As filed with the Securities and Exchange Commission on February 27, 1996
Registration No.33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CHITTENDEN CORPORATION
(Exact name of registrant as specified in its charter)
Two Burlington Square
Burlington, Vermont 05401
(Address of principal executive offices)
Vermont 03-0228404
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
Options Issuable Pursuant To Plan Of Merger Providing
For the Merger of Flagship Bank and Trust Company
Into Chittenden Acquisition Bank, A Subsidiary
Of Chittenden Corporation
(Full title of the plan)
F. SHELDON PRENTICE, ESQ.
Secretary
Two Burlington Square
Burlington, Vermont 05401
(802) 660-1410
(Name, address and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to to be mum offering mum aggregate registration
be registered registered price per share offering price (1) fee
- --------------------------------------------------------------------------------
Common Stock
(par value 139,484 $ N/A $1,982,999.5 $683.74
$1.00 per share)
================================================================================
(1) Based upon Rule 457 (f)(2) and book value of common stock of Flagship Bank
and Trust Company on December 29, 1995, ($17.06) and the number of options
(116,236,67) that may be exchanged for the securities being registered.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Chittenden Corporation (the
"Company") with the Securities and Exchange Commission and are incorporated
herein by reference: (a) Annual Report on Form 10-K for the year ended December
31, 1994 as amended on April 4, April 25, and June 6, 1995; (b) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, as
amended on December 28, 1995 and September 30, 1995; (c) all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1994;
and (d) the description of the Company's capital stock contained in its
Registration Statement on Form S-4, as amended, on January 9, 1996 (file number
33-64527).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. [Not required].
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
F. Sheldon Prentice, Esq., Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Vermont Business Corporation Law ("VBCL"), Article Six,
Section I of the Company's Bylaws provides for indemnification of directors and
officers as follows:
Chittenden Corporation shall indemnify (A) its directors to the full extent
provided by the general laws of the State of Vermont now or hereafter in force,
including the advance of expenses under the procedures provided by such laws;
and (B) its officers and employees to the same extent it shall indemnify its
directors.
The Company's Bylaws also contain indemnification procedures which
implement indemnification. The VBCL permits a corporation to indemnify its
directors and officers, among others, against judgments, penalties, fines,
settlements, reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities, unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to such
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services, or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the action or omission was unlawful. The Company also maintains directors
and officers liability insurance.
The VBCL permits the charter of a Vermont corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that,
(i) the person actually received an improper benefit or profit in money,
property or services, or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding. The Company's Articles do not contain
a provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the fullest
extent permitted by Vermont law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of F. Sheldon Prentice (contains Consent of Counsel).
10.1 Plan of Merger Providing for Merger of Flagship Bank and Trust Company
into Chittenden Acquisition Bank, a Subsidiary of Chittenden
Corporation (incorporated by reference from the Registration Statement
on Form S-4, File No. 33-64527)
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(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.
(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.
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 (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 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.
<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 the City of Burlington, and the State of Vermont on this 21st day
of February, 1996.
CHITTENDEN CORPORATION
By: s/ Paul A. Perrault
Paul A. Perrault
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
Principal Executive Officer:
s/ Paul A. Perrault President, Chief Date: February 21, 1996
Paul A. Perrault Executive Officer
and Director
Principal Financial and Accounting Officer:
s/ Nancy Rowden Brock Treasurer and Chief Date: February 21, 1996
Nancy Rowden Brock Financial Officer
A Majority of the Board of Directors:
Barbara W. Snelling, Frederic H. Bertrand, David M. Boardman, Paul J. Carrara,
Lyn Hutton, Phillip A. Kolvoord, Paul A. Perrault, James C. Pizzagalli, Pall D.
Spera and Martel D. Wilson
By: s/ Paul A. Perrault For himself Date: February 21, 1996
Paul A. Perrault and as
Attorney-in-Fact
By: s/ Nancy Rowden Brock For herself Date: February 21, 1996
Nancy Rowden Brock and as
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of F. Sheldon Prentice (contains
Consent of Counsel).
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney.
EXHIBIT 5
CHITTENDEN CORPORATION
February 27, 1996
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
REGISTRATION STATEMENT ON FORM S-8
To Whom It May Concern:
I am general counsel for Chittenden Corporation, a Vermont corporation (the
"Company"), and have represented it in connection with a Registration Statement
on Form S-8 which was filed by the Company under the Securities Act of 1933, as
amended, (the "Registration Statement"), and which registers 139,484 shares of
the Common Stock of the Company (the "Shares") to be issued pursuant to the Plan
of Merger providing for the merger of Flagship Bank and Trust Company into
Chittenden Acquisition Bank, a Subsidiary of Chittenden Corporation (the
"Plan"). In that capacity, I have reviewed the articles and by-laws of the
Company, the Registration Statement, the corporate action taken by the Company
that provides for the issuance or delivery of the Shares to be issued or
delivered pursuant to the Plan and such other materials and matters as I have
deemed necessary for the issuance of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been duly and
validly authorized and upon issuance and delivery thereof as contemplated in the
Registration Statement, will be, under the general corporation law of the State
of Vermont, legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me and to my opinion in the Registration
Statement.
Very truly yours,
s/ F. Sheldon Prentice
F. Sheldon Prentice, Esq.
Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report on the
consolidated financial statements of Chittenden Corporation for the years ended
December 31, 1994 and 1993 dated January 17, 1995 and to all references to our
firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
February 27, 1996
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Chittenden Corporation:
We consent to the use of our report on the consolidation statements of income,
changes in stockholders' equity and cash flows of Chittenden Corporation and
subsidiaries for the year ended December 31, 1992, incorporated herein by
reference.
KPMG Peat Marwick LLP
Boston, Massachusetts
February 27, 1996
EXHIBIT 24
CHITTENDEN CORPORATION
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and
officers of Chittenden Corporation, a Vermont corporation, constitute and
appoint Paul A. Perrault and Nancy Rowden Brock, or any one of them, the true
and lawful agents and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or more of them,
to sign for the undersigned in their respective names as directors and officers
of Chittenden Corporation, a Registration Statement on Form S-8 (or other
appropriate form) to be filed with the Securities and Exchange Commission under
the Securities Act of 1933 and any amendment or supplement to such registration
statement relating to the sale of Chittenden Corporation common stock issued as
a result of conversion of Flagship Bank and Trust common stock issued under the
Flagship Bank and Trust Stock Option Plan. We hereby confirm all acts taken by
such agents and attorneys-in-fact, or any one or more of them, as herein
authorized.
DATED: February 21, 1996
Name Title
s/ Paul A. Perrault President, Chief Executive Officer
Paul A. Perrault and Director
s/ Nancy Rowden Brock Treasurer and Chief Financial
Nancy Rowden Brock Officer (and principal accounting
officer)
Barbara W. Snelling Director and Chair of the Board
s/ Frederic H. Bertrand Director
Frederic H. Bertrand
s/ David M. Boardman Director
David M. Boardman
s/ Paul J. Carrara Director
Paul J. Carrara
s/ Lyn Hutton Director
Lyn Hutton
s/ Phillip A. Kolvoord Director
Phillip A. Kolvoord
s/ James C. Pizzagalli Director
James C. Pizzagalli
s/ Pall D. Spera Director
Pall D. Spera
s/ Martel D. Wilson Director
Martel D. Wilson
