As filed with the Securities and Exchange Commission on June 12, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERMONT FINANCIAL SERVICES CORP.
(Exact name of Registrant as Specified in Its Charter)
Delaware 03-0284445
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Main Street
Brattleboro, Vermont 05301
(Address of Principal Executive Offices)
Vermont Financial Services Corp. 1994 Stock Option Plan
(as amended and restated as of August 13, 1997)
(Full Title of the Plan)
JOHN D. HASHAGEN, JR.
President and Chief Executive Officer
Vermont Financial Services Corp.
100 Main Street
Brattleboro, Vermont 05301
(Name and Address of Agent For Service)
(802) 257-7151
(Telephone number, including area code, of agent for service)
Copy to:
STEPHEN J. COUKOS, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 660,000 (1) $26.865 (2) $17,730,900 (2) $5,230.62
<FN>
(1) Represents the additional number of shares of Common Stock authorized under the 1994 Stock Option Plan, as amended and restated.
A total number of 450,000 additional shares (taking into account the Company's 1:1 stock dividend paid in October 1997) authorized
under the 1994 Stock Option Plan were previously registered pursuant to Form S-8 Registration Statement No. 33-58259. See also
"Explanatory Note" below. Also includes an indeterminate number of securities which may be issuable by reason of a reorganization,
recapitalization, exchange of shares, stock split, combination of shares or dividend payable in shares of Common Stock or other
securities, as provided under the 1994 Stock Option Plan, as amended and restated.
(2) Pursuant to Rule 457(h) the offering price is calculated based upon the average of the bid and asked prices of the Common Stock
as reported on the National Association of Securities Dealers Automated Quotation, National Market System on June 11, 1998.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8. A Form S-8 Registration Statement, No. 33-58259, was previously filed
on March 24, 1995 to register a total of 646,604 shares of the common stock, par
value $1.00 per share (the "Common Stock"), of Vermont Financial Services Corp.
(the "Company"), of which 450,000 shares were authorized for issuance pursuant
to options granted or to be granted under the Company's 1994 Stock Option Plan
(the "Plan"). These share totals, as well as the other references to share
totals contained elsewhere in this Registration Statement, including the
Prospectus which forms a part of this Registration Statement, reflect the
Company's 1:1 stock dividend paid in October 1997. On August 13, 1997, the
Company's Board of Directors approved the amendment and restatement of the Plan
(the "Amended Plan"), which, among other changes to the Plan, increased the
total number of shares of Common Stock previously authorized under the Plan by
660,000 shares. The Amended Plan was approved by the Company's stockholders on
June 11, 1998. A total of 1,110,000 shares of Common Stock are authorized for
issuance pursuant to options that may be granted under the Amended Plan, which
includes all options previously granted under the Plan.
This Registration Statement, in accordance with General Instruction E of
Form S-8, incorporates by reference the contents of the prior Form S-8
Registration Statement, No. 33-58259, referenced above. This Registration
Statement also contains a Prospectus, prepared in accordance with the
requirements of Part I of Form S-3 (in accordance with Section C of the General
Instructions to Form S-8), which covers re-offers and re-sales by the Selling
Shareholders listed in the Prospectus of shares of the Common Stock that have
been or may be issued to certain directors and/or executive officers pursuant to
their exercise of options granted under the Amended Plan, including options
previously granted under the Plan.
<PAGE>
Prospectus
523,272 Shares
-------------------------
VERMONT FINANCIAL SERVICES CORP.
-------------------------
COMMON STOCK
(Par Value $1.00 Per Share)
-------------------------
This Prospectus is being used in connection with the offering, from time to
time, by certain shareholders (the "Selling Shareholders") of Vermont Financial
Services Corp. (the "Company"), of up to 523,272 shares (the "Shares") of common
stock, par value $1.00 per share (the "Common Stock"), of the Company, which
have been or may be acquired pursuant to the exercise of options (the "Options")
granted to certain directors and executives of the Company under the Vermont
Financial Services Corp. 1994 Stock Option Plan, as amended and restated as of
August 13, 1997 (the "Option Plan"), which includes Options granted under the
Company's 1994 Stock Option Plan prior to such amendment and restatement
thereof. The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the National Association of Securities Dealers Automated Quotation,
National Market System ("NMS") at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
All discounts, commissions or fees incurred in connection with the sale of the
Shares offered hereby will be paid by the Selling Shareholders or by the
purchasers of the Shares, except that the expenses of preparing and filing this
Prospectus and the related Registration Statement with the Securities and
Exchange Commission (the "Commission"), and of registering or qualifying the
Shares will be paid by the Company.
The Selling Shareholders and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event any discounts, concessions, or commissions received by such broker
may be deemed to be underwriting commissions under the Securities Act.
The Common Stock is listed on the NMS. On June 11, 1998, the closing price
of the Common Stock on the NMS was $26.865 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE COMMISSION, CORPORATION, OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS
OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY, AND INVOLVE INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is June 12, 1998.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information herein is correct as of any time subsequent to
the date hereof.
TABLE OF CONTENTS
Section Page
Available Information .................................................... 3
Incorporation of Certain Documents by Reference .......................... 3
The Company .............................................................. 4
Selling Shareholders ..................................................... 4
Plan of Distribution ..................................................... 6
Indemnification .......................................................... 6
Experts .................................................................. 7
Legal Matters ............................................................ 7
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices: the Northeast Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048, and the Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained by written request from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company files electronically with the Commission.
The Commisssion maintains a World Wide Web site (located at http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
A registration statement on Form S-8, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Commission, Washington, D.C., under the
Securities Act, with respect to the Shares offered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements in this Prospectus as to the contents
of exhibits are not necessarily complete, and each statement is qualified in all
respects by reference to the copies of documents filed or incorporated by
reference as exhibits to the Registration Statement or otherwise filed with the
Commission. See also "Incorporation of Certain Documents by Reference."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed with the Commission by the
Company are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K, as amended on Form 10-K/A,
for the year ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(c) The description of the Common Stock contained in the Company's
Prospectus dated April 18, 1997 and filed with the Commission pursuant
to Rule 424(b) (File No. 333-21023).
All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein which is deemed to be modified or superseded,
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written requests for such documents should be directed to
Vermont Financial Services Corp., 100 Main Street, Brattleboro, Vermont 05301,
Attention: Treasurer. Telephone requests may be directed to (802) 257-7151.
3
<PAGE>
THE COMPANY
General
Vermont Financial Services Corp., a Delaware corporation, was organized in
1990 and became the successor of VFSC Vermont on April 17, 1990 pursuant to a
merger of VFSC Vermont into the Company. The merger was carried out for the
purpose of changing the Company's state of incorporation from Vermont to
Delaware. The Company is a bank holding company and has two wholly-owned
subsidiaries, Vermont National Bank, a national banking association ("VNB"), and
United Bank ("UB" and together with VNB, the "Banks"), a Massachusetts chartered
stock savings bank. VNB conducts business through 42 branch offices located in 9
of Vermont's 14 counties, including the cities of Brattleboro, Burlington,
Rutland and Montpelier, and 16 offices located in four of New Hampshire's 10
counties situated in the southeastern part of the state. UB conducts business
through seven branch offices in Western Massachusetts. The principal offices of
the Company (and VNB) are located at 100 Main Street, Brattleboro, Vermont
05301. The Company's telephone number is (802) 257-7151. VNB engages in
commercial and retail banking and in the trust business, including the taking of
deposits, the making of secured and unsecured loans, the financing of commercial
transactions, and the performance of corporate, pension and personal trust
services. UB is engaged in the business of attracting deposits from the general
public and originating residential mortgage loans. UB also makes mortgage loans
on commercial real estate and originates consumer loans.
The Company, VNB and UB are subject to federal, state and local laws
applicable to banks and bank holding companies and to the regulations of the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency (in the case of VNB) and the
Massachusetts Commissioner of Banks (in the case of UB).
Property
Of the 65 full service branch offices operated by the Banks, 37 are owned,
21 are leased directly from independent third parties as lessors and seven
buildings are owned but situated on leased land.
Competition
The Banks compete on the local and the regional levels with other
commercial banks and financial institutions for all types of deposits, loans and
trust accounts. Current principal competitors include metropolitan banks and
financial institutions based in southern New England and New York City, many of
which have greater financial resources. The continuing consolidation of the
banking industry, together with changes in interstate banking and branching
laws, increases the likelihood that the Banks will face increasing competition
from national as well as regional competitors.
In the retail market for financial services, competitors include other
banks, credit unions, finance companies, thrift institutions and, increasingly,
brokerage firms, insurance companies, and mortgage loan companies.
In the personal and commercial trust business, competitors include mutual
funds, insurance companies and investment advisory firms.
Employees
As of December 31, 1997, the Company and its subsidiaries employed
approximately 1,040 persons (full-time equivalent).
SELLING SHAREHOLDERS
The following table sets forth: (i) the name of each Selling Shareholder,
(ii) his or her position(s) with the Company and its predecessor or affiliates,
over the last three years, (iii) the number of shares of Common Stock owned (or
subject to option) by each Selling Shareholder as of the date of this
Prospectus, (iv) the number of shares of Common Stock which, as of the date of
this Prospectus, may be offered for the account of each Selling Shareholder by
this Prospectus and (v) the amount of the class to be owned by each Selling
Shareholder if such Selling Shareholder were to sell all of the shares of Common
Stock covered by this Prospectus. There can be no assurance that any of the
Selling Shareholders will offer for sale or sell any or all of the Shares
offered by them pursuant to this Prospectus.
4
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Shares Owned Number of Following
Prior to This Shares to be Completion of
Name Position with Company Offering* Offered Offering *
- ---------------------- -------------------------------------------------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
John D. Hashagen, Jr. President and Chief Executive Officer and Director of 180,796(1.36%) 147,600(1.11%) 33,196**
Company and VNB
Richard O. Madden Executive Vice President, Chief Financial Officer, 56,812** 50,200** 6,612**
Treasurer and Secretary of the Company; Executive
Vice President and Chief Financial Officer of VNB
Louis J. Dunham Executive Vice President of the Company; Executive 68,993** 58,200** 10,793**
Vice presient and Senior Credit Officer of VNB
Robert G. Soucy Executive Vice President of the Company and VNB 89,517** 69,000** 20,517**
W. Bruce Fenn Executive Vice President of the Company and VNB 41,322** 27,200** 14,122**
Anthony F. Abatiell Director of the Company and VNB 127,748** 10,000** 117,748**
Zane V. Akins Director of the Company and VNB 7,843** 4,000** 3,843**
Charles A. Cairns Director of the Company and VNB 18,948** 10,000** 8,948**
William P. Cody Director of the Company and VNB 7,885** 6,000** 1,885**
Allyn W. Coombs Director of the Company and VNB 30,380** 8,000** 22,380**
Philip M. Drumheller Director of the Company and VNB 8,500** 6,000** 2,500**
John K. Dwight Director of the Company and VNB 26,058** 14,648** 11,410**
Francis L. Lemay Director of the Company and VNB; Chairman of UB 212,966(1.60%) 57,000** 155,966(1.17%)
Stephan A. Morse Director of the Company and VNB 22,696** 10,000** 12,696**
Roger M. Pike Director of the Company and VNB 22,588** 10,000** 12,588**
Ernest R. Pomerleau Director of the Company and VNB 23,428** 14,648** 8,780**
Mark W. Richards Director of the Company and VNB 66,017** 10,000** 56,017**
James M. Sutton Director of the Company and VNB 384,802(2.90%) 10,776** 374,026(2.82%)
- ---------
<FN>
* = For purposes of this table, the number of shares owned prior to this registration includes all shares which would be
owned if all options granted under the Option Plan or any other plan of the Company were exercised.
** = Less than one percent.
</FN>
</TABLE>
5
<PAGE>
PLAN OF DISTRIBUTION
The sales of the Shares by the Selling Shareholders may be effected, from
time to time, on the NMS or on any stock exchange on which the Shares may be
listed at the time of sale, in negotiated transactions, or through a combination
of such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Shareholders and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit realized on the resale of Shares as principals
might be deemed to be underwriting compensation under the Securities Act.
Any broker-dealer acquiring Shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the NMS, at prices related to such
prevailing market prices, at negotiated prices, or at prices reflecting the
application of a combination of such methods.
The Company has advised the Selling Shareholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Shareholders
with copies of these rules, and has informed the Selling Shareholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Shares. The Selling Shareholders may indemnify any broker-
dealer that participates in transactions involving sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such broker-
dealers, and, if any such broker-dealer purchases shares as a principal, any
profits received on the resale of such Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such Shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s), did not
conduct any investigation to verify the information set out in this Prospectus.
Any Shares which qualify for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell all or
even any of the Shares which may be offered by them or any of them hereunder.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to
indemnity.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC
6
<PAGE>
such indemnification, in the event of any such actual liability under the
Securities Act, is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Article Nine of the Company's Certificate of Incorporation states that no
director of the Company shall be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liability is not permitted under the DGCL as in
effect when such breach occurred.
EXPERTS
The financial statements of the Company as of December 31, 1997 and for the
year then ended have been incorporated by reference in the Registration
Statement and this Prospectus in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference in the
Registration Statement and this Prospectus, and upon the authority of said firm
as experts in accounting and auditing.
The consolidated balance sheet of the Company as of December 31, 1996 and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for each of the two years in the period ended December 31,
1996 included in the Company's 1997 Annual Report on Form 10-K, as amended,
incorporated by reference in the Registration Statement and this Prospectus,
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountant, given on the authority of that firm as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Sullivan & Worcester LLP, Boston, Massachusetts.
7
<PAGE>
EXHIBITS
The following exhibits are furnished in connection with this Registration
Statement:
5 Opinion of Sullivan & Worcester LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Sullivan & Worcester LLP (contained in Exhibit 5)
24 Power of Attorney (included on signature pages)
II-1
<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 Brattleboro, State of Vermont, on the 12th day of
June, 1998.
VERMONT FINANCIAL SERVICES CORP.
By: /s/ John D. Hashagen, Jr.
John D. Hashagen, Jr.
President and Chief Executive Officer
The undersigned Officers and Directors of Vermont Financial Services Corp.
hereby severally constitute John D. Hashagen, Jr. and Richard O. Madden, and
each of them, acting singly, our true and lawful attorneys to sign for us and in
our names in the capacities indicated below the Company's Registration Statement
on Form S-8 and any and all amendments and supplements thereto, filed with the
Securities and Exchange Commission, granting unto each of said attorneys, acting
singly, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming our signatures to said registration statement signed by our said
attorneys and all else that said attorneys may lawfully do and cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
Signatures Capacity Date
---------- -------- ----
/s/ John D. Hashagen, Jr. President, Chief Executive June 12, 1998
John D. Hashagen, Jr. Officer and Director
/s/ Richard O. Madden Executive Vice President, June 12, 1998
Richard O. Madden Treasurer and Chief Financial
Officer (principal accounting
officer)
/s/ Anthony F. Abatiell Director June 12, 1998
Anthony F. Abatiell
/s/ Zane V. Akins Director June 12, 1998
Zane V. Akins
Director June 12, 1998
Charles A. Cairns
II-2
<PAGE>
/s/ William P. Cody Director June 12, 1998
William P. Cody
/s/ Allyn W. Coombs Director June 12, 1998
Allyn W. Coombs
/s/ Philip M Drumheller Director June 12, 1998
Philip M. Drumheller
/s/ John K. Dwight Director June 12, 1998
John K. Dwight
/s/ Francis L. Lemay Director June 12, 1998
Francis L. Lemay
/s/ Stephan A. Morse Director June 12, 1998
Stephan A. Morse
/s/ Roger M. Pike Director June 12, 1998
Roger M. Pike
/s/ Ernest R. Pomerleau Director June 12, 1998
Ernest R. Pomerleau
/s/ Mark W. Richards Director June 12, 1998
Mark W. Richards
/s/ James M. Sutton Director June 12, 1998
James M. Sutton
II-3
EXHBIIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
June 12, 1998
Vermont Financial Services Corp.
100 Main Street
Brattleboro, Vermont 05301
Re: Registration Statement on Form S-8 of 660,000 shares of Common
Stock, par value $1.00 per share
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by Vermont Financial Services Corp., a Delaware
corporation (the "Company"), of 660,000 shares (the "Registered Shares") of its
Common Stock, par value $1.00 per share ("Common Stock"), all of which
Registered Shares are to be offered by the Company, the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to the Company's registration statement on Form S-8
(the "Registration Statement") under the Act. The Registered Shares are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Act in
connection with options granted under the Company's 1994 Stock Option Plan, as
amended and restated as of August 13, 1997 (the "Plan").
We assume that the number and issuance of options to be granted from
time to time pursuant to the Plan have been or will be authorized by proper
action of the Company's Board of Directors or the proper committee thereof and
that the number, issuance and sale of the Registered Shares to be offered from
time to time pursuant to the exercise of such options will be determined in
accordance with the parameters described in the Plan, in accordance with the
Company's Certificate of Incorporation, as amended (the "Certificate"), and
applicable Delaware law. We further assume that prior to the issuance of any
Registered Shares, there will exist, under the Certificate, the requisite number
of authorized shares of Common Stock for such issuance which are unissued and
are not otherwise reserved for issuance.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Certificate as presently in effect, corporate records, certificates and
statements of officers and accountants of the Company and of public officials,
and such other documents as we have considered necessary in order to furnish the
opinion hereinafter set forth.
<PAGE>
Vermont Financial Services Corp.
June 12, 1998
Page 2
This opinion is limited to the General Corporation Law of the State of
Delaware and we express no opinion with respect to the law of any other
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, upon
the issuance by the Company of Registered Shares pursuant to the exercise of
options granted under the Plan and upon delivery of certificates representing
such Registered Shares in the manner contemplated by the Plan and the
authorization relating thereto by the Company's Board of Directors or the proper
committee thereof, the Registered Shares represented by such certificates will
be duly authorized, validly issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Vermont Financial Services Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Vermont Financial Services Corp. filed with the Securities and
Exchange Commission on the date hereof, of our report dated April 3, 1998,
relating to the consolidated balance sheet of Vermont Financial Services Corp.
as of December 31, 1997, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the year then ended, which
report appears in the December 31, 1997 annual report on Form 10-K, as amended
by Form 10-K/A, of Vermont Financial Service Corp and to the reference to our
firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 12, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the registration statement of
Vermont Financial Services Corp. on Form S-8 dated June 12, 1998 of our report,
dated January 21, 1997, on our audits of the consolidated financial statements
of Vermont Financial Services Corp. and subsidiaries as of December 31, 1996 and
1995 and for each of the two years in the period ended December 31, 1996, which
report is included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997. We also consent to the reference to our firm under the
caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
June 12, 1998
