As filed with the Securities and Exchange Commission on June 14, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL LINCOLN CORPORATION
(Exact Name of Issuer as specified in its charter)
Maine 01-0404322
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Main Street
P.O. Box 940
Damariscotta, Maine 04543
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN
(Full title of the plan)
David J. Champoux
Pierce, Atwood, Scribner, Allen, Smith & Lancaster
One Monument Square
Portland, Maine 04101
(Name and address of agent for service)
(207)773-6411
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum minimum
Securities be offering aggregate Amount of
to be registered price per offering registration
registered share price fee
========== ========== ========= ========= ============
Common 50,000 $26.501 $26.501 $456.90
Stock, shares
no par
value
1 Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the bid and asked prices on the NASDAQ System of
the
Common Stock on June 7, 1995 in accordance with Rules 457(c) and 457(h) of
the
Securities Act of 1993
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent
or
given to participants in the Registrant's Stock Option Plan pursuant to
Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are filed with the Securities and
Exchange
Commission (the "Commission"), are incorporated in this Registration
Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange
Act").
(2) All other reports filed pursuant to Sections 13(a) or 15(d)
of the
Exchange Act since the end of the fiscal year covered by the document
referred
to in (1) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective
amendment which indicates that all shares of Common Stock offered hereby
have
been sold or which deregisters all shares of Common Stock then remaining
unsold,
shall be deemed to be incorporated by reference herein and to be part
hereof
from the respective dates of filing of such documents.
Item 4. Description of Securities
The Registrant has a single class of common stock and presently is
authorized to issue up to 1,200,000 shares, no par value, of which 609,002
shares currently are outstanding.
Each share of the common stock is entitled to one vote on each matter
coming before the stockholders. The presence in person or by proxy of the
holders of not less than one-third of the shares entitled to vote at any
meeting
constitutes a quorum at that meeting. With the exception of certain
matters
relating to business combinations described in detail below, or with
respect to
matters which, under Maine law, require the approval of the holders of a
greater
number or percentage of outstanding shares, action at any meeting at which
a
quorum is present may be taken by the affirmative vote of the holders or
representatives of a majority of the stock represented. The Bylaws of the
Registrant provide for staggered terms for directors, whereby one-third, as
nearly as may be, of the directors are elected in each year for a three
year
term. There is no provision for cumulative voting in the election of
directors
or with respect to any other matter.
The Registrant may pay dividends out of funds legally available
therefor
when and if declared by the Board of Directors. The only material sources
of
funds available for the payment of dividends are dividends received from
the
<PAGE>
Registrant's wholly-owned subsidiary, The First National Bank of
Damariscotta
(the "Bank"). The payment of dividends by the Bank is subject to
limitations
imposed by federal law and regulatory authorities. Dividends may be
declared by
the Bank out of so much of its net profits as the directors deem
appropriate,
subject to the limitation that before a dividend is declared the Bank must
carry
at least 10% of its net profits for the preceding half year in the case of
quarterly or semi-annual dividends, or at least 10% of its net profits of
the
preceding two consecutive half year periods in the case of annual
dividends, to
its surplus account until the surplus account is equal to the amount of its
capital stock. In addition, the approval of the Office of the Comptroller
of
the Currency is required if the total of all dividends declared by the Bank
in
any calendar year will exceed the total of its net profits of that year
combined
with its retained net profits of the preceding two years, less any required
transfers to surplus. The holders of the Registrant's common stock are
entitled
to receive and share equally in such dividends as are declared by the Board
of
Directors. In the event of any liquidation, dissolution or winding up of
the
Registrant, common stockholders would be entitled to receive all of the
assets
of the Registrant remaining after payment of its debts and liabilities and
certain expenses incurred in connection with winding up the Registrant's
affairs. Holders of the Registrant's common stock have no preemptive
rights.
The Bylaws of the Registrant provide that neither the Registrant nor
any
subsidiary may become a party to a "business combination" unless the
transaction
has been approved and recommended to the stockholders by an affirmative
vote of
not less than 80% of the members of the Board of Directors and, following
such
approval and recommendation, has been approved by an affirmative vote of
not
less than 80% of the outstanding common stock, excluding stock beneficially
owned by any party which is to participate in the business combination.
The
term "business combination" is defined to include (i) a purchase, sale,
lease,
exchange or other transfer, except in the ordinary course of business, of
more
than 5% of the consolidated assets of the Registrant and its subsidiaries,
(ii)
a merger or (iii) a consolidation. In addition, if the other party to the
proposed business combination at the time already owns in excess of 10% of
the
outstanding stock of the Registrant (a "Related Party"), a business
combination
is defined to include an issuance or reclassification of securities, a
recapitalization or other transaction which has the effect of increasing
the
proportionate interest of the Related Party in the outstanding capital
stock of
the Registrant.
The Bylaws of the Registrant contain a so-called "fair price"
provision
which provides that neither the Registrant nor any subsidiary may become a
party
to a business combination with a Related Party unless the fair market value
of
cash and other consideration to be received per share of common stock as a
result of such business combination, by stockholders other than the Related
Party, is not less than the highest price per share paid by the Related
Party in
acquiring any of its holdings of the Registrant's stock. The Bylaws
further
require that no holder of the Registrant's stock receive consideration in
any
form or proportion different from that received by any other stockholder in
connection with a business combination.
The Bylaws of the Registrant also provide that, in considering whether
to
make a recommendation to the stockholders favoring a business combination,
the
directors shall take into consideration the long term social and economic
effect
<PAGE>
of the proposed business combination on the employees and customers of the
Registrant and its subsidiaries, and on other elements of the communities
in
which the Registrant and its subsidiaries operate, the experience and
integrity
of the acquiring person or entity, and the financial condition, earnings
prospects and management philosophy of the acquiring person or entity.
The Bylaws of the Registrant may be amended by a majority vote of the
Board
of Directors, except that the provisions described above with respect to
business combinations may be altered only with the affirmative vote of not
less
than 80% of the Board of Directors and the holders of not less than 80% of
the
Registrant's common stock.
Management is not aware of any arrangement which could at a subsequent
date
result in a change in control of the Registrant.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
Section 719 of the Maine Business Corporation Act (13-A M.R.S.A. 101,
et
seq.) authorizes the indemnification by the corporation of any person who
is a
party or is threatened to be made a party to any action, suit or proceeding
by
reason of that person's statutes as a director, officer, employee or agent
of
the corporation; provided that no such indemnification may be provided for
any
person if he or she shall have been finally adjudicated (i) not to have
acted
honestly or in the reasonable belief that his or her action was in or not
opposed to the best interests of the corporation or its shareholders, or
(ii) in
any criminal proceeding, to have had reasonable cause to believe his or her
conduct was unlawful. In the case of actions brought by or on behalf of
the
corporation, indemnification may only be provided if the court determines
that
such person is fairly and reasonably entitled to the requested
indemnification.
Indemnification must be provided to the extent that a director, officer,
employee or agent has been successful, on the merits or otherwise, in
defense of
an action of the type described in the first sentence of this paragraph.
The Bylaws of the Registrant provide that it shall indemnify any
person who
is made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he or she is or was a director,
officer,
employee or agent of the Registrant against expenses, including attorneys
fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred
by him or her in connection with such action, suit or proceeding. No
indemnification may be provided for any director or officer who shall have
been
finally adjudicated not to have acted in good faith in the reasonable
belief
that his or her action was in the best interests of the Registrant or who
had
reasonable cause to believe that his or her conduct was unlawful. Any
indemnification under this provision of the Bylaws, unless required under
the
Bylaws or ordered by a court, can be made only as authorized in each
specific
case upon determination by a majority of disinterested directors or by
independent legal counsel or by the shareholders that such indemnification
is
appropriate under the standard set forth in the preceding sentence. The
Bylaws
further empower the Registrant to purchase and maintain insurance on behalf
of
<PAGE>
its directors, officers, employees and agents with respect to any such
claim,
action or proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein
by reference.
Item 9. Undertakings
1. The 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;
(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;
and
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 the 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.
2. The 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 any employee benefit plan's annual report
pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
<PAGE>
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.
3. 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
Securities 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 Securities Act and will be governed by the final
adjudication of 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 Damariscotta, State of Maine, on the 18th day of
May,
1995.
FIRST NATIONAL LINCOLN CORPORATION
By: s/ Daniel R. Daigneault
Daniel R. Daigneault
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of FIRST NATIONAL LINCOLN
CORPORATION, hereby severally constitute Daniel R. Daigneault and F.
Stephen
Ward, and each of them singly, our true and lawful attorneys with full
power to
them, and each of them singly, to sign for us and in our names in the
capacities
indicated below, the Registration Statement on Form S-8 filed herewith and
any
and all subsequent amendments to said Registration Statement, and generally
to
do all such things in our names and behalf in our capacities as officers
and
directors to enable FIRST NATIONAL LINCOLN CORPORATION to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying
and
confirming our signatures as they may be signed by said attorneys, or any
of
them, to said Registration Statement and any and all amendments thereto.
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.
Signature Title
s/Daniel R. Daigneault President, Chief Executive )
Daniel R. Daigneault Officer and Director )
)
)
s/F. Stephen Ward Treasurer (Principal )
F. Stephen Ward Financial and Accounting )
Officer) )
)
s/M. Robert Barter Director )
M. Robert Barter )
)
)
s/Bruce A. Bartlett Director )
Bruce A. Bartlett ) May 18, 1995
)
)
s/Malcolm E. Blanchard Director )
Malcolm E. Blanchard )
)
)
s/Katherine M. Boyd Director )
Katherine M. Boyd )
)
)
s/Robert B. Gregory Director )
Robert B. Gregory )
)
)
s/Carl S. Poole, Jr. Director )
Carl S. Poole, Jr. )
)
)
<PAGE>
s/David B. Soule, Jr. Director )
David B. Soule, Jr. )
)
)
s/Parker L. Spofford Director )
Parker L. Spofford )
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 Articles of Incorporation of the Registrant
4.2 Bylaws of the Registrant
5 Opinion of Pierce, Atwood, Scribner, Allen, Smith & Lancaster
24.1 Consent of Pierce, Atwood, Scribner, Allen, Smith & Lancaster
(included in Exhibit 5)
24.2 Consent of Berry, Dunn, McNeil & Parker
24.3 Consent of KPMG Peat Marwick L.L.P.
25.1 Power of Attorney
Exhibit 4.1
Articles of Incorporation of the Registrant (1)
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 2-96573).
Exhibit 4.2
Bylaws of the Registrant (1)
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 2-96573).
Exhibit 5
PIERCE, ATWOOD, SCRIBNER,
ALLEN, SMITH & LANCASTER
ATTORNEYS AT LAW
ONE MONUMENT SQUARE PORTLAND, MAINE 04101-1110
207/773-6411 _ FAX 207/773-3419
June 1, 1995
First National Lincoln Corporation
Main Street
P.O. Box 940
Damariscotta, Maine 04543
Re: Stock Option Plan
Dear Sirs:
We have assisted in the preparation of a Registration Statement on
Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 50,000 shares of Common Stock, no par value (the
"Shares"), of First National Lincoln Corporation, a Maine corporation (the
"Company"), issuable upon exercise of options granted or to be granted
under the
Company's Stock Option Plan (the "Plan").
We have examined and relied upon the Company's Articles of
Incorporation
and Bylaws and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to
the
Company as we have deemed relevant for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based on and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the
Registration
Statement issued or to be issued under the Plan, as described in the
Registration Settlement, and the Shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
s/Pierce, Atwood, Scribner, Allen, Smith
& Lancaster
Exhibit 24.1
PIERCE, ATWOOD, SCRIBNER,
ALLEN, SMITH & LANCASTER
ATTORNEYS AT LAW
ONE MONUMENT SQUARE PORTLAND, MAINE 04101-1110
207/773-6411 _ FAX 207/773-3419
June 1, 1995
First National Lincoln Corporation
Main Street
P.O. Box 940
Damariscotta, Maine 04543
Re: Stock Option Plan
Dear Sirs:
We have assisted in the preparation of a Registration Statement on
Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 50,000 shares of Common Stock, no par value (the
"Shares"), of First National Lincoln Corporation, a Maine corporation (the
"Company"), issuable upon exercise of options granted or to be granted
under the
Company's Stock Option Plan (the "Plan").
We have examined and relied upon the Company's Articles of
Incorporation
and Bylaws and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to
the
Company as we have deemed relevant for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based on and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the
Registration
Statement issued or to be issued under the Plan, as described in the
Registration Settlement, and the Shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
s/Pierce, Atwood, Scribner, Allen, Smith
& Lancaster
Exhibit 24.2
BERRY, DUNN, MCNEIL & PARKER
CERTIFIED PUBLIC ACCOUNTANTS
MANAGEMENT CONSULTANTS
100 Middle St.
P.O. Box 1100
Portland, ME 04104-1100
(207) 775-2387 / FAX (207) 774-2375
We have issued our report dated January 27, 1995, accompanying the
consolidated
financial statements incorporated by reference in the Annual Report on Form
10K
of First National Lincoln Corporation for the year ended December 31, 1994.
We
hereby consent to the incorporation by reference of said report in the
Registration Statement of First National Lincoln Corporation on Form S-8
filed
in June 1995.
s/Berry, Dunn, McNeil & Parker
Portland, Maine
May 22, 1995
Exhibit 24.3
Consent of Independent Accountants
The Board of Directors
First National Lincoln Corporation
We consent to the incorporation by reference in the Registration Statement
(Form
S-8) of First National Lincoln Corporation for the registration of shares
of its
common stock pertaining to its Stock Option Plan of our report dated
January 21,
1993, with respect to the consolidated financial statements of First
National
Lincoln Corporation for the year ended December 31, 1992, which report is
incorporated by reference in the Annual Report on Form 10-K for the year
ended
December 31, 1994.
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
May 23, 1995
Exhibit 25.1
Power of Attorney (1)
(1) Incorporated by reference to Part II of this Registration Statement.
