Registration No. 33-24872
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WESTPORT BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-1094350
(I.R.S. Employer Identification No.)
87 Post Road East, Westport, Connecticut 06880
(203) 222-6911
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal
Executive Offices)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Michael H. Flynn
President and Chief Executive Officer
Westport Bancorp, Inc.
87 Post Road East
Westport, Connecticut, 06880
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed offering: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ X ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [__]
<PAGE>
P R O S P E C T U S
WESTPORT BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan described herein (the
"Plan") offers our shareholders the opportunity to purchase additional shares
of Common Stock, $.01 par value ("Common Stock"), of Westport Bancorp, Inc.
("Bancorp"), without payment of brokerage commissions, fees or service
charges.
Under the Plan, shareholders have the option of investing additional cash
payments toward the purchase of Common Stock. Shares of Common Stock
purchased from Bancorp with automatically reinvested dividends and/or
optional cash payments will be purchased at a 5% discount from market value
(see "Description of Dividend Reinvestment and Stock Purchase Plan -
Purchases"). Shares of Common Stock which are purchased in the open market
or in negotiated transactions will not be purchased at a discount. Dividends
will be reinvested on a quarterly basis, as paid. Optional cash payments may
be made quarterly but may not be less than $25 per payment nor total more
than $3,000 per calendar quarter. Shares will be purchased with optional
cash payments on a quarterly basis. On July 31, 1995, the closing sales
price of the Common Stock was $5.25 per share as reported by the NASDAQ Stock
Market.
This Prospectus relates to 200,000 authorized and unissued shares of
Bancorp's Common Stock registered for sale under the Plan. It is recommended
that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 9, 1995.
<PAGE>
AVAILABLE INFORMATION
Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at certain of its regional offices, the current addresses of
which are Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such materials can be obtained from the public
reference section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Bancorp with the Commission are incorporated
into this Prospectus by reference:
1. Bancorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
2. Bancorp's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
3. The description of the Common Stock contained in Bancorp's
registration statement on Form 8-A filed under the 1934 Act.
All documents subsequently filed by Bancorp with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Bancorp will provide 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 any such person, a copy of any or all of the foregoing
documents incorporated by reference herein, other than exhibits to such
documents. Written requests should be addressed to: Westport Bancorp, Inc.,
87 Post Road East, Westport, Connecticut 06880, Attention: Secretary.
Telephone requests may be directed to (203) 222-6911.
<PAGE>
WESTPORT BANCORP, INC.
Westport Bancorp, Inc. ("Bancorp" or the "Company"), a Delaware
corporation, is the issuer of the Common Stock. The executive office of the
Company is located at 87 Post Road East, Westport, Connecticut 06880 and its
telephone number is (203) 222-6911.
DESCRIPTION OF
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following in question and answer form are the provisions of the Plan.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Common Stock
with a simple and convenient method of investing cash dividends and optional
cash payments in additional shares of Common Stock at a 5% discount from
market value, if shares are purchased directly from Bancorp, in any case
without payment of any brokerage commission, service charge or other expense.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
o Reinvest dividends in shares of Common Stock without any charges for
brokerage commissions or fees.
o Invest additional cash, up to specified limits, in Common Stock
without any charges for brokerage commission or fees.
o Invest dividends and/or additional cash for certain purchases of
Common Stock at a 5% discount from the market price of Common Stock
(see Question 11).
o Enjoy full investment of funds because fractions of shares, as well as
whole shares, will be credited to the participant's account.
The Plan permits full investment by participants of dividends on their
Common Stock and optional cash payments since participants are not required
to pay any commission or service charge in connection with purchases of
Common Stock under the Plan, and the Plan permits fractions of shares, as
well as full shares, to be credited to participant's accounts. Additionally,
dividends with respect to such fractional shares, as well as full shares, are
credited to participants' accounts and reinvested in additional shares or
fractions of shares. Regular statements of each participant's account
provide participants with a record of each transaction.
<PAGE>
ADMINISTRATION
3. Who administers the Plan for participants?
Fleet National Bank, or such other bank or trust company as Bancorp may
from time to time designate as agent for the participating shareholder (the
"Plan Administrator"), will administer the Plan for participants, keeping
records, sending statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the Plan
are registered in the name of the Plan Administrator or one of its nominees
as agent for participants in the Plan.
In the event Bancorp advises the Plan Administrator, prior to a dividend
payment date, that it does not wish to sell shares of Common Stock to the
Plan, the Plan Administrator will act as agent to make purchases on the open
market or in negotiated transactions on terms as to price, delivery and
otherwise as it shall determine.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Stock are eligible to participate in the
Plan. Beneficial owners of such stock whose shares are held for them in
registered names other than their own, such as in the name of brokers, bank
nominees or trustees, should, if they wish such shares to participate in the
Plan, either arrange for the holder of record to join the Plan or have the
shares transferred into a separate account which may participate.
5. How does an eligible shareholder participate?
An eligible shareholder may join the Plan by signing the Authorization Card
and returning it to the Plan Administrator. An Authorization Card is
enclosed with this Prospectus and additional forms may be obtained at any
time by written request to the Plan Administrator, Fleet National Bank,
Shareholder Services, RI/OP/0317, P.O. Box 366, Providence, Rhode Island
02901-9972.
6. When may an eligible shareholder join the Plan and when will participation
commence?
An eligible shareholder may join the Plan at any time.
Reinvestment of dividends commences, for any shareholder electing such
option, with the first dividend paid on his shares of Common Stock after such
shareholder joins the Plan, provided that his Authorization Card is received
by the Plan Administrator at least five business days before the record date
for such dividend. If a participant also elects to invest optional cash
payments, his initial payment will be invested as promptly as practicable on
or after the first dividend payment date for the Common Stock, provided the
participant's payment and his Authorization Card are received at least one
day prior to such dividend payment date and the payment is received within
the time periods specified in Question 12.
7. What does the Authorization Card provide?
The Authorization Card directs Bancorp to pay to the Plan Administrator for
the account of the participating shareholder of record all dividends on the
shares registered in such shareholder's name as well as on the shares
<PAGE>
credited to his account under the Plan. It also appoints the Plan
Administrator as agent for the shareholder and directs such agent to apply
such dividends, and any optional cash investments the shareholder may make,
to the purchase of shares of Common Stock in accordance with the terms and
conditions of the Plan.
COSTS
8. Are there any expenses to participants in connection with purchases under
the Plan?
No. Participants will incur no brokerage commissions or service charges
for Purchases made under the Plan. All costs of administration of the Plan
will be paid by Bancorp.
PURCHASES
9. When and how are purchases made?
When shares of Common Stock are purchased from Bancorp, purchases for the
account of holders of record of Common Stock are made on the dividend payment
dates for the Common Stock. Shares purchased in the over-the-counter market
or in negotiated transactions are made as promptly as practicable on or after
the applicable dividend payment date. (See Question 11.)
10. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased for a participant's account depends on
the amount of the dividend and optional cash payments made by him, if any,
and the price at which the Common Stock is purchased. (See Question 11.)
Each participant's account under the Plan will be credited with the number of
shares, including fractions computed to at least three decimal places, equal
to the total amount invested by such participant, divided by the purchase
price per share.
11. At what price will shares of Common Stock be purchased under the Plan?
In the case of stock purchased from Bancorp, the price at which shares of
Common Stock will be purchased will be 95% of the average of the high and low
sales prices of the Common Stock, as reported by the NASDAQ Stock Market, for
the immediately preceding five days in which trades of the Common Stock took
place prior to the dividend payment date.
If Bancorp does not elect to sell shares of Common Stock to the Plan on a
dividend payment date, the Plan Administrator shall purchase shares of Common
Stock, as promptly as practicable on or after the applicable dividend payment
date, in the over-the-counter market or in negotiated transactions, on such
terms as the Plan Administrator may determine. In such event the purchase
price is deemed to be the average price of all shares purchased by it for
participants in the Plan with the proceeds of the cash dividend and/or
optional cash payments being invested as of the particular dividend payment
date, and the 5% discount provision in the preceding paragraph will not
apply.
OPTIONAL CASH PAYMENTS
12. How do optional cash payments work?
If a participant chooses to make optional cash payments in addition to
reinvesting his dividends, he must forward his check or money order payable
<PAGE>
to the Plan Administrator so that it is received by the Plan Administrator
during one of the following periods:
January 1 - January 31; July 1 - July 31;
April 1 - April 30; October 1 - October 31.
Any payments received at any other time will be returned to the participant.
Each payment should be accompanied by an account identification stub provided
by the Plan Administrator. Bancorp applies any optional cash payment received
by the Plan Administrator from the participant to the purchase of shares of
Common Stock for the participant's account. Dividends payable on shares of
Common Stock credited to the account of a participant under the Plan are
reinvested automatically in shares of Common Stock. No interest will be paid
on optional cash payments.
13. What are the limits on optional cash payments?
The option to make cash payments is available at any time within the time
limits described above. The same amount of money need not be sent each
quarter, and there is no obligation to make any optional cash payment in any
quarter. Optional cash payments by a participant must be at least $25, but
cannot exceed a total of $3,000 per calendar quarter.
14. When are optional cash payments invested?
Optional cash payments received by the Plan Administrator during any of the
periods specified in Question 12 are invested on, or as promptly as
practicable after, the dividend payment date immediately following receipt.
REPORTS TO PARTICIPANTS
15. What kind of reports are sent to participants in the Plan?
Each participant in the Plan receives a statement of account as promptly as
practicable after each purchase for the participant's account. These
statements are a participant's continuing record of the dates and cost of
purchases and should be retained for income tax purposes. In addition, each
participant receives all communications sent to shareholders.
DIVIDENDS
16. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. Bancorp pays dividends, as declared, to the record holders of shares
of its stock. As the record holder and as agent for the participants, the
Plan Administrator receives dividends for all shares of Common Stock held in
the Plan. It credits such dividends when paid to participants on the basis
of full and fractional shares held in their accounts and reinvests such
dividends in Common Stock.
CERTIFICATES FOR SHARES
17. Will stock certificates be issued for shares of Common Stock purchased
under the Plan?
Normally, certificates for Common Stock purchased under the Plan are not
issued to participants. The number of shares credited to an account under
the Plan is shown on the participant's statement of account. However, except
as indicated below, a participant may receive certificates for full shares
<PAGE>
accumulated in his account under the Plan at any time by sending a written
request to the Plan Administrator. Whether or not certificates are issued to
the participant, future dividends on these shares are treated in accordance
with the participant's instruction as indicated on the Authorization Card.
If certificates for less than all of the shares in a participant's account
are issued, any remaining full shares and fractional shares will continue to
be reflected in the participant's account. The participant remains enrolled
in the Plan unless the participant terminates his participation. However,
any participant whose account in the Plan is reduced to zero as a result of
the withdrawal or sale of shares and who is not reinvesting dividends from
any shares owned by him of record is deemed to have withdrawn from the Plan.
Requests for issuance of certificates for shares of Common Stock which are
received by the Plan Administrator during the period commencing five business
days prior to a record date and ending on the ensuing dividend payment date
are not effective until dividends for such record date have been invested and
the shares have been allocated to the account of the respective participant.
A participant's rights under the Plan and shares credited to the account of
a participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must request that certificates for such shares be issued
in his name.
Certificates for fractional shares are not issued under any circumstances.
18. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan are maintained in the names in which the certificates
of participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares are similarly registered when
issued.
WITHDRAWAL FROM THE PLAN
19. When and how may a Participant withdraw from the Plan?
A participant may withdraw from the Plan by giving written notice to the
Plan Administrator that he wishes to withdraw. When a participant withdraws
from the Plan (or upon termination of the Plan by Bancorp) certificates for
whole shares in his account under the Plan are issued and a cash payment is
made for any fraction of a share in such account.
If the request to withdraw is received by the Plan Administrator at least
five business days prior to the record date for a dividend, the withdrawal is
duly processed and such dividend is not reinvested on the next dividend
payment date. Any notice of termination received during the period beginning
five business days prior to a dividend record date and ending on the ensuing
dividend payment date is not effective until dividends for such record date
have been invested and the shares have been allocated to the account of the
respective participant.
20. May a participant terminate the reinvestment of dividends on shares
held in his name and still remain in the Plan?
Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his name may leave in the Plan the shares previously
purchased for his account in the Plan. Dividends paid on the shares left in
the Plan continue to be reinvested automatically for his account.
<PAGE>
OTHER INFORMATION
21. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all the shares of Common Stock registered in
his name, the Plan Administrator, until it is otherwise notified, continues
to reinvest the dividends on the shares of Common Stock in the participant's
account in the Plan.
22. If Bancorp issues rights to purchase securities to the holders of
Common Stock, how will the rights on Plan shares be handled?
In the event that Bancorp makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Plan Administrator will, where permissible, sell such rights
accruing to shares of Common Stock held by the Plan Administrator for
participants and invest the proceeds in additional shares of Common Stock on
the next dividend payment date for the Common Stock. A participant who
wishes to receive directly any such rights may do so by sending to the Plan
Administrator, at least two weeks prior to the rights offering date, a
written request that certificates for shares in his account be sent to him.
23. What happens if Bancorp issues a stock dividend or declares a stock
split?
Any shares representing stock dividends or stock splits distributed by
Bancorp on shares of Common Stock credited to the account of a participant
under the Plan will be added to the participant's account. Shares
representing stock dividends or split shares distributed on shares regis-
tered in the name of the participant will be mailed directly to such
participant in the same manner as to shareholders who are not participating
in the Plan.
24. How are a participant's shares held under the Plan to be voted at
meetings of shareholders?
Full shares of Common Stock credited to the account of a participant under
the Plan are voted in accordance with instructions of the participant given
on an instruction form or proxy furnished to the participant, or, if the
participant desires to vote in person at the meeting, a proxy to vote the
number of full shares credited to his account under the Plan may be obtained
upon written request received by the Plan Administrator at least 15 days
before the meeting.
25. What are the federal income tax consequences of participation in the
Plan?
The following discussion of federal income tax consequences of
participation in the Plan is provided for purposes of general information
only. It is based upon the provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed regulations thereunder,
published rulings and judicial decisions, all as in effect and existing on
the date hereof, and all of which are subject to change at any time.
EACH PARTICIPANT SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE
THE SPECIFIC FEDERAL AND STATE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
The Plan provides for a 5% discount for purchases from Bancorp of
stock from reinvested dividends and optional cash payments made by
<PAGE>
participants. When a shareholder acquires Common Stock at a 5% discount
using reinvested dividends, the shareholder will be treated for tax purposes
as having received the entire fair market value of the purchased shares as a
distribution, not just the amount of the reinvested dividend that the
shareholder would otherwise have received in cash. In effect, the 5%
additional stock value received by the shareholder is treated as though it
were a taxable stock dividend that is paid in addition to the reinvested cash
dividend. The basis of the Common Stock acquired by a participating
shareholder through the dividend reinvestment feature of the Plan will be
equal to the fair market value of the stock on the date of distribution.
In the case of Common Stock purchased at a discount by shareholders
with optional cash payments, the amount of the distribution to participating
shareholders will be the difference between the fair market value on the
investment date of the shares purchased with the optional payment and the
amount of the optional payment. The basis of the Common Stock acquired by a
participating shareholder through the optional payment feature of the Plan is
equal to its fair market value on the investment date.
To the extent distributions by Bancorp to its shareholders are treated
as made from Bancorp's earnings and profits, the distributions will be
dividends taxable as ordinary income. Bancorp will only pay dividends from
earnings and profits such that participating shareholders can expect that the
full amount of any distribution under the Plan will be taxable as a dividend.
Subject to any restrictions made applicable by Section 246 of the
Code, the entire amount of any dividend realized by a corporate participant
will be eligible for the 70% dividends-received deduction available to
corporations under Section 243 of the Code.
In the case of any shareholders, including foreign shareholders whose
taxable income under the Plan is subject to federal income tax withholding,
the Plan Administrator will make reinvestment, and in the case of open market
purchases, Bancorp will be responsible for payment of any service charges or
commissions, net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for such participants will
indicate the amount of tax withheld.
A participant's holding period for shares acquired pursuant to the
Plan will begin on the day following the dividend payment date, in the case
of shares purchased from Bancorp, and on the day after shares are allocated
to participants' accounts, in the case of other purchases.
A participating shareholder will recognize gain or loss pursuant to
Section 1001 of the Code when Common Stock is sold or exchanged by or on
behalf of the participating shareholder. The amount of gain or loss will be
equal to the difference between the amount that the participating shareholder
receives for the shares of Common Stock sold or exchanged and the basis of
those shares.
26. What is the responsibility of Bancorp and the Plan Administrator?
Bancorp and the Plan Administrator in administering the Plan are not liable
for any act done in good faith or for their good faith omission to act,
including, without limitation, any claim of liability arising out of failure
to terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death. Bancorp and the Plan
Administrator are not liable with respect to the prices at which shares are
purchased for the participant's account and the time when such purchases are
made, or with respect to any loss or fluctuation in the market value after
<PAGE>
purchase of shares.
27. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated by Bancorp at
any time without the approval of the participants. Notice of any such
suspension or termination or material amendment or modification will be sent
to all participants who shall in all events have the right to withdraw from
the Plan.
28. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is no
different from investment in directly-held shares in this regard. The
participant bears the risk of loss and realizes the benefits of any gain from
market price changes with respect to all such shares held by him in the Plan
or otherwise.
USE OF PROCEEDS
Bancorp does not know precisely the number of shares of its Common Stock
that it will ultimately sell under the Plan or the prices at which those
shares will be sold. Bancorp intends to use proceeds from the sale of its
Common Stock pursuant to the Plan for general corporate purposes, including
investments in, or extensions of credit to, its subsidiary, The Westport Bank
& Trust Company.
LEGAL OPINION
The validity of the authorization and issuance of Common Stock offered
hereby has been passed upon for Bancorp by Cummings & Lockwood, Ten Stamford
Forum, Stamford, Connecticut 06904.
EXPERTS
The financial statements and financial statement schedules of Bancorp
incorporated by reference in this Prospectus have been examined by Arthur
Andersen LLP, independent public accountants, for the periods indicated in
their report thereon which is included in the Annual Report on Form 10-K for
the three years ended December 31, 1994. The financial statements examined
by Arthur Andersen LLP have been incorporated herein by reference in reliance
upon the reports given on their authority as experts in accounting and
auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Bancorp's directors, officers, employees and agents have certain rights of
indemnification provided under Article FIFTH of Bancorp's Certificate of
Incorporation, Section 145 of the General Corporation Law of the State of
Delaware ("Delaware Corporation Law") and Article VIII of Bancorp's By-laws.
Section 145 of the Delaware Corporation Law provides that a director,
officer, employee or agent of a Delaware corporation who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (a) must be indemnified by the corporation for all
expenses of such litigation which are actually and reasonably incurred when
he is successful on the merits or otherwise in defense of an action; (b) may
be indemnified by the corporation for expenses actually and reasonably
incurred, judgments, fines and amounts paid in settlement of such litigation
(other than a suit by or in the right or the corporation), even if he is not
<PAGE>
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful); and (c) may be indemnified by the
corporation for expenses of a suit by which are actually and reasonably
incurred by or in the right of the corporation, even if he is not successful
on the merits, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
provided, that no such indemnification may be made if such person is found
liable to the corporation unless a court determines, in view of all the
circumstances, that he is fairly and reasonably entitled to indemnification.
Section 145 of the Delaware Corporation Law also empowers a corporation to
advance litigation expenses to a director, officer, employee or agent upon
receipt of an undertaking by such person to repay the amount advanced if it
is ultimately determined that he is not entitled to indemnification.
The Delaware indemnification statute described above also provides that the
indemnification and advancement of expenses provisions of such statute are
not exclusive of any rights an individual may have under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise. In
addition, the corporation retains the power to purchase and maintain
liability insurance covering such persons, whether or not the corporation
would have the power to indemnify him against such liability.
Article VIII of Bancorp's By-laws contain provisions which are
substantially similar to Section 145 of the Delaware Corporation Law
described above, but such provisions make mandatory the permissive
indemnification and advancement of expenses provisions of the statute.
Article FIFTH of Bancorp's Certificate of Incorporation grants the
Corporation the power to indemnify its directors, officers, employees and
agents to the full extent permitted by the General Corporation Law of the
State of Delaware.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling
Bancorp pursuant to the foregoing provisions, Bancorp 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.
<PAGE>
[OUTSIDE BACK COVER PAGE OF PROSPECTUS]
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. . . . . . . . . . . . . 2
WESTPORT BANCORP, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES . . . . . . . . . . . . . . 11
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY BANCORP, OR BY ANY PERSON DEEMED TO BE AN
UNDERWRITER. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
THEREOF. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SHARES COVERED BY THIS PROSPECTUS BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY JURISDICTION.
August 9, 1995
<PAGE>
PART II
Information Not Required in Prospectus
Item 16. Exhibits
The following exhibit is filed herewith:
Exhibit No. Description
23 Consent of Independent Accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bancorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westport, State of Connecticut, on August 3, 1995.
WESTPORT BANCORP, INC.
By Michael H. Flynn
Name: Michael H. Flynn
Title: President and
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
Michael H. Flynn President, August 3, 1995
Michael H. Flynn Chief Executive
Officer, Director
(Principal
Executive Officer)
William B. Laudano, Jr. Senior Vice President, August 3, 1995
William B. Laudano, Jr. Chief Financial Officer,
Chief Accounting
Officer (Principal
Accounting Officer)
George H. Damman Director August 3, 1995
George H. Damman
William L. Gault Director August 3, 1995
William L. Gault
Kurt B. Hersher Director August 3, 1995
Kurt B. Hersher
William E. Mitchell Director August 3, 1995
William E. Mitchell
William D. Rueckert Director August 3, 1995
William D. Rueckert
Director, Chairman August , 1995
David A. Rosow of the Board
Jay Sherwood Director August 3, 1995
Jay Sherwood
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report included in Westport
Bancorp, Inc.'s Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Stamford, Connecticut
August 4, 1995
<PAGE>
