As filed with the Securities and Exchange
Commission on October 6, 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)
1997 Non-Officer Directors' 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 Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per unit (2) price (2) fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.10 per share 330,000 shares(1) $ 17.3125 $ 5,713,125 $ 1,686.00
</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 transaction.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h), based on the average of the high and
low sales prices of the Common Stock on October 2, 1998 as reported on
the NASDAQ National Market System.
<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 from time to time
pursuant to the 1997 Non-Officer Directors' Stock Option Plan (the "Plan") to
eligible non-officer directors of the Company and its subsidiaries. An
aggregate of up to 330,000 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 New England Community Bancorp, Inc. 1997 Non-Officer
Directors' 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 October 5, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/David A. Lentini Chairman, President and October 5, 1998
- ---------------------------- Chief Executive Officer
David A. Lentini (Principal Executive Officer)
/s/Anson C. Hall Vice President, Chief Financial October 5, 1998
- ---------------------------- Officer and Treasurer
Anson C. Hall (Principal Financial and
Accounting Officer)
/s/John C. Carmon Director October 5, 1998
- ----------------------------
John C. Carmon
/s/Gary J. DeNino Director October 5, 1998
- ----------------------------
Gary J. DeNino
/s/Frank A. Falvo Director October 5, 1998
- ----------------------------
Frank A. Falvo
/s/Dominic J. Ferraina Director October 5, 1998
- ----------------------------
Dominic J. Ferraina
/s/P. Anthony Giorgio, Ph.D. Director October 5, 1998
- ----------------------------
P. Anthony Giorgio, Ph.D
/s/John R. Harvey Director October 5, 1998
- ----------------------------
John R. Harvey
/s/Angelina J. McGillivray Director October 5, 1998
- ----------------------------
Angelina J. McGillivray
/s/Michael P. Solimene Director October 5, 1998
- ----------------------------
Michael P. Solimene
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description
- ----------------------------------------------------------------------------
<S> <C>
4.1 New England Community Bancorp, Inc.
1997 Non-Officer Directors' 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).
</TABLE>
EXHIBIT 4.1
NEW ENGLAND COMMUNITY BANCORP, INC.
1997 NON-OFFICER DIRECTORS' STOCK OPTION PLAN
1. Purpose of the Plan
The purpose of this 1997 Non-officer Directors' Stock Option Plan (the
"Plan") is to attract and retain the continued services of non-officer
directors of New England Community Bancorp, Inc. (the "Corporation") and
its subsidiaries with the requisite qualifications and to encourage such
directors to secure or increase on reasonable terms their stock ownership
in the Corporation. The Board of Directors of the Corporation (the "Board")
believes that the granting of options (the "Options") under the Plan will
promote continuity of management and increased personal interest in the
welfare of the Corporation and its subsidiaries by those who are
responsible for shaping and carrying out the long-range plans of the
Corporation and its subsidiaries and securing their continued growth and
financial success.
2. Effective Date
The Plan shall become effective upon its approval by the Board of
Directors of the Corporation (the "Effective Date"); provided, however,
that if the Plan is not approved by the shareholders of the Corporation
prior to the expiration of the one-year period commencing on the Effective
Date, this Plan and ~l Options granted hereunder shall be null and void and
shall be of no effect.
3. The Stock
Three hundred thousand (300,000) of the authorized but unissued shares
of the Corporation's common stock, $10 par value per share (the "Shares"),
have been reserved for issuance upon the exercise of Options; provided,
however, that the number of Shares so reserved may from time to time be
reduced to the extent that a corresponding number of treasury Shares are
set aside for issuance upon the exercise of Options. If any Options expire
or terminate for any reason without having been exercised in full, the
unpurchased Shares subject thereto shall again be available for the grant
of Options.
4. Administration
The Plan shall be administered by the Committee referred to in Section
5 hereof. Subject to the provisions of the Plan, the Committee shall have
complete authority in its discretion to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all
other determinations necessary or advisable for the administration of the
Plan; provided, however, that the Committee shall have no discretion to
determine the non-officer directors who will receive Options, the number of
Shares subject to Options, the terms upon which, the times at which, or the
periods within which Shares may be acquired or the Options may be acquired
and exercised.
5. Committee
(a) The Executive Compensation Committee (the "Committee") shall be
appointed by Board. The Committee shall consist of a minimum of 3 members
of the Board. The Board any time and from time to time remove any member of the
Committee, with or without cause, appoint additional members to the Committee
and fill vacancies, however caused, in the Committee. A majority of the members
of the Committee shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or determination of the
Committee reduced to writing and signed by all of the members of the Committee
shall be fully effective as if it had been made at a meeting duly called and
held.
(b) No member of the Committee or the Board shall be liable for any
act or omission (whether or not negligent) taken or omitted in good faith,
or for the exercise of authority or discretion granted in connection with
this Plan to the Committee or the Board, or for the acts or omissions of
any other members of the Committee or the Board.
6. Eligibility
An Option may be granted only to non-officer members of the Board who
are not otherwise employees of the Corporation or any of its subsidiaries
on the date of grant and have not been employees of the Corporation or any
of its subsidiaries at any time since the beginning of the preceding fiscal
year (the "Participants").
7. Grant of Options and Option Price
(a) PARTICIPANTS ON THE EFFECTIVE DATE. Each individual who is a
Participant on the Effective Date shall automatically be granted on the
Effective Date an Option to purchase ten thousand (10,000) Shares.
(b) FUTURE PARTICIPANTS. Future grants of Shares shall be made only
upon approval of the shareholders.
(c) PRICE. The initial per Share price to be paid by a Participant
upon the exercise of an Option shall be the fair market value of a Share on
the date of grant. The Committee shall, in good faith, determine the fair
market value of the stock (without regard to any restrictions other than a
restriction which, by its terms, will never lapse) based upon the method
set forth below, or if the determination of fair market value by such
method is not possible, another reasonable method of valuation adopted by
the Committee, or such other method as may be permitted by the Internal
Revenue Code of 1986, as amended (the "Code"), or regulations or rulings
promulgated thereunder. The fair market value of a Share of Common Stock on
any particular date is the last sales price of a share of Common Stock on
the NASDAQ National Market System as reported for that date by NASDAQ or
the mean between the bid and asked quotations for the Common Stock on that
date as reported by NASDAQ; provided that (A) if no such sales or
quotations are reported by NASDAQ for such date, or (B) if in the opinion
of the Committee sales of Common Stock on such date were insufficient to
constitute a representative market, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or the mean between
the bid and asked quotations as reported by NASDAQ for the first preceding
date to which clause (B) does not apply. In no event shall the Option Price
be less than the par value of the Shares.
(d) STOCK OPTION AGREEMENTS. Each Option granted under the Plan
shall be evidenced by a Stock Option Agreement between the Corporation and
the optionee. The Committee shall initially make all decisions as to the form
of Stock Option Agreement to be entered into with each optionee. All forms of
the Stock Option Agreement shall contain such provisions, restrictions and
conditions as are not inconsistent with this Plan. The provisions of this Plan
shall be set forth in full or incorporated by reference in each Stock Option
Agreement.
8. Option Period
Each Option shall provide that it may be exercised in five (5) equal
annual installments commencing from the date set forth in the Stock Option
Agreement for such Option. In addition, in no event shall any portion of an
Option be exercisable until approval of the Plan by the shareholders of the
Corporation.
In the event that a Participant dies or becomes disabled, or in the
event a Participant's service as a director terminates following a "Change
in Control", all Options held by such Participant which have not yet become
exercisable shall become immediately exercisable.
For purposes of the Plan, a "Change in Control" shall have occurred if
after the date hereof (i) a report on Schedule 13D shall be filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") disclosing that any person
other than the Corporation or any employee benefit plan sponsored by the
Corporation, is the beneficial owner (as the term is defined in Rule 13d-3
under the Act) directly or indirectly, of thirty-five percent or more of
the total voting power represented by the Corporation's then outstanding
voting securities (calculated as provided in paragraph (d) of Rule 13d-3
under the Act in the case of rights to acquire voting securities); or (ii)
any person, other than the Corporation or any employee benefit plan
sponsored by the Corporation, shall purchase shares pursuant to a tender
offer or exchange offer to acquire any voting securities of the Corporation
(or securities convertible into such voting securities) for cash,
securities or any other consideration, provided that after consummation of
the offer, the person in question is the beneficial owner directly or
indirectly, of thirty-five percent or more of the total voting power
represented by the Corporation's then outstanding voting securities (all as
calculated under clause (i)); or (iii) the stockholders of the Corporation
shall approve (A) any consolidation or merger of the Corporation in which
the Corporation is not the continuing or surviving corporation (other than
a merger of the Corporation in which holders of Common Shares of the
Corporation immediately prior to the merger have the same proportionate
ownership of common Shares of the surviving corporation immediately after
the merger as immediately before), or pursuant to which common Shares of
the Corporation would be converted into cash, securities or other property,
or (B) any sale, lease exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all the assets of
the Corporation; or (iv) there shall have been a change in the composition
of the Board of Directors of the Corporation at any time during any
consecutive twenty-four month period such that "continuing directors" cease
for any reason to constitute at least a 70% majority of the Board. For
purposes of the preceding sentence, "continuing directors" means those
members of the Board who either were directors at the beginning of such
consecutive twenty-four month period or were elected by or on the
nomination or recommendation of at least a 70% majority of the then-
existing "continuing directors." So long as there has not been a "Change in
Control" within the meaning of clause (iv), the Board of Directors may
adopt by a 70% majority vote of the "continuing directors" a resolution to
the effect that an event described in clauses (i) or (ii) shall not
constitute a "Change in Control."
9. Exercise of Option
Subject to Section 8, an Option may be exercised in whole or in part
at any time after the date it is granted and only by a written notice of
intent to exercise the Option with respect to a specified number of Shares
and payment to the Corporation, in full, in cash or by certified check
payable to the order of the Corporation (or, to the extent permitted by law
and the Committee, in certificates of stock issued by the Corporation,
which stock shall be assigned a fair value by the Committee in its
discretion provided that the stock surrendered shall have been owned by the
Grantee for at least six months) and delivered to the Corporation at the
time of such exercise.
10. Transferability
No Option granted hereunder shall be assignable or transferable except
to a Participant's spouse or lineal descendant(s), a charitable
organization, or a trust or partnership for the benefit of any of them (a
"Permitted Transferee") or by will or the laws of descent and distribution,
and Options shall be exercisable, during the optionee's lifetime, only by
such optionee or a Permitted Transferee to whom such Options have been
transferred; provided, however, that in the event an optionee or Permitted
Transferee shall be subject to a legal disability, his legal representative
may exercise an Option on his behalf.
11. Ceasing to be a Director
(a) TERMINATION. If a Participant terminates service as a non-officer
director for any reason other than those set forth in clauses (b) and (c)
below, any outstanding Option held by the Participant shall terminate on
the earlier of the date on which such Option would otherwise expire or
ninety (90) days after such termination.
(b) DISABILITY OR DEATH. If a Participant's service as a director
terminates due to his becoming permanently disabled within the meaning of
Section 22(e)(3) of the Code, any Option which was held on the date when
such Participant became disabled, whether or not exercisable prior to such
date, may be exercised within twelve (12) months after such Participant
ceases employment (but in no event later than the termination date of the
Option) after which time any unexercised portion of all outstanding Options
shall expire.
If a Participant's service as a director terminates due to his death,
the executors, administrators, legatees or distributees of the estate of
the Participant shall have the right to exercise any Options which were
held by the Participant prior to the optionee's death, whether or not
exercisable prior to such date, but only within a period of twelve (12)
months from the date of the optionee's death (but in no event later than
the termination date of the Option), after which time any unexercised
portion of all outstanding Options shall expire. In the event an Option is
exercised by the executors, administrators, legatees or distributee of the
estate of the optionee, the Corporation shall be under no obligation to
issue Shares hereunder unless and until the Corporation is satisfied that
the person (or persons) exercising the Option is the duly appointed legal
representative of the optionee's estate or the proper legatee or
distributee thereof.
(c) TERMINATION FOR CAUSE. If a Participant's service as a director
is terminated for cause, any outstanding Option held by the Participant
shall terminate as of the date of such termination for cause.
12. Duration of Plan
Unless sooner terminated, this Plan shall expire ten (10) years from
the date the Plan is adopted by the Board, or from the date of shareholder
approval, whichever is earlier. No Options may be granted after the
termination of this Plan; provided, however, that termination of the Plan
shall not affect any Options previously granted, which Options shall remain
in effect until exercised, surrendered or canceled, or until they have
expired, all in accordance with their terms.
13. Stock Dividends or Recapitalization
In the event of a stock dividend paid in shares of the class of stock
subject to any Option outstanding hereunder, or recapitalization,
reclassification, split-up or combination of shares with respect to said
class of stock, the Committee shall make appropriate adjustments to the
Option Price under such Option and to the kind and number of shares as to
which such Option is then exercisable, to ensure that the optionee's
proportionate interest shall be maintained as before the occurrence of such
event, and in any case an appropriate adjustment shall also be made in the
total number and kind of shares of stock reserved for the future granting
of Options under this Plan. Any such adjustment made by the Committee
pursuant to this Plan shall be binding upon the holders of all unexpired
Options outstanding hereunder.
14. Merger, Consolidation, Reorganization, Liquidation, Etc.
If, subsequent to adoption of this Plan by the Board, the Corporation
shall become a party to any corporate reorganization, merger, liquidation,
spinoff~ or agreement for the sale of substantially all of its assets and
property, the Committee shall make appropriate arrangements, which shall be
binding upon the holders of unexpired Options rights, for the substitution
of new Options for any unexpired Options then outstanding under this Plan,
or for the acceleration of any such unexpired Options, to the end that the
optionee's proportionate interest shall be maintained as before the
occurrence of such event.
15. Rights as Shareholder
A Participant entitled to Shares as a result of the exercise of an
Option shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Corporation by virtue of such exercise, except to the
extent a stock certificate is issued therefor and then only from the
date such certificate is issued. No adjustments shall be made for dividends
or distributions or other rights for which the record date is prior to the
date such stock certificate is issued.
16. Expenses
The expenses of this Plan shall be paid by the Corporation and/or its
subsidiaries.
17. Compliance with Applicable Law
Notwithstanding anything herein to the contrary, the Corporation shall
not be obligated to cause to be issued or delivered any certificates
evidencing Shares to be delivered pursuant to the exercise of an Option,
unless and until the Corporation is advised by its counsel that the
issuance and delivery of such certificates is in compliance with all
applicable laws and regulations of governmental authority. The Corporation
shall in no event be obligated to register any securities pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) or to
take any other action in order to cause the issuance and delivery of such
certificates to comply with any such law or regulation. The Committee may
require, as a condition of the issuance and delivery of such certificates
and in order to ensure compliance with such laws and regulations, that the
Participant make such covenants, agreements and representations as the
Committee, in its sole discretion, deems necessary or desirable.
18. Application of Funds
Any cash proceeds received by the Corporation from the sale of Shares
pursuant to Options will be used for general corporate purposes.
19. Modification, Amendment, Suspension and Termination
The Board may from time to time suspend or discontinue this Plan or
revise or amend it in any respect whatsoever except that without the
approval of the shareholders, no such revision or amendment shall (a)
materially increase the number of Shares subject to this Plan, (b) decrease
the price at which Options may be granted, (c) remove the administration of
this Plan from the Committee, (d) materially modify the requirements as to
eligibility for a grant of an Option, or (e) materially increase the
benefits accruing to the Participants under this Plan. No such suspension,
discontinuance, revision or amendment shall in any manner affect any grant
theretofore made without the consent of the Participant or the transferee
of the Participant, unless necessary to comply with applicable law.
20. General
(a) Nothing contained in this Plan or any Option granted pursuant to
this Plan shall confer upon any director the right to continue in the
service of the Corporation or its parent or subsidiary or any other
corporation affiliated with the Corporation.
(b) Corporate action constituting an offer of stock for sale to any
Participant under the terms of the Options to be granted hereunder shall be
deemed completed as of the date when the Committee authorizes the grant of
the Option to the Participant, regardless of when the Option is actually
delivered to the Participant or acknowledged or agreed to by the
Participant.
(c) The provisions of this Plan shall be binding upon and inure to
the benefit of the parties and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.
(d) Wherever used herein, the singular shall be deemed to refer to
and include the plural, and vice versa, where appropriate. Wherever used
herein, the masculine shall be deemed to refer to and include the feminine
and the neuter, and vice versa, where appropriate.
(e) Nothing contained in this Plan or in any Option agreement issued
hereunder shall impose any liability or responsibility on the Corporation,
the Board, the Committee or any member of either of the foregoing to pay,
or reimburse any Participant for the payment of any tax arising out of, or
on account of the issuance of an Option or Options hereunder to any
Participant, a Participant's exercise of any Option issued under this Plan
or a Participant's sale, transfer or other disposition of any Shares
acquired pursuant to the exercise of an Option issued hereunder. Any person
receiving an Option hereunder shall expressly acknowledge and agree that
such participation is voluntary and that the Participant will be solely
responsible for all taxes to which he or she may be or become subject as a
consequence of such participation.
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 6, 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 330,000 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 6, 1998
