As filed with the Securities and Exchange
Commission on October 9, 1998
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)
176 Broad Street,
Windsor, Connecticut 06095
(Address, including zip code, of principal executive offices)
1990 Stock Option Plan
(Full title of the plan)
David Lentini
Chairman, President and Chief Executive Officer
New England Community Bancorp, Inc.
176 Broad Street
Windsor, Connecticut 06095
860-683-4601
(Name and address, including telephone number and area code, of agent for
service)
Copy to: Robert M. Taylor III, Esquire
Day, Berry & Howard LLP
CityPlace I
Hartford, Connecticut 06103-3499
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of securities to Amount to be registered Proposed maximum Proposed maximum Amount of registration
be registered offering price per aggregate offering fee
unit(2) price(2)
<S> <C> <C> <C> <C>
Common Stock, par value 133,351 shares(1) $6.72 $896,119 $265.00
$.10 per share
</TABLE>
(1) In addition, pursuant to Rule 416(a), this Registration Statement also
covers such indeterminate number of additional shares of Common Stock as
is necessary to eliminate any dilutive effect of any future stock split,
stock dividend or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1), based on the exercise price as provided
for in the 1990 Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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 pursuant to the 1990
Stock Option Plan (the "Plan") to eligible employees and directors of the
Company and its subsidiaries. An aggregate of up to 133,351 shares of Common
Stock may be issued upon the exercise of options granted pursuant to the Plan,
subject to adjustment for stock splits, stock dividends or similar transactions.
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 ending
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1998 and June 30, 1998 and Amendment No. 1 to the Company's
Quarterly Report for the quarter ended March 31, 1998, on Form 10-Q/A, filed
with the Commission on June 12, 1998;
(c) Current reports filed on Form 8-K with the Commission on January 7,
1998, February 26, 1998, March 24, 1998, June 25, 1998, July 17, 1998, and
August 26, 1998 and Form 8-K/A filed on March 13, 1998;
(d) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company to register its Common
Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports filed for the
purposes of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
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 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 of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is 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.
This item is not applicable to the securities to be registered hereby.
Item 5. Interests of Named Experts and Counsel.
This item is not applicable to the securities to be registered hereby.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A Delaware corporation may also indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, except that no indemnification
is permitted without judicial approval if the officer, director, employee or
agent is adjudged to be liable to the corporation. In addition, Section 145(c)
of the DGCL provides that when an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
director or officer is not entitled to be indemnified by the corporation. The
Company's insurance policy provides that such expenses incurred by former
directors and officers or other employees and agents may be paid by the Company
in advance.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 145 of the DGCL are not deemed to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office. In addition, Section 145 of the DGCL authorizes a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person against
such liability under Section 145 of the DGCL. The Company maintains an
insurance policy under which directors and officers are insured, within the
limits and subject to the limitation of such insurance policy, against certain
liabilities which may be imposed in connection with such persons' service as
such directors or officers.
The Company's Amended and Restated Certificate of Incorporation and By-
laws contain provisions requiring indemnification of its officers and directors
to the maximum extent permitted by Delaware law and allowing such
indemnification of its employees and agents and persons serving at its request
as a director, officer, employee or agent of another entity.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, except for liability (i) for any
breach of a director's duty of loyalty to the company or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of the law, (iii) for improper payment of dividends,
stock purchases or redemptions of shares or (iv) for any transaction from which
the director derives an improper personal benefit. The Company's Amended and
Restated Certificate of Incorporation includes such a provision.
Item 7. Exemption from Registration Claimed.
This item is not applicable to the securities to be registered hereunder.
Item 8. Exhibits.
Exhibit No. Description
4.1. 1990 Stock Option Plan.
4.2 Amended and Restated Certificate of Incorporation of
New England Community Bancorp, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (File No. 333-
57899)).
4.3 Amended and Restated Bylaws of New England Community
Bancorp, Inc. (incorporated herein by reference to
Exhibit 3(ii) to the Company's Annual Report on Form
10-K for fiscal year ended December 31, 1997 (File No.
0-14550)).
5. Opinion of Day, Berry & Howard LLP as to the legality
of the securities registered hereby including the
consent of such counsel.
23.1 Consent of Shatswell, MacLeod & Company, P.C.
23.2 Consent of Day, Berry & Howard LLP (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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Windsor, State of Connecticut, on September 30, 1998.
New England Community Bancorp, Inc.
By: /S/ DAVID A. LENTINI
Name: David A. Lentini
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, 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 person'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/ DAVID A. LENTINI Chairman, President and September 30,
1998
David A. Lentini Chief Executive Officer
(Principal Executive Officer)
/S/ ANSON C. HALL Vice President,
Anson C. Hall Chief Financial Officer September 30,
1998
and Treasurer
(Principal Financial and
Accounting Officer)
/S/ JOHN C. CARMON Director September 30, 1998
John C. Carmon
/S/ GARY J. DENINO Director September 30, 1998
Gary J. DeNino
/S/ FRANK A. FALVO Director September 30, 1998
Frank A. Falvo
/S/ DOMINIC J. FERRAINA Director September 30, 1998
Dominic J. Ferraina
/S/ P. ANTHONY GIORGIO, PH.D Director September 30, 1998
P. Anthony Giorgio, Ph.D
/S/ JOHN R. HARVEY Director September 30, 1998
John R. Harvey
/S/ ANGELINA J. MCGILLIVRAY Director September 30, 1998
Angelina J. McGillivray
/S/ MICHAEL P. SOLIMENE Director September 30, 1998
Michael P. Solimene
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 1990 Stock Option Plan.
5 Opinion of Day, Berry & Howard LLP as
to the liability 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 LLP
(See Exhibit 5).
24 Power of Attorney (See signature page).
Exhibit 4.1
NEW ENGLAND COMMUNITY BANCORP, INC.
1990 STOCK OPTION PLAN
SECTION 1 - PURPOSE AND SCOPE
The purpose of this Plan is to promote the long-term success of New
England Community Bancorp, Inc. (the "Company") by providing financial
incentives to key employees and directors who are in a position to make
significant contributions toward such success. The Plan is designed to
attract individuals of outstanding ability to employment with the Company
and to encourage key employees to acquire a proprietary interest in the
Company, to continue with the Company, and to render superior performance
during their employment. Additionally, the Plan is designed to provide a
one-time reward for the organizers of the Company for the significant
service rendered in the organization of the Company.
SECTION 2 - DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Committee" shall mean the Stock Option Plan Committee which is
appointed by the Board, and which shall be composed of five (5) individuals
who may, but need not, be members of the Board.
"Company" shall mean New England Community Bancorp, Inc..
"Option" shall mean a right to purchase Stock, granted pursuant to the
Plan.
"Participant" shall mean a key employee, director, or organizer of the
Company who has been granted an Option under the Plan.
"Plan" shall mean the New England Community Bancorp, Inc. 1990 Stock
Option Plan.
"Stock" shall mean the common stock of the Company.
SECTION 3 - ADMINISTRATION
The Plan shall be administered by the Committee which will interpret
the Plan, establish administrative rules, select the individuals for
participation, and take other necessary action. The determination and
actions by the Committee shall be final, unless otherwise determined by the
Board.
SECTION 4 - ELIGIBILITY
Those individuals listed on EXHIBIT A shall be granted Options under
this Plan.
SECTION 5 - GRANTING OPTIONS
A total of 116,000 shares will be available for Options. The grant of
Options and the individuals to whom Options are to be granted are shown in
EXHIBIT A.
SECTION 6 - TERMS AND CONDITIONS OF OPTIONS
Once granted, the Options under this Plan shall be exercisable at any
time (in whole or in part).
Options granted under this Plan are non-qualified options.
The price per share shall be equal to the fair market value of the
Stock on the day the Option is granted. For those individuals listed on
EXHIBIT A, the exercise price shall be $10.00 per share.
All shares purchased under Option shall be paid for in full at the
time of purchase.
Each Option shall be evidenced by a written instrument specifying the
number of shares that may be purchased by its exercise and containing such
terms and conditions consistent with the Plan as the Committee may
determine.
No Option may be exercisable after the expiration of ten (10) years
from the date it is granted.
During the life of the Participant, only the Participant may exercise
an Option: provided, however, that any Participant shall be entitled to
assign his or her rights to the Option to his or her spouse and/or issue,
or to a trust established for the benefit of his or her spouse and/or
issue. The Option shall be non-assignable by any such spouse, issue or
trust, however, and upon receipt of the Option, such party shall sign a
certificate acknowledging this Agreement and the restriction on
transferability.
For employees, upon termination of employment for any reason
(including retirement or disability), the Participant shall have the
balance of the ten (10) year term of the Option in order to exercise the
Option. Board members, who are Participants, shall have the same rule
applied upon termination from the Board (including resignation or
disability).
Upon the death of an active Participant, the Participant's beneficiary
shall have the right to exercise the Participant's remaining Options within
the balance of the ten (10) year term of the Option. The Option shall be
non-assignable by any such beneficiary, however, and upon receipt of the
Option, such beneficiary shall sign a certificate acknowledging this
Agreement and the restrictions on transferability.
Upon the death of any Participant who has terminated employment or
Board involvement, the beneficiary shall have the same exercise period that
the Participant had on the date of death.
SECTION 7 - EFFECT OF CHANGES IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for Options under
the Plan, the shares subject to any Option, and the price per share shall
all be proportionately adjusted for any increase or decrease in the number
of issued shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other
capital adjustment, (2) the payment of a stock dividend, or (3) other
increase or decrease in such shares effected without receipt of
consideration by the Company.
If the Company shall be the surviving corporation in any merger or
consolidation, any Option shall pertain, apply, and relate to the
securities to which a holder of the number of shares of Stock subject to
the Option would have been entitled after the merger or consolidation.
Upon merger or consolidation in which the Company is not the surviving
corporation, then the surviving corporation shall substitute, on an
equitable basis, the appropriate number of shares of the surviving
corporation for the shares of the Company stock issuable to Option holders
under this Plan.
Upon the dissolution or liquidation of the Company, the Plan shall
terminate, and all Options previously granted shall lapse on the date of
such dissolution or liquidation.
SECTION 8 - AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend, or revise the Plan
with respect to any shares as to which Options have not been granted.
Neither the Board nor the Committee may, without the consent of the holder
of an Option, alter or impair any Option previously granted under the Plan,
except as authorized herein.
SECTION 9 - EFFECTIVE DATE OF THE PLAN
The Plan shall be effective on August 14, 1998.
Exhibit 5
DAY, BERRY & HOWARD LLP CityPlace I
Hartford Connecticut 06103-3499
Telephone (860) 275-0100
COUNSELLORS AT LAW Facsimile (860) 275-0343
HARTFORD, STAMFORD AND BOSTON Internet www.dbh.com
October 8, 1998
New England Community Bancorp, Inc.
176 Broad Street
Windsor, CT 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 133,351 shares of common
stock, $.10 par value, of the Company (the "Common Stock") to be issued
upon the exercise of certain non-qualified stock options (the "Options").
We have examined the resolutions adopted by the Board of Directors of
the Company by consent in lieu of a meeting 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 upon exercise of the Options, 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,
/s/ Day, Berry & Howard LLP
DAY, BERRY & HOWARD LLP
Exhibit 23.1
Shatswell, MacLeod & Company, P.C.
Certified Public Accountants
83 Pine Street
West Peabody, Massachusetts 01960-3635
Telephone (978) 535-0206
Facsimile (978) 535-9908
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of New England Community Bancorp, Inc., of our report dated
January 29, 1998, except for Note 2, as to which the date is February 10,
1998, on our audits of the consolidated financial statements of New England
Community Bancorp, Inc. and Subsidiaries as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997,
which report is included in New England Community Bancorp, Inc.'s 1997
Annual Report on Form 10-K.
/S/ SHATSWELL, MACLEOD & COMPANY, P.C.
Shatswell, MacLeod & Company. P.C.
West Peabody, Massachusetts
October 8, 1998
