<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MECH FINANCIAL, INC.
--------------------
(exact name of registrant, as specified in its charter)
CONNECTICUT 06-1500984
- ----------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Indemnification No.)
100 Pearl Street, Hartford, Connecticut 06103
- --------------------------------------- -----
(Address of principal executive office) (Zip Code)
Mechanics Savings Bank 1996 Director Stock Option Plan
Mechanics Savings Bank 1996 Officer Stock Option Plan
------------------------------------------------------
(full title of plans)
Edgar C. Gerwig
MECH Financial, Inc.
100 Pearl Street
Hartford, Connecticut 06103
---------------------------
(name and address of agent for service)
860-293-4000
------------
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
===============================================================================================
Proposed
maximum Proposed Amount of
Title of Securities Amount to be offering maximum aggregate Registration
to be registered registered price per unit* offering price* Fee
- ------------------ ----------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Common Stock
par value, $0.01 per share $105,800/1/ $29.875 $ 3,160,775.00 $ 932.43
Common Stock
par value, $0.01 per share $423,200/2/ $29.875 $12,643,100.00 $3,729.71
===============================================================================================
</TABLE>
* Estimated for purposes of calculation of the Registration Fee pursuant to Rule
457(c) and based upon an average of the high and low prices that Company Common
Stock sold for on March 31, 1998.
This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act of 1933 and Rule
462 promulgated thereunder.
____________________________
/1/ Represents the amount of Company Common Stock reserved for issuance under
the Mechanics Savings Bank 1996 Director Stock Option Plan.
/2/ Represents the amount of Company Common Stock reserved for issuance under
the Mechanics Savings Bank 1996 Officer Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
---------------------------------------
The information required by Items 1 and 2 of Part I is not required to be
filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- -------
MECH Financial, Inc. (the "Company") hereby incorporates by reference into
this registration statement the following documents and information filed with
the Securities and Exchange Commission.
(a) The latest annual report of the Company's wholly owned subsidiary,
Mechanics Savings Bank, filed with the Federal Deposit Insurance
Corporation pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 (the "Act")
that contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed and the
Company's Registration Statement filed on Form 8-A dated December 29,
1997.
(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of
the Exchange Act since the filing of the documents referred to in
paragraph (a) above.
(c) The description of Common Stock, par value $0.01 per share ("Common
Stock") of the Company contained in the Company's registration
statement on Form 8-A filed pursuant to Section 12 of the Exchange Act
and any report filed for the purpose of updating such descriptions.
Item 4. Description of Securities
- -------
Not Applicable
2
<PAGE>
Item 5. Interests of Named Experts & Counsel
- -------
Not Applicable
Item 6. Indemnification of Directors and Officers
- -------
The Company's Bylaws provide for indemnification of the Company's Directors
and Executive Officers to the maximum extent permitted and/or required by the
Company's Certificate of Incorporation in accordance with the Connecticut
Business Corporation Act (the "CBCA"). Accordingly, the Company must indemnify
a director or officer who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was made a party because he or
she was a director or officer of the Company. Under Connecticut law, the
Company may also indemnify a director or officer who is made a party to a
proceeding if such director or officer conducted himself in good faith and he
reasonably believed his conduct was in the best interests of the Company or, in
certain cases, not opposed to its best interests. The CBCA and the Company's
bylaws allow the Company to indemnify directors and officers against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses.
The Company's Certificate of Incorporation limits the personal liability of
its Directors for monetary damages for breach of duty as a Director to the
amount of compensation received by such Director during the year of the
violation unless: (1) the breach involved a knowing and culpable violation of
law by the Director; (2) the breach enabled the Director or an "associate" (as
that term is defined in Section 33-843 of the CBCA) to receive an improper
personal economic gain; (3) the breach showed a lack of good faith and conscious
disregard for the duty of the Director to the Company under circumstances in
which the Director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company; (4) the breach constitutes
a sustained and unexcused pattern of inattention that amounted to an abdication
of the Director's duties to the Company; or (5) the breach created liability for
an illegal distribution under Section 33-757 of the CBCA or liability under
Connecticut General Statutes Section 36a-58.
Item 7. Exemption from Registration Claimed
- -------
Not applicable because no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
3
<PAGE>
Item 8. Exhibits
- --------
(4.1)(a) Mechanics Savings Bank 1996 Officer Stock Option Plan. (incorporated
by reference from Exhibit 10.1 to Form 10-k filed by Registrant on
March 30, 1998).
(4.1)(b) Amendment No.1 to Mechanics Savings Bank 1996 Officer Stock Option
(4.2)(a) Mechanics Savings Bank 1996 Director Stock Option Plan.
(incorporated by reference from Exhibit 10.2 to Form 10-k filed by
Registrant on March 30, 1998).
(4.2)(b) Amendment No. 1 to Mechanics Savings Bank 1996 Director Stock Option
Plan
(5) Opinion of Tyler Cooper & Alcorn, LLP (re: legality)
(23)(a) Consent of Coopers & Lybrand L.L.P.
(23)(b) Consent of Tyler Cooper & Alcorn, LLP
(See Exhibit 5)
(24) Power of Attorney for any subsequent amendments is located in the
signature pages.
Item 9. Undertakings
- ------- ------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement and 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1993, 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
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 Company has
been advised that in the opinion of
4
<PAGE>
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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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.
5
<PAGE>
SIGNATURES
The Registrant. 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 the City of Hartford, State of Connecticut on the 17th day of
March, 1998.
MECH FINANCIAL, INC.
(Registrant)
By: /s/ Edgar C. Gerwig
-------------------
Edgar C. Gerwig
Its President
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 date indicated.
/s/ Edgar C. Gerwig
-------------------
Edgar C. Gerwig
President and Chief Executive Officer,
MECH Financial, Inc.
March 17, 1998
/s/ Thomas M. Wood
------------------
Thomas M. Wood
Executive Vice President and Chief Financial Officer,
MECH Financial, Inc.
March 17, 1998
/s/ Brian A. Orenstein
----------------------
Brian A. Orenstein
Senior Vice President and Chief Accounting Officer,
MECH Financial, Inc.
March 17, 1998
Each person whose signature appears below hereby makes, constitutes and
appoints Edgar C. Gerwig his true and lawful attorney with full power to sign
for such person and in such person's name and capacity indicated below and with
full power of substitution any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
6
<PAGE>
THE BOARD OF DIRECTORS OF MECH FINANCIAL, INC.
SIGNATURES/TITLE DATE
/s/ Edgar C. Gerwig 3/17/98
- ------------------- -------
Edgar C. Gerwig / Chairman
President and Chief Executive Officer
/s/ Richard H. Booth 3/17/98
- -------------------- -------
Richard H. Booth / Director
/s/ David Freeman 3/17/98
- ----------------- -------
David Freeman / Director
/s/ John J. Meehan 3/17/98
- ------------------ -------
John J. Meehan / Director
/s/ Kevin A. North 3/17/98
- ------------------ -------
Kevin A. North / Director
/s/ Robert G. Rayve 3/17/98
- ------------------- -------
Robert G. Rayve / Director
/s/ Alfred R. Rogers 3/17/98
- -------------------- -------
Alfred R. Rogers / Director
/s/ Donald K. Wilson, Jr. 3/17/98
- ------------------------- -------
Donald K. Wilson, Jr. / Director
7
<PAGE>
The Stock Plans. Pursuant to the requirements of the Securities Act of
1933, the Trustees or other persons who administer the Mechanics Savings Bank
1996 Director Stock Option Plan and the Mechanics Savings Bank 1996 Officer
Stock Option Plan, have duly caused the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut on March 17, 1998.
MECHANICS SAVINGS BANK COMPENSATION AND BENEFITS
COMMITTEE
Plan Administrators for the 1996 Director Stock Option Plan
Plan Administrators for the 1996 Officer Stock Option Plan
SIGNATURES/TITLE DATE
/s/ Richard H. Booth 3/17/98
- -------------------- -------
Richard H. Booth / Director
/s/ David Freeman 3/17/98
- ----------------- -------
David Freeman / Director
/s/ Robert G. Rayve 3/17/98
- ------------------- -------
Robert G. Rayve / Director
/s/ Donald K. Wilson, Jr. 3/17/98
- ------------------------- -------
Donald K. Wilson, Jr. / Director
8
<PAGE>
MECHANICS SAVINGS BANK
EXHIBIT (4.1)(b)
AMENDMENT NO. 1 TO THE MECHANICS SAVINGS BANK
1996 OFFICER STOCK OPTION PLAN
This Amendment No. 1 to the Mechanics Savings Bank 1996 Officer Stock
Option Plan ("Amendment No. 1") is dated as of January 1, 1998 and entered into
by and between Mechanics Savings Bank, a Connecticut chartered stock savings
bank, with its main office located at 100 Pearl Street, Hartford, Connecticut
(the "Bank") and MECH Financial, Inc., a Connecticut stock corporation, with its
main office located at 100 Pearl Street, Hartford, Connecticut (the
"Corporation").
RECITALS
--------
WHEREAS, the Board of Directors (the "Board") of the Bank adopted the 1996
Officer Stock Option Plan on February 7, 1996 (the "Stock Option Plan");
WHEREAS, the shareholders of the Bank approved the Plan at the 1996 Annual
Meeting of the Bank's Shareholders;
WHEREAS, the Company acquired all of the outstanding shares of the Bank's
common stock, par value $0.01 per share ("Bank Common Stock") in a one-for-one-
share exchange for the common stock of the Company, par value $0.01 per share
("Company Common Stock") pursuant to that certain Agreement and Plan of
Reorganization between the Company and the Bank dated November 25, 1997 (the
"Plan of Reorganization");
WHEREAS, Section 4 of the Plan of Reorganization provides that the Company
shall adopt and assume certain rights and obligations of the Bank under the
Stock Option Plan, including the substitution of Company Common Stock for Bank
Common Stock as the stock for which options and/or stock appreciation rights may
be granted under the Stock Option Plan;
WHEREAS, the Plan of Reorganization provides that the holders of options
under the Stock Option Plan prior to the effective time of the Plan of
Reorganization will receive at the effective time an option to purchase the same
number of shares of Company Common Stock at the same exercise price and in
accordance with such other terms and conditions as pertained to the options
outstanding under the Stock Option Plan prior to the Effective Time; and
WHEREAS, the Company and the Bank have determined that it is appropriate to
enter into an agreement amending the Stock Option Plan.
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) receipt
of which is hereby acknowledged and the mutual promises and covenants contained
1
<PAGE>
herein, the Bank and the Company agree as follows:
1. DEFINITIONS:
------------
(a) The definition of "Board" contained in Section 2 of the Stock Option
Plan shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
"Board" means the Board of Directors of Mechanics Savings
Bank and, if the context permits or requires, shall also
mean the Board of Directors of MECH Financial, Inc.
(b) The definition of "Common Stock" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Common Stock" means the Company's common stock, par value $0.01 per share.
(c) The following definition shall be included in Section 2 of the Stock
Option Plan:
"Company" means MECH Financial, Inc.
(d) The definition of "Grantee" contained in Section 2 of the Stock Option
Plan shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
"Grantee" means an employee of the Company, the Bank, or a Subsidiary
of either to whom an Option is granted.
(e) The definition of "Option Agreement" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Option Agreement" means a written agreement in form to be
approved by the Committee to be entered into between and
among the Company, the Bank, and the Grantee of an Option,
as provided in Section 9 of the Stock Option Plan.
(f) The definition of "Subsidiary" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Subsidiary" means an entity of which, at the time such
subsidiary is to be determined, at least 50% of the total
combined voting power of all classes of stock of such entity
is held by the Company, the Bank, and its subsidiaries
(exclusive of the ownership by the entity whose subsidiary
is being determined).
2
<PAGE>
2. Except as otherwise specifically provided in this Amendment No. 1,
references made to the "Bank" in Sections 5(a)(ii), 5(e), 6(c),11(d), 11(e),
11(i), 19, 20, and 21 shall be deemed to refer to the Company.
3. Except as otherwise specifically provided in Amendment No. 1 all
references made to the "Bank" in Sections 1, 4, 6(c), 7(a), 7(b), 8, 9(a), 9(c),
13, 14, 15, and 18 shall be deemed to refer both to the Bank and to the Company.
4. Section 6(e) of the Stock Option Plan shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
(e) If the Committee, in its discretion, decides to permit
a Grantee who is an officer of the Company or the Bank
to elect to receive cash in full or partial settlement
of the exercise of a Stock Appreciation Right, then the
following conditions must be met: (i) such election
shall be made during the period beginning on the third
business day following the date of release for
publication of quarterly and annual summary statements
of sales and earnings of the Company and/or the Bank
and ending on the twelfth business day following such
date, unless a different period is specified in the
Exchange Act, or any rule promulgated thereunder as in
effect at the time of such exercise, or any law, rule,
regulation or other provision that may hereafter
replace such law or rule, and (ii) the Company and the
Bank have collectively been subject to the reporting
requirements of Section 13 of the Exchange Act for at
least one year prior to the date of said exercise and
has filed all reports and statements required to be
filed pursuant to that section during that period.
5. Section 10 of the Stock Option Plan shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
The Option Price shall be fixed by the Committee and stated
in each Option Agreement and, except as set forth hereafter,
shall be not less than the greater of par value or 100% of
the Fair Market Value of a share of the Common Stock on the
Grant Date of the Option (as determined in good faith by the
Committee). The Option Price for Initial Officer Options
shall be not less than the greater of par value, $10 or 100%
of the Fair Market Value (as defined for this purpose) of a
share of Common Stock on the date such Initial Officer
Options are granted. Notwithstanding the foregoing, in the
event the Grantee would otherwise be ineligible to receive
an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than 10%), the Option Price of an Option
that is intended to
3
<PAGE>
be an Incentive Stock Option shall be not less than the
greater of par value or 110% of the Fair Market Value of a
share of the Common Stock on the Grant Date of such Option.
Payment of the Option Price shall be made in cash or in such
other form as the Committee may approve, including shares of
Common Stock valued at Fair Market Value on the date of
exercise of the Option, or a combination of cash and/or such
other form of property, or, if authorized by the Committee's
regulations and accomplished in accordance therewith, by
delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to deliver
promptly to the Company sale or loan proceeds sufficient to
pay the Option Price.
6. Section 16 of the Stock Option Plan shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
16. EFFECT OF CHANGES IN CAPITALIZATION
(a) Changes in Common Stock. If the outstanding shares of Common
------------------------
Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization,
reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the
Company, occurring after the effective date of the Plan, the
number and kind of shares for the purchase of which Options
may be granted under Section 5(d) of the Plan shall be
adjusted proportionately and accordingly by the Committee.
In addition, the number and kind of shares for which Options
are outstanding shall be adjusted proportionately and
accordingly so that the proportionate interest of the holder
of the Option immediately following such event shall, to the
extent practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options shall not
change the aggregate Option Price payable with respect to
shares subject to the unexercised portion of the Option
outstanding but shall include a corresponding proportionate
adjustment in the Option Price per share.
4
<PAGE>
(b) Reorganization in Which the Company is the Surviving Entity.
-----------------------------------------------------------
Subject to Subsection (c) hereof, if the Company shall be
the surviving entity in any reorganization, merger, or
consolidation of the Company with one or more other
entities, any Option theretofore granted pursuant to the
Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to
such Option would have been entitled immediately following
such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price
per share so that the aggregate Option Price thereafter
shall be the same as the aggregate Option Price of the
shares remaining subject to the Option immediately prior to
such reorganization, merger, or consolidation.
(c) Reorganization in Which the Company is Not the Surviving
--------------------------------------------------------
Entity or Sale of Assets or Stock. Upon the dissolution or
---------------------------------
liquidation of the Company or the Bank, or upon a merger,
consolidation or reorganization of the Company with one or
more other entities in which the Company is not the
surviving entity, or upon a sale of all or substantially all
of the assets of the Company to another entity, or upon any
transaction approved by the Board of Directors of the
Company which results in any person or entity owning 80% or
more of the combined voting power of all classes of stock of
the Company, the Plan and all Options outstanding hereunder
shall terminate, except to the extent provision is made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for
such Options of new options or stock appreciation rights
covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the
number and kinds of shares and exercise prices, in which
event the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided. In
the event of any such termination of the Plan, each
individual holding an Option shall have the right (subject
to the general limitations on exercise set forth in Section
11 above and except as otherwise specifically provided in
the Option Agreement relating to such Option), immediately
prior to the occurrence of such termination and during the
period following the notice of termination described below
to exercise such Option in whole or in part, whether or not
such Option was otherwise vested and exercisable at the time
such notice of termination is given and without regard to
any installment limitation on exercise imposed pursuant to
Section 11 above. The Committee shall send written notice of
an event that will result in such a termination to all
individuals who hold Options not later than the time at
which the Company gives notice thereof to its shareholders.
5
<PAGE>
(d) Adjustments. Adjustments under this Section 16 related
-----------
to stock or securities of the Company shall be made by the
Committee whose determination in that respect shall be
final, binding, and conclusive. No fractional shares of
Common Stock or units of other securities shall be issued
pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an Option
-------------------------
pursuant to the Plan shall not affect or limit in any way
the right or power of the Company or Bank to make
adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer
all or any part of its business or assets.
(f) Except as provided in this Section 16, the issuance by
the Company of shares of stock of any class or securities
convertible into shares of stock of any class, shall not
affect the outstanding Options.
7. Section 17 of the Stock Option Plan shall be deleted in its entirety
and the following shall be substituted:
17. CHANGE IN CONTROL
(a) Upon the occurrence of a Change in Control (as hereinafter
defined):
(1) All Options shall become immediately exercisable in
full for the remainder of their terms.
(2) All Stock Appreciation Rights shall become immediately
exercisable in full for the remainder of their terms.
(b) A "Change in Control" is the occurrence of any one of the
following events:
(1) any Person (other than a Grantee, the Company, Bank or
any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or the Bank (or any subsidiary of either))
is or becomes an "Acquiring Person";
(ii) less than eighty percent (80%) of the total membership
of the Board shall be Continuing Directors; or
6
<PAGE>
(iii) the shareholders of the Company shall approve a
merger or consolidation of the Company or the Bank or a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company or the Bank of all or substantially all of
the Company's or Bank's assets to another Person, except in any such
case in a transaction in which immediately after such merger,
consolidation or sale, exchange or transfer, the shareholders of the
Company, in their capacities as such and as a result thereof, shall
own at least 50 percent in voting power of the then outstanding
securities of the Company or of any surviving Person pursuant to any
such merger (or of its parent), the consolidated corporation or
business entity in any such consolidation, or of the other Person to
which such sale, exchange or transfer of assets is made.
(c) A "Change in Control" shall be deemed not to have occurred if
(A) such event is mandated or directed by a regulatory body having
jurisdiction over the Company's or the Bank's operations.
(d) For purposes of this Section 17:
(1) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in Rule 13d-3 of the Exchange
Act) of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding voting securities, unless such Person has filed Form 13-G
and all required amendments thereto with respect to its holdings and
continues to hold such securities for investment in a manner
qualifying such Person to utilize Form 13-G for reporting of
ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date hereof.
(3) "Continuing Directors" shall mean any member of the
Board who was a member of the Board prior to the date hereof, and any
successor of a Continuing Director while such successor is a member of
the Board who is not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or of any such Affiliate or Associate and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as such term is
used in Section 13(d) and 14(d) of the Exchange Act.
7
<PAGE>
8. OTHER PROVISIONS TO REMAIN IN EFFECT.
-------------------------------------
Except as expressly modified or amended by this Amendment No. 1, all of the
terms, covenants and conditions of the Stock Option Plan and all Options
previously granted thereunder are hereby ratified and confirmed, all to remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as
of the date first written above.
MECHANICS SAVINGS BANK
By: /s/ Edgar C. Gerwig
--------------------
Edgar C. Gerwig
Its President
MECH FINANCIAL, INC.
By: /s/ Edgar C. Gerwig
--------------------
Edgar C. Gerwig
Its President
8
<PAGE>
MECHANICS SAVINGS BANK
EXHIBIT (4.2)(b)
AMENDMENT NO. 1 TO THE MECHANICS SAVINGS BANK
1996 DIRECTOR STOCK OPTION PLAN
This Amendment No. 1 to the Mechanics Savings Bank 1996 Director Stock
Option Plan ("Amendment No. 1") dated as of January 1, 1998 is entered into by
and between Mechanics Savings Bank, a Connecticut chartered stock savings bank
with its main office located at 100 Pearl Street, Hartford, Connecticut (the
"Bank") and MECH Financial, Inc., a Connecticut stock corporation, with its main
office located at 100 Pearl Street, Hartford, Connecticut (the "Company").
RECITALS
--------
WHEREAS, the Board of Directors (the "Board") of the Bank initially adopted
the Mechanics Savings Bank 1996 Director Stock Option Plan on February 7, 1996
(the "Stock Option Plan");
WHEREAS, the shareholders of the Bank approved the Plan at the 1996 Annual
Meeting of the Bank's Shareholders;
WHEREAS, the Company has acquired all of the Bank's common stock, par value
$0.01 per share ("Bank Common Stock") in a one-for-one-share exchange for the
Company's common stock, par value $0.01 per share ("Company Common Stock")
pursuant to that certain Agreement and Plan of Reorganization dated November 25,
1997 entered into between the Bank and the Company (the "Plan of
Reorganization");
WHEREAS, Section 4 of the Plan of Reorganization provides that the Company
shall adopt and assume certain rights and obligations of the Bank under the
Stock Option Plan, including the substitution of Company Common Stock for Bank
Common Stock as the stock for which options may be granted under the Stock
Option Plan;
WHEREAS, the Plan of Reorganization provides that holders of options under
the Stock Option Plan prior to the effective time will receive an option to
purchase the same number of shares of Company Common Stock at the same exercise
price and in accordance with such other terms and conditions as pertained to
the options outstanding under the Stock Option Plan prior to the Effective
Time; and
WHEREAS, the Company and the Bank have determined that it is appropriate to
enter into an agreement amending the Stock Option Plan.
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) receipt
of which is hereby acknowledged and the mutual promises and covenants contained
herein, the Bank and the Company agree as follows:
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1. DEFINITIONS:
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(a) The definition of "Board" contained in Section 2 of the Stock Option
Plan shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
"Board" means the Board of Directors of Mechanics Savings Bank and, if
the context so permits or requires, the Board of Directors of MECH
Financial, Inc.
(b) The definition of "Common Stock" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Common Stock" means the Company's Common Stock, par value $0.01 per
share."
(c) The following definition shall be added to Section 2 of the Stock
Option Plan:
"Company" means MECH Financial, Inc.
(d) The definition of "Committee" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Committee" means the entire Board with the exception of those
directors who are also employees or officers of the Company or the
Bank or, if so delegated by the Board, the Organization and
Compensation Committee of the Board, provided that no Committee member
is an officer or employee of the Company or the Bank.
(e) The definition of "Non-Employee Director" shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
"Non-Employee Director" means a member of the Board who is not an
employee of the Company, the Bank, or their respective subsidiaries.
(f) The definition of "Option Agreement" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Option Agreement" means a written agreement in a form attached hereto
as Appendix A to be entered into by the Company, the Bank and the
Grantee of an Option, as provided in Section 8 hereof.
(g) The definition of "Subsidiary" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Subsidiary" means an entity of which, at the time such subsidiary is
to be determined, at least 50% of the total combined voting power of
all classes
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of stock of such entity is held by the Company, the Bank, or their
respective subsidiaries (exclusive of the ownership by the entity
whose subsidiary is being determined).
2. Except as otherwise specifically provided for in this Amendment No. 1,
all references made to the "Bank" in Sections 5(a)(iv), 10(c), 10(g), 16, and
17, shall be deemed to refer to the Company.
3. Except as otherwise specifically referred to in Amendment No. 1 all
references made to the "Bank" in Sections 1, 10(d), 11, 12, 13, 15, and 18 shall
be deemed to refer both to the Bank and the Company.
4. AMENDMENT TO SECTION 9 OF STOCK OPTION PLAN.
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The final sentence of Section 9 of the Stock Option Plan shall be deleted
in its entirety and the following shall be substituted in lieu thereof:
Payment of the Option Price shall be made in cash or shares of Common
Stock valued at the Fair Market Value on the date of exercise of the
Option, or a combination of cash and/or such other form of property as
the Company deems appropriate, or if, authorized by the Committee's
regulations and accomplished in accordance therewith, by delivery of a
properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Company sale or
loan proceeds sufficient to pay the Option Price.
5. AMENDMENT TO SECTION 14 OF STOCK OPTION PLAN.
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Section 14 of the Stock Option Plan shall be deleted in its entirety and
the following shall be substituted in lieu thereof:
14. EFFECT OF CHANGES IN CAPITALIZATION
(a) Changes in Common Stock. If the outstanding shares of Common
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Stock are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company
by reason of any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease
in such shares effected without receipt of consideration by the
Company, occurring after the effective date of the Plan, the number
and kind of shares for the purchase of which Options may be granted
under Section 5(d) of the Plan shall be adjusted proportionately and
accordingly by the Committee. In addition, the number and kind of
shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of
the holder of the Option immediately following such event shall, to
the extent
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practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate
Option Price payable with respect to shares subject to the unexercised
portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.
(b) Reorganization in Which the Company is the Surviving Entity.
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Subject to Subsection (c) hereof, if the Company shall be the
surviving entity in any reorganization, merger, or consolidation of
the Company with one or more other entities, any Option theretofore
granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Common Stock
subject to such Option would have been entitled immediately following
such reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that the
aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately
prior to such reorganization, merger, or consolidation.
(c) Reorganization in Which the Company is Not the Surviving Company
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or Sale of Assets or Stock. Upon the dissolution or liquidation of
--------------------------
the Bank, or upon a merger, consolidation or reorganization of the
Company with one or more other entities in which the Company is not
the surviving entity, or upon a sale of all or substantially all of
the assets of the Company to another entity, or upon any transaction
approved by the Board which results in any person or entity owning 80%
or more of the combined voting power of all classes of stock of the
Company, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan
and/or the assumption of the Options theretofore granted, or for the
substitution for such Options of new options or stock appreciation
rights covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and
Options theretofore granted shall continue in the manner and under the
terms so provided. In the event of any such termination of the Plan,
each individual holding an Option shall have the right (subject to the
general limitations on exercise set forth in Section 10 above and
except as otherwise specifically provided in the Option Agreement
relating to such Option), immediately prior to the occurrence of such
termination and during the period following the notice of termination
described below to exercise such Option in whole or in part, whether
or not such Option was otherwise vested and exercisable at the time
such notice of termination is given and without regard to any
installment limitation on exercise imposed pursuant to Section 10
above. The Committee shall send written notice of an event that will
result in such a termination to all individuals who hold Options not
later than the time at which the Company gives notice thereof to its
shareholders.
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(d) Adjustments. Adjustments under this Section 14 related to stock
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or securities of the Company shall be made by the Committee whose
determination in that respect shall be final, binding, and conclusive.
No fractional shares of Common Stock or units of other securities
shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an Option pursuant to the
-------------------------
Plan shall not affect or limit in any way the right or power of the
Company or Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to
merge, consolidate, dissolve or liquidate, or to sell or transfer all
or any part of its business or assets.
(f) Except as provided in this Section 14, the issuance by the
Company of shares of stock of any class or securities convertible into
shares of stock of any class, shall not affect the outstanding
Options.
6. The following Section 16.A shall be added to the Stock Option Plan:
16.A CHANGE IN CONTROL
(a) Upon the occurrence of a Change in Control (as hereinafter
defined):
(1) All Options shall become immediately exercisable in
full for the remainder of their terms.
(2) All Stock Appreciation Rights shall become immediately
exercisable in full for the remainder of their terms.
(b) A "Change in Control" is the occurrence of any one of the
following events:
(i) any Person (other than a Grantee, the Company, Bank or
any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or the Bank (or any subsidiary of either))
is or becomes an "Acquiring Person";
(ii) less than eighty percent (80%) of the total membership
of the Board shall be Continuing Directors; or
(iii) the shareholders of the Company shall approve a
merger or consolidation of the Company or the Bank or a plan of
complete
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liquidation of the Company or an agreement for the sale or disposition
by the Company or the Bank of all or substantially all of the
Company's or Bank's assets to another Person, except in any such case
in a transaction in which immediately after such merger, consolidation
or sale, exchange or transfer, the shareholders of the Company, in
their capacities as such and as a result thereof, shall own at least
50 percent in voting power of the then outstanding securities of the
Company or of any surviving Person pursuant to any such merger (or of
its parent), the consolidated corporation or business entity in any
such consolidation, or of the other Person to which such sale,
exchange or transfer of assets is made.
(c) A "Change in Control" shall be deemed not to have occurred
if (A) such event is mandated or directed by a regulatory body having
jurisdiction over the Company's or the Bank's operations.
(d) For purposes of this Section 16.A.:
(1) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in Rule 13d-3 of the Exchange
Act) of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding voting securities, unless such Person has filed Form 13-G
and all required amendments thereto with respect to its holdings and
continues to hold such securities for investment in a manner
qualifying such Person to utilize Form 13-G for reporting of
ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date hereof.
(3) "Continuing Directors" shall mean any member of the
Board who was a member of the Board prior to the date hereof, and any
successor of a Continuing Director while such successor is a member of
the Board who is not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or of any such Affiliate or Associate and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as such term is
used in Section 13(d) and 14(d) of the Exchange Act.
7 OTHER PROVISIONS TO REMAIN IN EFFECT.
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Except as expressly modified or amended by this Amendment, all of the
terms,
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covenants and conditions of the Agreement and all Options granted hereunder are
hereby ratified and confirmed, all to remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment
No. 1 as of the date first written above.
MECHANICS SAVINGS BANK
By: /s/ Edgar C. Gerwig
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Edgar C. Gerwig
Its President
MECH FINANCIAL, INC.
By: /s/ Edgar C. Gerwig
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Edgar C. Gerwig
Its President
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MECHANICS SAVINGS BANK
EXHIBIT (5)
March 17, 1998
Board of Directors
MECH Financial, Inc.
100 Pearl Street
Hartford, Connecticut 06103
Re: Registration Statement on Form S-8 of MECH Financial, Inc.
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Gentlemen:
We have acted as counsel to MECH Financial, Inc. (the "Company") in
connection with the preparation by the Company of a registration statement on
Form S-8 (the "Registration Statement") for filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offer and sale of up to 529,000 shares of the Company's common stock, par
value $0.01, per share, (the "Shares") to be issued in connection with the:
(a) Mechanics Savings Bank 1996 Officer Stock Option Plan; and
(b) Mechanics Savings Bank 1996 Director Stock Option Plan.
Items (a) and (b) are collectively referred to herein as the "Plans".
We have examined the Plans, the Certificate of Incorporation of the Company
and Bylaws of the Company, and such other corporate and other documents and
records as we have deemed appropriate for purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures, (ii)
the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
facsimile copies.
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Based on the foregoing, and subject to the qualifications and limitations
set forth herein, we are of the opinion that the Shares, if and when originally
issued and sold or awarded by the Company pursuant to the Plans, will be legally
issued, fully paid, and non-assessable and will represent validly authorized and
outstanding shares of common stock of the Company.
We have assumed that the Company and those directors, officers, and
employees who receive options to purchase Shares under the Plans or purchase or
are awarded Shares under the Plans, as the case may be, will then be in
compliance with the relevant requirements of the Plans, and that all prescribed
filings with regulatory authorities, including any stock exchanges having
jurisdiction, will be effected in accordance with their respective requirements
and that the approvals of such regulatory authorities, including any stock
exchanges having jurisdiction will have been granted prior to the issuance of
any Shares.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the
Certificate of Incorporation and Bylaws not being amended prior to the issuance
of the Shares.
The foregoing opinions are limited to federal law and the Connecticut
Business Corporation Act, and we express no opinion with respect to any other
state or jurisdiction.
We hereby consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
TYLER COOPER & ALCORN, LLP
By: /s/ William W. Bouton III
-------------------------
William W. Bouton III
A Partner
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EXHIBIT (23)(a)
The Board of Directors
MECH Financial, Inc.
Hartford, CT
Gentlemen:
We consent to the incorporation by reference in the registration statement of
MECH Financial, Inc. on Form S-8 of our report dated January 20, 1998, on our
audits of the consolidated financial statements of Mechanics Savings Bank and
Subsidiaries, Inc. as of December 31, 1997 and 1996 and for the years ended
December 31, 1997, 1996 and 1995, which report is incorporated by reference in
the Annual Report of Mechanics Savings Bank and on Form 10-K.
/s/ COOPERS & LYBRAND
Hartford, Connecticut
March 27, 1998
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