As filed with the Securities and Exchange Commission on April 17, 1997
Registration Statement No. 333-
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)
Vermont 03-0228404
(State of Incorporation) (I.R.S. Employer Identification #)
Two Burlington Square
Burlington, Vermont 05401
(802) 658-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
1988 STOCK OPTION PLAN
1986 STOCK OPTION PLAN
(Full Title of the Plan)
Paul A. Perrault
President and Chief Executive Officer
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
(802) 660-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
F. Sheldon Prentice, Esq.
Senior Vice President, General Counsel and Secretary
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
(802) 658-4000
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Maximum Registration
Being Offering Price Aggregate Fee
Registered Per Share Offering Price
- -------------------------------------------------------------------------------
Common Stock, 1,232,422 (2) 28.125(5) $34,661,868.75 $10,503.60
par value 120,000 (3) 3,375,000.00 1,022.73
$1.00 per 20,000 (4) 562,500.00 170.45
share
================================================================================
(1) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, stock split, recapitalization,
forfeiture of stock under the Plan or other similar event.
(2) Attributable to the Amended and Restated 1993 Stock Incentive Plan.
(3) Attributable to the 1988 Stock Option Plan.
(4) Attributable to the 1986 Stock Option Plan.
(5) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the Securities Act ), solely for the purposes
of determining the amount of the registration fee. The registration fee
is based upon the average of the high and low prices for the Registrant's
Common Stock, $1.00 par value per share, as reported on the
Nasdaq National Market on April 16, 1997.
Exhibit Index is on Page 6
<PAGE 1>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Chittenden Corporation (the "Registrant") hereby incorporates by reference
the following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The latest annual report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act );
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996; and
(c) The description of the Registrant s Common Stock contained in its
Registration Statement on Form S-4, as amended, filed on January 10,
1996 (file number 33-64527).
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in 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 hereof to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or 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 Registration Statement.
Item 4. Description of Securities.
Not Applicable.
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 Registrant
by F. Sheldon Prentice, Esq., Senior Vice President, General Counsel and
Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
As permitted by the Vermont Business Corporation Act ("VBCA"), Article Six,
Section 1 of the Registrant's By-laws provides for indemnification of directors
and officers as follows: the Registrant 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 Registrant's By-laws also contain
indemnification procedures which implement such indemnification. The
Registrant's Articles of Association 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.
<PAGE 2>
The VBCA provides that a corporation may indemnify any director or officer
or former director or officer of the corporation, or any person who may have
served at its request as a director or officer of another corporation, against
liability (including the obligation to pay a judgment, settlement, penalty, fine
or reasonable expenses) incurred by him or her in connection with the defense or
response of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative and whether formal or
informal, in which he or she is made a party by reason of being or having been
such director or officer if: (1) the director or officer conducted himself or
herself in good faith; and (2) the director or officer reasonably believed: (A)
in the case of conduct in the director s or officer s official capacity with the
corporation, that the director s or officer's conduct was in its best interests;
and (B) in all other cases, that the director's or officer's conduct was at
least not opposed to its best interests; and (3) in the case of any proceeding
brought by a governmental entity, the director or officer had no reasonable
cause to believe his or her conduct was unlawful, and the director or officer is
not finally found to have engaged in a reckless or intentional unlawful act. A
corporation may not indemnify a director or officer (1) in connection with a
proceeding by or in the right of the corporation in which the director or
officer was adjudged liable to the corporation; or (2) in connection with any
other proceeding charging improper personal benefit to the director or officer,
whether or not involving action in the director's or officer's official
capacity, in which the director or officer was adjudged liable on the basis that
personal benefit was improperly received by the director or officer. The
Registrant also maintains director's and officer's liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit No. Description
- ----------- ------------
4.1 Articles of Association*
4.2 By-laws, as amended**
5.1 Opinion of F. Sheldon Prentice, as to the legality of the
securities being registered.
10.1 Amended and Restated 1993 Stock Incentive Plan.***
10.2 1988 Stock Option Plan.****
10.3 1986 Stock Option Plan.*****
23.1 Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2 Consent of Counsel, F. Sheldon Prentice (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney.
____________________________
*Incorporated by reference to the Registrant s Proxy Statement for the 1994
Annual Meeting of Stockholders.
**Incorporated by reference to the Registrant s Annual Report on Form 10-K
for the year ended December 31, 1995, with amendments incorporated by reference
to the Registrant's Annual Report on Form 10-K for the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.
***Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.
****Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1987.
<PAGE 3>
*****Incorporated by reference to the Registrant's Proxy Statement in
connection with the 1986 Annual Meeting of Stockholders.
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;
(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; and
(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) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan s annual
report pursuant to Section 15(d) of the Exchange Act) 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.
<PAGE 4>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE 5>
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, State of Vermont, on this 16th day of
April, 1997.
CHITTENDEN CORPORATION
By: /s/Paul A. Perrault
Paul A. Perrault, President and Chief
Executive Officer
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.
Signature Capacity Date
- --------- ---------------- -----------
s/Paul A. Perrault President, Chief Executive Officer April 16, 1997
and Director (Principal Executive
Officer)
s/Kirk W. Walters Executive Vice President, Chief April 16, 1997
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
s/Barbara W. Snelling Chair of the Board of Directors April 16, 1997
s/Frederic H. Bertrand Director April 16, 1997
s/David M. Boardman Director April 16, 1997
s/Paul J. Carrara Director April 16, 1997
s/Lyn Hutton Director April 16, 1997
s/Philip A. Kolvoord Director April 16, 1997
s/James C. Pizzagalli Director April 16, 1997
s/Pall D. Spera Director April 16, 1997
Martel D. Wilson, Jr. Director
<PAGE 6>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ------------- -------
4.1 Articles of Association* *
4.2 By-Laws, as amended** **
5.1 Opinion of F. Sheldon Prentice as to the
legality of the securities being registered. 7
10.1 Amended and Restated 1993 Stock Incentive Plan.*** ***
10.2 1988 Stock Option Plan.**** ****
10.3 1986 Stock Option Plan.***** *****
23.1 Consent of Independent Public Accountants,
Arthur Andersen LLP. 8
23.2 Consent of F. Sheldon Prentice (included in
Exhibit 5.1 hereto). 7
24.1 Powers of Attorney 9
- ----------------------------------
* Incorporated by reference to the Registrant's Proxy Statement for the 1994
Annual Meeting of Stockholders.
** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995, with amendments incorporated by reference
to the Registrant s Annual Report on Form 10-K for the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.
*** Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.
**** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1987.
***** Incorporated by reference to the Registrant's Proxy Statement in
connection with the 1986 Annual Meeting of Stockholder.
<PAGE 7>
EXHIBIT 5.1
CHITTENDEN CORPORATION
April 17, 1997
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
REGISTRATION STATEMENT ON FORM S-8
To Whom It May Concern:
I am Senior Vice President, General Counsel and Secretary 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 1,372,422 shares of the Common Stock, $1.00 par
value per share, of the Company (the Shares ) to be issued pursuant to the
Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option Plan, and 1986
Stock Option Plan (the Plans ). In that capacity, I have reviewed the articles
of association 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 Plans 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.
Senior Vice President, General Counsel and Secretary
<PAGE 8>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1997
incorporated by reference in Chittenden Corporation's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
s/Athur Andersen LLP
Boston, Massachusetts
April 15, 1997
<PAGE 9>
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Paul A. Perrault and Kirk. W.
Walters acting together or singularly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, (i) to sign a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the shares issuable pursuant to the Chittenden
Corporation Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option
Plan and 1986 Stock Option Plan and (ii) to sign any and all amendments
(including post-effective amendments) to such Registration Statement, and (iii)
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act.
The undersigned hereby ratifies and confirms all that such attorney-in-fact or
his substitute may lawfully do or cause to be done by virtue hereof.
Signature Capacity Date
- ----------- ---------------------- --------------
s/Paul A. Perrault President, Chief Executive April 16, 1997
Officer and Director (Principal
Executive Officer
s/Kirk W. Walters Executive Vice President, Chief April 16, 1997
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
s/Barbara W. Snelling Chair of the Board of Directors April 16, 1997
s/Frederic H. Bertrand Director April 16, 1997
s/David M. Boardman Director April 16, 1997
s/Paul J. Carrara Director April 16, 1997
s/Lyn Hutton Director April 16, 1997
s/Philip A. Kolvoord Director April 16, 1997
s/James C. Pizzagalli Director April 16, 1997
s/Pall D. Spera Director April 16, 1997
Martel D. Wilson, Jr. Director
