<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1999
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)
VERMONT FINANCIAL SERVICES CORP. AMENDED AND RESTATED 1994 STOCK OPTION PLAN
EASTERN BANCORP, INC. STOCK OPTION PLAN
VERMONT FEDERAL BANK, FSB STOCK OPTION PLAN
WEST MASS BANKSHARES, INC. STOCK OPTION PLAN
(Full Title of the Plan)
_______________________
Paul A. Perrault
Chairman, President and C.E.O.
Chittenden Corporation
Two Burlington Square
Burlington, Vermont 05401
(802) 658-4000
(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
<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 464,456 (2) $28.84375(6) $14,515,012 $4,036(7)
$1.00 per share 31,073 (3)
6,630 (4)
1,070 (5)
========================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required in the event of a
stock dividend, stock split, split-up, recapitalization or other similar
event.
(2) This Registration Statement relates to 464,456 shares of Chittenden
Corporation's ("Chittenden's") common stock that may be issued upon the
exercise of options issued under the Vermont Financial Services Corp.
Amended and Restated 1994 Stock Option Plan, which was assumed by Chittenden
upon consummation of the merger of Vermont Financial Services Corp. with and
into Chittenden, with Chittenden as the surviving corporation, on May 28,
1999.
(3) This Registration Statement relates to 31,073 shares of Chittenden's common
stock that may be issued upon the exercise of options issued under the
Eastern Bancorp, Inc. Stock Option Plan, which was assumed by Chittenden
upon consummation of the merger of Vermont Financial Services Corp. with and
into Chittenden, with Chittenden as the surviving corporation, on May 28,
1999.
(4) This Registration Statement relates to 6,630 shares of Chittenden's common
stock that may be issued upon the exercise of options issued under the
Vermont Federal Bank, FSB Stock Option Plan, which was assumed by Chittenden
upon consummation of the merger of Vermont Financial Services Corp. with and
into Chittenden, with Chittenden as the surviving corporation, on May 28,
1999.
(5) This Registration Statement relates to 1,070 shares of Chittenden's common
stock that may be issued upon the exercise of options issued under the West
Mass Bankshares, Inc. Stock Option Plan, which was assumed by Chittenden
upon consummation of the merger of Vermont Financial Services Corp. with and
into Chittenden, with Chittenden as the surviving corporation, on May 28,
1999.
(6) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the common stock of Chittenden on June 15,
1999, pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, and is made solely for the purposes of determining the registration
fee.
(7) In connection with the filing of its Registration Statement on Form S-4
(File No. 333-75769), Chittenden paid a registration fee on an aggregate of
15,496,225 shares of common stock, calculated in accordance with Rule
457(f)(1), including 503,229 shares of Chittenden=s common stock issuable
upon exercise of the options under the Vermont Financial Services Corp.
Amended and Restated 1994 Stock Option Plan, Vermont Federal Bank, FSB Stock
Option Plan, Eastern Bancorp, Inc. Stock Option Plan and West Mass
Bankshares, Inc. Stock Option Plan. Accordingly, pursuant to Rule 457(b),
Chittenden is applying $4,036, the portion of the fee paid under the
Form S-4 Registration Statement for the common stock issuable upon
exercise of such options, against the fee payable for the securities
registered hereunder.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Chittenden Corporation ("Chittenden") hereby incorporates by reference the
following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The annual report filed on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 24, 1999,
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed with the Commission on May 14, 1999, pursuant to the
Exchange Act;
(c) The Current Report on Form 8-K/A filed on January 9, 1999, the Current
Report on Form 8-K filed on May 6, 1999, and the Current Report on
Form 8-K filed on June 11, 1999, all of which were filed with the
Commission pursuant to the Exchange Act; and
(d) The description of Chittenden's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
January 9, 1998, under Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by Chittenden 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 Chittenden by
F. Sheldon Prentice, Esq., Senior Vice President, General Counsel and Secretary
of Chittenden.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Vermont Business Corporation Act ("VBCA") permits a corporation to
indemnify a director against judgements, penalties, fines, settlements and
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 that capacity
if: (1) the director conducted himself or herself in good faith, (2) the
director reasonably believed that his or her conduct, in an
<PAGE>
official capacity with the corporation, was in the best interests of the
corporation and, in all other cases, the conduct was at least not opposed to its
best interests, and (3) in a proceeding brought by a governmental entity, the
director had no reasonable cause to believe his or her conduct was unlawful, and
the director is not finally found to have engaged in a reckless or intentional
unlawful act. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendre is not, of itself, determinative
that the director did not meet the standard of conduct necessary for
indemnification. Notwithstanding the foregoing, a corporation may not indemnify
a director if the director was adjudged liable: (a) to the corporation in a
proceeding by or in the right of a corporation, or (b) on the basis that a
personal benefit was improperly received by the director in a proceeding
charging improper personal benefit to the director. In addition, the VBCA
provides that, unless limited in a corporation's charter, a corporation shall
indemnify its directors and officers who are wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the directors or officers
are parties by reason of their service in those capacities against reasonable
expenses incurred in connection with the proceeding. Chittenden's charter does
not limit such statutory right to indemnification.
As permitted by the VBCA, Chittenden's bylaws provide that Chittenden shall
indemnify its directors and officers to the fullest extent provided by the
general laws of the State of Vermont, including the advancement of expenses
under the procedures provided by such laws. In addition, Chittenden's bylaws
contain the procedures pursuant to which such indemnification is effectuated.
The VBCA permits the charter of a Vermont corporation to include a
provision eliminating or limiting the liability of a director to the corporation
or its stockholders for money damages for any action taken, or any failure to
take any action, solely as a director, based on a failure to discharge his or
her duties, except for (i) the amount of a financial benefit received by a
director to which the director is not entitled; (ii) an intentional or reckless
infliction of harm on the corporation or the stockholders; (iii) voting for or
assenting to an unlawful distribution or (iv) an intentional or reckless
criminal act. Chittenden's charter provides for the elimination of such
liability to the full extent provided by Vermont law.
As permitted by the VBCA, Chittenden maintains directors and officers
liability insurance in amounts and on terms which the Chittenden Board of
Directors deems reasonable. In the ordinary course of business, the Chittenden
Board of Directors regularly reviews the scope and adequacy of such insurance
coverage.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
- -------
5.1 Opinion of F. Sheldon Prentice, as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KMPG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Counsel, F. Sheldon Prentice (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page hereto).
99.1 Vermont Financial Services Corp. Amended and Restated 1994 Stock
Option Plan. (Incorporated by reference to an attachment to the Proxy
Statement filed by Vermont Financial Services Corp.
2
<PAGE>
on April 22, 1998).
99.2 Eastern Bancorp, Inc. Stock Option Plan. (Incorporated by reference to
Exhibit 4.1 of the Registration Statement filed by Vermont Financial
Services Corp. on Form S-8 (File No. 333-30251) on June 27, 1997).
99.3 Vermont Federal Bank, FSB Stock Option Plan. (Incorporated by
reference to Exhibit 4.1 of the Registration Statement filed by
Vermont Financial Services Corp. on Form S-8 (File No. 333-30251) on
June 27, 1997).
99.4 West Mass Bankshares, Inc. Stock Option Plan. (Incorporated by
reference to Exhibit 4.1.(d) of the Registration Statement filed by
Vermont Financial Services Corp. on Form S-8 (File No. 33-58259) on
March 24, 1995).
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 Chittenden 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 Chittenden's
annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Chittenden pursuant to the foregoing provisions, or otherwise,
3
<PAGE>
Chittenden 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 Chittenden
of expenses incurred or paid by a director, officer or controlling person of
Chittenden 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, Chittenden 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chittenden
Corporation 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 (the "Registration Statement") to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Burlington,
Vermont, on this 19th day of May 1999.
Chittenden Corporation
By: /s/ Paul A. Perrault
------------------------------------
Paul A. Perrault
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each individual whose signature appears
below hereby severally constitutes and appoints Paul A. Perrault and F. Sheldon
Prentice, and each of them singly, such person's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign this Registration Statement and any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
substitute or substitutes of any of them may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Paul A. Perrault Chairman of the Board, President May 19, 1999
- ---------------------------
Paul A. Perrault and Chief Executive Officer
(Principal Executive Officer)
/s/ Frederic H. Bertrand Director May 19, 1999
- ---------------------------
Frederic H. Bertrand
/s/ David M. Boardman Director May 19, 1999
- ---------------------------
David M. Boardman
/s/ Paul J. Carrara Director May 19, 1999
- ---------------------------
Paul J. Carrara
/s/ Sally W. Crawford Director May 19, 1999
- ---------------------------
Sally W. Crawford
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Richard D. Driscoll Director May 19, 1999
- ---------------------------
Richard D. Driscoll
/s/ Lyn Hutton Director May 19, 1999
- ---------------------------
Lyn Hutton
/s/ Philip A. Kolvoord Director May 19, 1999
- ---------------------------
Philip A. Kolvoord
/s/ James C. Pizzagalli Director May 19, 1999
- ---------------------------
James C. Pizzagalli
/s/ Pall D. Spera Director May 19, 1999
- ---------------------------
Pall D. Spera
/s/ Martel D. Wilson, Jr. Director May 19, 1999
- ---------------------------
Martel D. Wilson, Jr.
/s/ Kirk W. Walters Executive Vice President and May 19, 1999
- ---------------------------
Kirk W. Walters Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
5.1 Opinion of F. Sheldon Prentice, as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KMPG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Counsel, F. Sheldon Prentice (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page hereto).
99.1 Vermont Financial Services Corp. Amended and Restated 1994 Stock
Option Plan. (Incorporated by reference to an attachment to the
Proxy Statement filed by Vermont Financial Services Corp. on
April 22, 1998).
99.2 Eastern Bancorp, Inc. Stock Option Plan. (Incorporated by
reference to Exhibit 4.1 of the Registration Statement filed by
Vermont Financial Services Corp. on Form S-8 (File No. 333-30251)
on June 27, 1997).
99.3 Vermont Federal Bank, FSB Stock Option Plan. (Incorporated by
reference to Exhibit 4.1 of the Registration Statement filed by
Vermont Financial Services Corp. on Form S-8 (File No. 333-30251)
on June 27, 1997).
99.4 West Mass Bankshares, Inc. Stock Option Plan. (Incorporated by
reference to Exhibit 4.1.(d) of the Registration Statement filed
by Vermont Financial Services Corp. on Form S-8 (File No. 33-
58259) on March 24, 1995).
7
<PAGE>
EXHIBIT 5.1
CHITTENDEN CORPORATION
June 18, 1999
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 503,229 shares of the Common Stock, $1.00 par
value per share, of the Company (the "Shares") to be issued pursuant to the
Vermont Financial Services Corp. Amended and Restated 1994 Stock Option Plan,
the West Mass Bankshares, Inc. Stock Option Plan, the Eastern Bancorp. Stock
Option Plan and the Vermont Federal Bank, FSB Stock Option Plan (the "Plans").
In that capacity, I have reviewed the amended and restated articles of
incorporation 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, delivery and receipt of full consideration
therefor 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, Esq.
F. Sheldon Prentice, Esq.
Senior Vice President, General Counsel and Secretary
8
<PAGE>
EXHIBIT 23.1
Arthur Andersen LLP
Consent Of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated January 15,
1999 included in Chittenden Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
June 17, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Chittenden Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of Chittenden Corporation of our report dated January 22, 1999, with
respect to the consolidated balance sheets of Vermont Financial Services Corp.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in stockholders' equity, comprehensive income and
cash flows for the years then ended, which report is incorporated by reference
in the Form 8-K of Chittenden Corporation dated June 11, 1999.
/s/ KPMG LLP
Hartford Connecticut
June 17, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Chittenden Corporation on Form S-8 (File No. 333- ) of our report, dated January
21, 1997, on our audit of the consolidated financial statements of Vermont
Financial Services Corp. for the year ended December 31, 1996, which report is
included in its 1998 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
June 21, 1999
