As filed with the Securities and Exchange
Commission on May 22, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
New England Community Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1116165
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Old Windsor Mall
P.O. Box 130
Windsor, Connecticut 06095
(Address of principal executive offices) (Zip code)
1996 Incentive and Non-Qualified
Compensatory Stock Option Plan
(Full title of the plan)
David A. Lentini
President and Chief Executive Officer
New England Community Bancorp, Inc.
Old Windsor Mall
P.O. Box 130
Windsor, Connecticut 06095
(Name and address of agent for service)
860-610-3600
(Telephone number, including area code, of agent)
Copy to: M. Louise Turilli, Esquire
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering aggregate fee
registered price per offering
unit(1) price(1)
Common Stock 750,000 shares $15.75 $11,812,500 $3,579.55
par value,
$.10 per share
(1) Estimated solely for purposes of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
1996 INCENTIVE AND NON-QUALIFIED
COMPENSATORY STOCK OPTION PLAN
This Registration Statement relates to shares of common stock, par
value $.10 (the "Common Stock"), of New England Community Bancorp, Inc. (the
"Company") to be issued upon exercise of options granted from time to time,
pursuant to the 1996 Incentive and Non-Qualified Compensatory Stock Option Plan
(the "Plan"), to eligible employees of the Company (each, an "Employee"). An
aggregate of up to 750,000 shares of Common Stock may be issued upon the
exercise of options granted pursuant to the Plan, subject to adjustment in case
of stock dividends or changes in the Common Stock.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; and
(c) The description of the Company's Common Stock which is contained
in its registration statement filed under the Securities Exchange Act of 1934,
as amended (the "1934 Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents.
Item 4 Description of Securities
This Item is not applicable to the securities to be registered hereby.
Item 5 Interests of Named Experts and Counsel
The financial statements of NECB, as of December 31, 1996, 1995 and
1994 and for the years then ended incorporated by reference in this
Registration Statement have been so incorporated in reliance on the report of
Shatswell, MacLeod & Company, P.C., independent accountants, given on the
authority of said firm as experts in auditing and accounting.
Item 6 Indemnification of Directors and Officers
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of a corporation -- a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such an action and the DGCL
requires court approval before there can be any indemnification where the
person seeking
indemnification has been found liable to the corporation. Additionally, a
corporation is required to indemnify its directors and officers against
expenses to the extent that such directors or officers have been successful on
the merits or otherwise in any action, suit or proceeding or in defense of any
claim, issue or matter therein.
Unless ordered by a court, an indemnification can be made by a
corporation only upon a determination that indemnification is proper in the
circumstances because the party seeking indemnification has met the applicable
standard of conduct as set forth in Delaware law. The indemnification provided
by Section 145 of the DGCL includes the right to be paid by the corporation the
expenses incurred in defending proceedings in advance of their final
disposition. Such advance payment of expenses, however, may be made only upon
delivery to the corporation by the indemnified party of an undertaking to repay
all amounts so advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have
or acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, liability or loss, whether
or not the corporation would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
The Company's Bylaws and Restated Certificate of Incorporation
authorize the Company to indemnify officers, directors and certain individuals
associated with the Company. In general, Article V of the Company's Bylaws and
Article VII of the Company's Restated Certificate of Incorporation authorize
the Company to indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding, and any appeal therein,
whether civil, criminal, administrative, arbitrative or investigative (other
than an action by or in the right of the Company) by reason of the fact that he
is or was a director, officer, trustee, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer,
trustee, employee or agent of another corporation, association, partnership,
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, 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
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
Item 7 Exemption from Registration Claimed
This Item is not applicable to the securities to be registered hereby.
Item 8 Exhibits
Exhibit No. Description
4.1. New England Community Bancorp, Inc., 1996
Incentive and Non-Qualified Compensatory Stock
Option Plan (incorporated by reference to Exhibit
A to the Company's definitive proxy statement for
its annual meeting of stockholders held on May
21, 1996).
4.2. Amended and Restated Certificate of Incorporation
of NewEngland Community Bancorp, Inc.
(incorporated herein by reference to Exhibit 3.1
to the Company's Registration Statementon Form S-4
(No. 33-93640)).
4.3. Amended and Restated Bylaws of New England
CommunityBancorp, Inc. (incorporated herein by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for fiscal year endedDecember
31, 1994 (File No. 0-14550)).
5. Opinion of Day, Berry & Howard as to the legality
of thesecurities registered hereby including the
consent of such counsel.
23.1. Consent of Shatswell, MacLeod & Company, P.C.
23.2. Consent of Day, Berry & Howard (See Exhibit 5.).
24. Power of attorney (See signature page.)
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement
or any material change to such information in the
registration statement
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication to such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Windsor, State of Connecticut, on May
21, 1997.
New England Community Bancorp, Inc.
By /s/ David A. Lentini
Name: David A. Lentini
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears
below hereby constitutes Anson C. Hall and David A. Lentini and each
of them singly, such person's true and lawful attorneys, with full power to
them and each of them to sign for such person and in such persons's name and
capacity indicated below any and all amendments to this Registration Statement,
hereby ratifying and confirming such person's signature as it may be signed by
said attorneys to any and all such amendments.
Signature Title Date
/s/ Dominic J. Ferraina Chairman and Director May 21, 1997
Dominic J. Ferraina
/s/ David A. Lentini President, Chief Executive May 21, 1997
David A. Lentini Officer and Director
(Principal Executive Officer)
/s/ Anson C. Hall Vice President, Chief Financial May 21, 1997
Anson C. Hall Officer and Treasurer
(Principal Accounting Officer)
/s/ Donat A. Fournier Vice President and Senior May 21, 1997
Donat A. Fournier Loan Officer
/s/ Tadeus J. Buczkowski Director May 21, 1997
/s/ John C. Carmon Director May 21, 1997
/s/ Gary J. DeNino Director May 21, 1997
/s/ Frank A. Falvo Director May 21, 1997
/s/ Charles D. Gersten Director May 21, 1997
/s/ John R. Harvey Director May 21, 1997
/s/ Angelina J. McGillivray Director May 21, 1997
/s/ Edward J. Szewczyk Director May 21, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4.1 New England Community Bancorp, Inc.
1996 Incentive and Non-Qualified Compensatory
Stock Option Plan (incorporated by reference
to Exhibit A to the Company's definitive proxy
statement for its annual meeting of stockholders
held on May 21, 1996).
5 Opinion of Day, Berry & Howard as to the legality
of the securities registered hereby including the
consent of said counsel.
23.1 Consent of Shatswell, MacLeod & Company, P.C.
23.2 Consent of Day, Berry & Howard (See Exhibit 5).
24 Power of Attorney (See signature page).
Exhibit 5
New England Community Bancorp, Inc.
Old Windsor Mall
P.O. Box 130
Windsor, Connecticut 06095
Gentlemen:
We have acted as counsel with respect to the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, as filed by New England
Community Bancorp, Inc. (the "Company") with the Securities and Exchange
Commission, relating to a maximum of 750,000 shares of the common stock, $0.10
par value, of the Company (the "Common Stock") to be issued upon exercise of
options under the 1996 Incentive and Non-Qualified Compensatory Stock Option
Plan of the Company (the "1996 Plan").
We have examined the 1996 Plan, the minutes of the corporate
proceedings of the Board of Directors of the Company and such other documents
as we have deemed relevant and necessary as a basis for our opinion below.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued under the 1996 Plan, when so issued, will be validly
issued, fully paid and non-assessable (assuming that, at the time of such
issuance, the Company has a sufficient number of authorized and unissued shares
and treasury shares available for such issuance).
We consent to the use of this opinion as Exhibit 5 to the aforesaid
Registration Statement.
Very truly yours,
DAY, BERRY & HOWARD
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation in this Registration Statement of New
England Community Bancorp, Inc. on Form S-8, of our report dated January 30,
1997, except for Note 13 as to which the date is February 20, 1997, included in
the Annual Report of New England Community Bancorp, Inc. as of December 31,
1996 and for the year end ended.
/s/ Shatswell, MacLeod & Company, P.C.
SHATSWELL, MacLEOD & COMPANY, P.C.
West Peabody, Massachusetts
May 16, 1997
