------- ---------- ----------- --------
<S> <C> <C> <C>
Michael D. Carrigan, President 114,373(4) 110,000 4,373 *
& CEO
Kevin L. Dumas, Director 29,817(5) 13,000 16,817 *
Deborah L. Fish, NMBT Vice 55 -0- 55 *
President & Treasurer, Company
Treasurer
Louis A. Funk, Jr., Chairman 20,100(6) 13,000 7,100 *
Lawrence S. Greenhaus, Vice 31,396(7) 13,000 18,396 *
Chairman
Ruth Henderson, Director 55,463(8) 13,000 42,463 1.6%
Jay C. Lent, Executive Vice 53,200(9) 50,000 3,200 *
President of NMBT, Secretary &
CFO of NMBT & the Company
Peter R. Maher, Executive Vice 60,991(10) 47,000 13,991 *
President & Chief Lending
Officer of NMBT
Robert W. X. Martin, Director 160,495(11) 13,000 147,495 5.5%
& Assistant Secretary
Terry C. Pellegrini, Director 19,019(12) 13,000 6,019 *
Walter G. Southworth, Director 59,278(13) 13,000 46,278 1.7%
Harry H. Taylor, Director 19,435(14) 13,000 6,435 *
Arthur C. Weinshank, Director 13,469(15) 13,000 469 *
</TABLE>
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<PAGE>
- ---------
* Less than 1% of the outstanding Common Stock.
(1) Includes all shares of Common Stock owned by the Selling Stockholder and
Shares of Common Stock which the Selling Stockholder has the right to
acquire, through the exercise of options including those granted under the
Plans, within 60 days after September 30, 1998.
(2) Includes certain shares of Common Stock acquired by the Selling
Stockholder pursuant to the exercise of options granted under the Plans
and all shares of Common Stock which the Selling Stockholder has the right
to acquire, through the exercise of options granted under the Plans,
whether or not such right has yet become exercisable or will become
exercisable within 60 days after September 30, 1998.
(3) Includes shares of Common Stock owned by the Selling Stockholder and
Shares of Common Stock which the Selling Stockholder has the right to
acquire, through the exercise of options, other than those granted under
the Plans, within 60 days after September 30, 1998. Assumes all shares
registered pursuant hereto will be sold, although there can be no
assurance that any of the Selling Stockholders will offer for sale or sell
any or all of the Common Stock offered by them pursuant to this
Prospectus. Also assumes that no other shares are acquired or transferred
by the Selling Stockholder.
(4) Includes 110,000 shares which Mr. Carrigan has the right to acquire upon
the exercise of options within 60 days after September 30, 1998. Mr.
Carrigan shares voting and investment power with respect to 1,372 shares
and may be deemed to be the beneficial owner of such shares.
(5) Includes 13,000 shares which Mr. Dumas has the right to acquire upon the
exercise of options within 60 days after September 30, 1998. Mr. Dumas
shares voting and investment power with respect to 13,317 shares and may
be deemed to be the beneficial owner of such shares.
(6) Includes 13,000 shares which Mr. Funk has the right to acquire upon the
exercise of options within 60 days after September 30, 1998. Mr. Funk
shares voting and investment power with respect to 5,500 shares and may be
deemed to be the beneficial owner of such shares.
(7) Includes 13,000 shares which Mr. Greenhaus has the right to acquire upon
the exercise of options within 60 days after September 30, 1998. Mr.
Greenhaus shares voting and investment power with respect to 6,241 shares
and may be deemed to be the beneficial owner of such shares.
(8) Includes 13,000 shares which Ms. Henderson has the right to acquire upon
the exercise of options within 60 days after September 30, 1998. Ms.
Henderson shares voting and investment power with respect to 992 shares
and may be deemed to be the beneficial owner of such shares.
(9) Includes 50,000 shares which Mr. Lent has the right to acquire upon the
exercise of options within 60 days after September 30, 1998.
(10) Includes 47,000 shares which Mr. Maher has the right to acquire upon the
exercise of options within 60 days after September 30, 1998. Mr. Maher
shares voting and investment power with respect to 13,986 shares and may
be deemed to be the beneficial owner of such shares.
12
<PAGE>
(11) Includes 13,000 shares which Mr. Martin has the right to acquire upon the
exercise of options within 60 days after September 30, 1998. Mr. Martin
shares voting and investment power with respect to 98,959 shares and may
be deemed to be the beneficial owner of such shares.
(12) Includes 13,000 shares which Mr. Pellegrini has the right to acquire upon
the exercise of options within 60 days after September 30, 1998. Mr.
Pelligrini shares voting and investment power with respect to 6,019 shares
and may be deemed to be the beneficial owner of such shares.
(13) Includes 13,000 shares which Mr. Southworth has the right to acquire upon
the exercise of options within 60 days after September 30, 1998. Mr.
Southworth shares voting and investment power with respect to 20,215
shares and may be deemed to be the beneficial owner of such shares.
(14) Includes 13,000 shares which Mr. Taylor has the right to acquire upon the
exercise of options within 60 days after September 30, 1998. Mr. Taylor
shares voting and investment power with respect to 5,595 shares and may be
deemed to be the beneficial owner of such shares.
(15) Includes 13,000 shares which Mr. Weinshank has the right to acquire upon
the exercise of options within 60 days after September 30, 1998.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on one or more
exchanges or in the over-the-counter market, or otherwise, at prices and on
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) a combination of any such methods of sale. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from Selling Stockholders or from purchasers in amounts
to be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales.
In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 or Rule 701 promulgated under the Securities Act
("Rule 144" or "Rule 701") may be sold under Rule 144 or Rule 701 rather than
pursuant to this Prospectus.
The Company and the Selling Stockholders may enter into customary
agreements concerning indemnification and the provision of information in
connection with the sale of the Shares.
There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all the Common Stock covered by this Prospectus.
13
<PAGE>
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered has
been passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. of Boston, Massachusetts.
EXPERTS
The audited financial statements included in NMBT CORP's Annual Report
on Form 10-K for the year ended December 31, 1997 which are incorporated by
reference in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as indicated in their report incorporated herein and are
incorporated in reliance upon the authority of such firm given upon their
authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
(c) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-23419) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Prospectus and prior to the termination of the offering
of the Shares shall be deemed to be incorporated by reference in this Prospectus
and to be deemed a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus 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 superseded,
to constitute a part of this Prospectus.
14
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
(c) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-23419) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference from Registration Statement on Form
8-A, No. 0-23419.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4.1) Amended and Restated Certificate of Incorporation (Filed as
Exhibit 3.1 to Form 8-A12G, File No. 0-23419, and incorporated
herein by reference).
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<PAGE>
(4.2) Restated By-Laws (Filed as Exhibit 3.2 to Form 8-A12G, File No.
0-23419, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Deloitte & Touche LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) 1998 Non-Statutory Option Plan (Filed as Exhibit 10.1 to Form
8-A12G, File No. 0-23419, and incorporated herein by
reference).
(99.2) 1994 Stock Option Plan for Employees, Officers and Directors of
the New Milford Bank & Trust Company (Filed as Exhibit 10.2 to
Form 8-A12G, File No. 0-23419, and incorporated herein by
reference).
(99.3) Amendment No. 1 to the Non Statutory Option Plan (Filed as
Exhibit 10.3 to Form 8-A12G, File No. 0-23419, and incorporated
herein by reference).
(99.4) Amendment No. 1 to the 1994 Stock Option Plan (Filed as Exhibit
10.4 to Form 8-A12G, File No. 0-23419, and incorporated herein
by reference).
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, represents 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 end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
II-2
<PAGE>
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 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 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 Section
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.
(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.
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<PAGE>
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 New Milford, Connecticut on December 28, 1998.
NMBT CORP
By /s/ Michael D. Carrigan
--------------------------
Michael D. Carrigan
President
Each person whose signature appears below constitutes and appoints
Michael D. Carrigan and Jay C. Lent, and each of them, his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of NMBT CORP, and to file the same,
with all exhibits thereto and other 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 requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitute or substitutes 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
By (Signature and Title) /s/ Michael D. Carrigan December 28, 1998
----------------------
Michael D. Carrigan, Director and
President (Principal Executive Officer)
By (Signature and Title) /s/ Jay C. Lent December 28, 1998
--------------
Jay C. Lent, Chief Financial Officer
and Secretary (Principal Financial and
Accounting Officer)
By (Signature and Title) /s/ Deborah L. Fish December 28, 1998
------------------
Deborah L. Fish, Treasurer
II-4
<PAGE>
By (Signature and Title) s/ Kevin L. Dumas December 28, 1998
-----------------
Kevin L. Dumas, Director
By (Signature and Title) s/ Louis A. Funk, Jr. December 28, 1998
---------------------
Louis A. Funk, Jr., Director
By (Signature and Title) s/ Robert W. X. Martin December 28, 1998
----------------------
Robert W. X. Martin, Director
By (Signature and Title) s/ Terry C. Pellegrini December 28, 1998
----------------------
Terry C. Pellegrini, Director
By (Signature and Title) s/ Walter G. Southworth December 28, 1998
-----------------------
Walter G. Southworth, Director
By (Signature and Title) s/ Harry H. Taylor, Jr. December 28, 1998
-----------------------
Harry H. Taylor, Jr., Director
By (Signature and Title) s/ Arthur C. Weinshank December 28, 1998
----------------------
Arthur C. Weinshank, Director
</TABLE>
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<PAGE>
NMBT CORP
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit Sequential
Number Description Page No.
- ------ ----------- --------
(4.1) Amended and Restated Certificate of Incorporation
(Filed as Exhibit 3.1 to Form 8-A12G, File No.
0-23419, and incorporated herein by reference).
(4.2) Restated By-Laws (Filed as Exhibit 3.2 to Form
8-A12G, File No. 0-23419, and incorporated herein by
reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. as to the legality of shares being
registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. (included in opinion of counsel filed as
Exhibit 5).
(23.2) Consent of Deloitte & Touche LLP.
(24) Power of Attorney to file future amendments (set
forth on the signature page of this Registration
Statement).
(99.1) 1998 Non-Statutory Option Plan (Filed as Exhibit 10.1
to Form 8-A12G, File No. 0-23419, and incorporated
herein by reference).
(99.2) 1994 Stock Option Plan for Employees, Officers and
Directors of the New Milford Bank & Trust Company
(Filed as Exhibit 10.2 to Form 8-A12G, File No.
0-23419, and incorporated herein by reference).
(99.3) Amendment No. 1 to the Non Statutory Option Plan
(Filed as Exhibit 10.3 to Form 8-A12G, File No.
0-23419, and incorporated herein by reference).
(99.4) Amendment No. 1 to the 1994 Stock Option Plan (Filed
as Exhibit 10.4 to Form 8-A12G, File No. 0-23419, and
incorporated herein by reference).
II-6
EXHIBIT 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.mintz.com
Fax: 202/434-7400
December 30 , 1998
NMBT CORP
55 Main Street
New Milford, Connecticut 06776
Gentlemen:
We have acted as counsel to NMBT CORP, a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 550,100
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Amended and
Restated Certificate of Incorporation and Restated By-Laws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized by the Company and (ii) the Shares, when sold,
will have been duly and validly issued, fully paid and non-assessable shares of
the Common Stock, free of preemptive rights.
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<PAGE>
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
II-8
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of NMBT CORP on Form S-8 of our report dated January 20, 1998, appearing in the
Annual Report on Form 10-K of NMBT CORP for the year ended December 31, 1997. We
also consent to the reference to us under the heading "Experts" in such
prospectus, which is part of this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
December 29, 1998
II-9
