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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
Securities to be Registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c). check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d). check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
None
Securities to be Registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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ITEM 1. Description of Registrant's Securities to be Registered
The Registrant has a single class of Common Stock and presently is
authorized to issue up to 6,000,000 shares, $.01 par value, of which 2,406,786
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
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 from 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 Registrant's Articles of Incorporation include provisions which govern
any proposed "Business Combination" (defined generally to include certain
sales, exchanges, leases, mortgages, pledges, transfers or other dispositions
of assets, mergers or consolidations, adoptions of plans or proposals for
liquidation or dissolution or certain issuances and reclassifications of
securities of the Registrant) between the Registrant or its subsidiary, on the
one hand, and an Interested Stockholder, affiliate or associate thereof, on the
other hand, as well as additional provisions governing selected "Control
Transactions" involving changes in control of the Registrant or its subsidiary,
irrespective of whether an Interested Stockholder is involved. An "Interested
Stockholder" is defined generally to include any individual, entity or group,
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other than the Registrant and its subsidiaries or their employee benefit plans,
which is the beneficial owner of ten percent (10%) or more of the common stock
outstanding.
The Registrant's Articles of Incorporation require the prior affirmative
vote of the holders of at least eighty percent (80%) of all outstanding shares
of stock entitled to vote in order for the Registrant or any of its
subsidiaries to engage, directly or indirectly, in any Business Combination
with an Interested Stockholder. This requirement does not apply, however, to
any Business Combination which is approved by a majority of the Continuing
Directors (defined generally as those directors who are not affiliates,
associates or representatives of the Interested Stockholder and who were
elected prior to the time that an Interested Stockholder became an Interested
Stockholder, and any successor of a Continuing Director who is not an
affiliate, associate or representative of the Interested Stockholder and is
recommended or elected to succeed the Continuing Director by a majority of
Continuing Directors). In the event that this latter condition is met, the
Business Combination would require only the shareholder vote required by law,
the Articles of Incorporation, the Bylaws, or otherwise. (The provisions
described below, however, nonetheless require the affirmative vote of the
holders of at least 66 2/3% of the outstanding voting shares of the Registrant
for certain mergers, substantial asset sales or stock issuances, and for the
liquidation of the Registrant or a subsidiary, irrespective of whether an
Interested Stockholder is involved or the board of directors approves such
transaction.)
In addition, in the event that a Business Combination with an Interested
Stockholder does occur without the approval of a majority of the Continuing
Directors, each stockholder must be offered by the Interested Stockholder the
opportunity to exchange such stockholder's shares of common stock for
consideration not less in value than the highest price paid by the Interested
Stockholder in acquiring any of its holdings in the Registrant, and no
stockholder will receive consideration different in form or proportion from
that received by any other stockholder in connection with the Business
Combination.
The Articles of Incorporation require the prior approval of a majority of
the Registrant's directors and of the holders of at least sixty-six and two-
thirds percent (66 2/3%) of all outstanding shares of stock entitled to vote,
in order for the Registrant or any of its subsidiaries to engage, directly or
indirectly, in any Control Transaction (defined generally to include sales of
all or substantially all of the assets of the Registrant or a subsidiary,
liquidation, dissolution or mergers as a result of which the stockholders of
the Registrant or such subsidiary own less than sixty percent (60%) of the
stock of the surviving entity, or stock issuances resulting in a person or
group acting together owning twenty-five percent (25%) or more of the stock of
the Registrant or a subsidiary). Unlike the Business Combination provision
described above, the approval of a Control Transaction by the Registrant's
directors does not eliminate the need to obtain the stated higher level of
shareholder approval. Because the definitions of Control Transaction and
Business Combination overlap in several areas, in a Control Transaction that
happens to involve an Interested Stockholder, the approval of a majority of the
Continuing Directors would result only in the waiver of the 80% shareholder
vote otherwise required for Business Combinations; however, such a transaction
would also require the approval of a majority of all the directors and of the
holders of sixty-six and two-thirds percent (66 2/3%) of the Registrant's
outstanding stock, insofar as such requirements are not waivable under the
Control Transaction provisions.
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The purpose of the Business Combination provision described above is to
restrict certain "self-dealing" transactions by a stockholder who could
otherwise be able, unilaterally, to cause a Business Combination to be
effectuated, and to give greater assurance to the stockholders that they will
receive fair and equitable treatment in the event of certain Business
Combinations involving the Registrant or a subsidiary and an Interested
Stockholder. The purpose of the Control Transaction provision described above
is to alter the approval standards otherwise applicable to such transactions,
which ordinarily require only board approval (in the case of stock issuances)
or board approval together with the approval of the holders of a bare majority
(50.1%) of the common stock of the Registrant, in order to require that certain
transactions that could undermine the Bank's identity and function as a
community bank serving the Mid-Coast region of Maine be taken only with the
approval of a more substantial majority of its owners. For example, a merger
with another bank resulting in the Registrant's stockholders collectively
owning a minority interest in the combined entity would necessitate a 66 2/3%
shareholder vote, due to the overall change in control associated with the
transaction, whereas a merger in which the Registrant were to acquire a smaller
bank and the Registrant's shareholders were to own collectively 75% of the
stock of the combined entity would require only the approval of the holders of
a majority of the Registrant's stock, on the basis that overall control would
not shift in the transaction.
However, these provisions may make more difficult or discourage a merger
or acquisition of control of the Registrant, including a transaction offering
financial terms deemed attractive by a majority in interest of the Registrant's
stockholders, since a Business Combination with an Interested Stockholder which
is not approved by a majority of the Continuing Directors will require the
approval of the holders of eighty percent (80%) of all outstanding shares of
stock entitled to vote, and a Control Transaction must receive the approval of
a majority of the Registrant's directors and of the holders of sixty-six and
two-thirds percent (66 2/3%) of all outstanding shares of stock entitled to
vote. In addition, to the extent that these provisions discourage or impede
takeovers that would result in the change of the Registrant's management, such
changes may be less likely to occur.
Under Maine law, unless otherwise provided in the articles of
incorporation and upon the adoption of a resolution by the board of directors,
stockholders may amend the articles of incorporation by the affirmative vote of
the holders of a majority of all outstanding shares of stock entitled to vote.
The Articles of Incorporation of the Registrant, however, alter this quantum of
vote, and require the affirmative vote of the holders of not less than eighty
percent (80%) of all outstanding shares of stock entitled to vote, for any
amendment or provision affecting the provisions described above relating to
certain "Business Combinations" with an Interested Stockholder. However, the
special provisions described in this paragraph will not apply to, and special
votes shall not be required for, any amendment to the Business Combination
provisions which has been recommended by the Board of Directors, if a majority
of the directors then in office are Continuing Directors. The Control
Transaction provisions may be amended only by a vote of the holders of at least
66 2/3% of all outstanding shares entitled to vote, irrespective of whether the
Board of Directors recommends such an amendment. The special votes required
for amendments to these provisions of the Articles of Incorporation are
designed to prevent any stockholder from circumventing such provisions by
amending the Articles of Incorporation.
Management is not aware of any arrangement which could at a subsequent
date result in a change in control of the Registrant.
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Item 2. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIRST NATIONAL LINCOLN CORPORATION
By: Daniel R. Daigneault
Daniel R. Daigneault
President and Chief
Executive Officer
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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 8-A 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 Exchange Act of 1934, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title
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Daniel R. Daigneault President, Chief Executive )
Daniel R. Daigneault Officer and Director )
)
F. Stephen Ward Treasurer )
F. Stephen Ward (Principal Financial and )
Accounting Officer) )
)
Robert B. Gregory Director and )
Robert B. Gregory Chairman of the Board )
)
Bruce A. Bartlett Director )
Bruce A. Bartlett ) June 21, 1999
)
Malcolm E. Blanchard Director )
Malcolm E. Blanchard )
)
Katherine M. Boyd Director )
Katherine M. Boyd )
)
Dana L. Dow Director )
Dana L. Dow )
)
Carl S. Poole, Jr. Director )
Carl S. Poole, Jr. )
)
David B. Soule, Jr. Director )
David B. Soule, Jr. )
)
Stuart G. Smith Director )
Stuart G. Smith )
)
Bruce B. Tindal Director )
Bruce B. Tindal )
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Exhibit Index
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Exhibit Number Description
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4.1(1) Articles of Incorporation of the Registrant
4.2(1) Bylaws of the Registrant
25.1 Power of Attorney (see page 6
of this Registration Statement)
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 2-96573) and in the Registrant's Quarterly
Report filed on Form 10-Q for the second quarter of 1996.
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