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As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Community Bankshares, Inc.
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(Exact name of issuer as specified in its charter)
New Hampshire 02-0394439
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
43 N. Main Street, Concord, New Hampshire 03301
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(Address of principal executive offices) (Zip Code)
Centerpoint Bank
1989 Stock Option Plan
(Full title of the plan)
Douglas Crichfield
President and Chief Executive Officer
Community Bankshares, Inc.
43 N. Main Street
Concord, New Hampshire 03301
(603) 224-1100
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Peter W. Coogan, Esquire
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------- ---------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C>
Common Stock 59,015 $18.375(1) $1,084,401(1) $374(1)
(par value $1.00) shares
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on March 26, 1996 on the
Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:
(a) Community's Annual Report on Form 10-K for the fiscal year ended June
30, 1995.
(b) Community's Transition Report on Form 10-K for the six months ended
December 31, 1995.
(c) The description of Community's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by Community pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon for
Community by Foley, Hoag & Eliot, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers.
Chapter 293-A:8.51 of the New Hampshire Business Corporation Act provides
that a corporation may indemnify an individual made a party to a proceeding
because he is or was a director, against liability incurred in the proceeding
if: (1) he conducted himself in good faith; and (2) he reasonably believed (i)
in the case of conduct in his official capacity with the corporation, that his
conduct was in its best interests, and (ii) in all other cases, that his conduct
was at least not opposed to its best interests; and (3) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a director (1) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable on the basis that personal benefit was
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improperly received by him. Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director of the corporation against reasonable expenses incurred
by him in connection with the proceeding.
Community's By-Laws contain the following provision with respect to
indemnification of directors and officers.
(a) The corporation shall indemnify and reimburse any individual
person who was or is a party to any action, suit or proceeding, whether
civil, criminal or administrative, by reason of the fact that such party,
or the person whose legal representative or successor such party is, was or
is serving as a Director, officer, employee or agent of the corporation, or
at its request, of another entity in which the corporation has an interest,
or was or is serving at the request of the corporation as a fiduciary of
any employee benefit plan of the corporation or any subsidiary. Such
indemnification and reimbursement shall include all expenses (including
attorney's fees), and such amount of any judgment, money decree, fine,
penalty of settlement for which such person may have become liable as the
Board of Directors deems reasonable, actually incurred by such person in
connection with the defense or reasonable settlement of any such action,
suit or proceeding, or any appeal therein, to the extent and under the
circumstances permitted by the New Hampshire Business Corporation Act.
Such indemnification and reimbursement (unless ordered by a court) shall be
made as authorized in a specific case upon a further determination that
indemnification of the Director, officer or employee is proper in the
circumstances because such person has met the applicable standards of
conduct set forth in the New Hampshire Business Corporation Act.
(b) Such determination of reasonableness and propriety with respect to
persons other than Directors shall be made by the Board of Directors by a
majority vote, and with respect to the Directors shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding or (ii) if such a
quorum is not obtainable, or even if obtainable, if a quorum of
disinterested Directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.
(c) The foregoing right of indemnification shall not be exclusive of
other rights to which such person, or the legal representatives or
successors of such person may be entitled as a matter of law, under the
Articles of Incorporation, by contract or otherwise.
(d) The corporation may purchase and maintain insurance on behalf of
any person who was or is a Director, officer or employee of the corporation
or was or is serving at the request of the corporation as a fiduciary of
any employee benefit plan of the corporation or any subsidiary against any
liability asserted against, 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 the provisions of the New Hampshire Business
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Corporation Act. The obligation to indemnify and reimburse set forth
hereinabove, if applicable, shall be reduced by the amount of any such
insurance proceeds paid to such person, or the representatives or
successors of such person.
Community's Articles of Incorporation contain the following provision with
respect to indemnification of directors and officers.
EIGHTH: In addition to the rights of indemnification provided under
RSA 293-A:5 as presently in effect and any greater rights from time to time
provided by law, by the by-laws of the corporation or any agreement, vote
of the shareholders or disinterested directors, or otherwise, the
corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving as a trustee or
other fiduciary with respect to any employee benefit plan (or its
participants or beneficiaries) of the corporation or any subsidiary of the
corporation, against expenses (including attorneys' fees), judgments,
fines, excise taxes assessed with respect to any employee benefit plan, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contenders or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful. A trustee or other fiduciary who acted in good
faith and in a manner he reasonably believed to be in the interests of the
participants or beneficiaries of any employee benefit plan of the
corporation or any subsidiary shall be deemed to have acted in a manner not
opposed to the best interests of the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Counsel.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel (included in Exhibit 5)
24.1 Power of Attorney (contained on the signature page).
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Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs 2(a)(i) and 2(a)(ii) 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 Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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
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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.
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<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 City of Concord, the State of New Hampshire, on this 19th day
of March, 1996.
COMMUNITY BANKSHARES, INC.
By:/s/ Douglas Crichfield
----------------------------------------
Douglas Crichfield
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Douglas Crichfield, Gerald R. Emery and
Richard E. Kamp, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for either or both of them, may lawfully do or cause
to be done by virtue hereof.
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 dates indicated.
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<PAGE>
Signature Title Date
- ------------------------ ------------------------ --------------
/s/ Douglas Crichfield President, Chief March 19, 1996
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Douglas Crichfield Executive Officer
and Director
(Principal Executive
Officer)
/s/ Gerald R. Emery Treasurer and
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Gerald R. Emery Chief Financial Officer March 19, 1996
(Principal Financial
and Accounting Officer)
/s/ John N. Buxton Director March 19, 1996
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John N. Buxton
/s/ Willaim S. Fenollosa Director March 19, 1996
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William S. Fenollosa
/s/ Oliver R. Fifield Director March 19, 1996
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Oliver R. Fifield
/s/ Thomas M. Hardiman Director March 19, 1996
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Thomas M. Hardiman
/s/ Robert A. Hill Director March 19, 1996
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Robert A. Hill
/s/ Russell A. Holden Director March 19, 1996
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Russell A. Holden
/s/ Lucia P. Kittredge Director March 19, 1996
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Lucia P. Kittredge
/s/ Seth A. Resnicoff Director March 19, 1996
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Seth A. Resnicoff
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/s/ Eleanor H. Stark Director March 19, 1996
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Eleanor H. Stark
/s/ James R. Stewart Director March 19, 1996
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James R. Stewart
Director
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Katherine F. Tsouros
/s/ Philip M. Stone Director March 27, 1996
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Philip M. Stone
/s/ Arthur R. Bethke Director March 27, 1996
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Arthur R. Bethke
/s/ Walter W. Hemming Director March 27, 1996
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Walter W. Hemming
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EXHIBIT INDEX
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Exhibit
No. Description Page
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5 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained on the signature page)
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<PAGE>
Exhibit 5
[Foley, Hoag & Eliot Letterhead]
March 29, 1996
Community Bankshares, Inc.
43 N. Main Street
Concord, New Hampshire 03301
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Community Bankshares, Inc., a New
Hampshire corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-8 Registration
Statement relates to the proposed offering by the Company of 59,015 shares (the
"Shares") of its Common Stock, $1.00 par value per share ("Common Stock"),
issuable pursuant to the Centerpoint Bank 1989 Stock Option Plan (the "Stock
Option Plan"). The options outstanding under the Stock Option Plan were assumed
by the Company pursuant to an Agreement and Plan of Merger by and between the
Company and Centerpoint Bank dated as of August 29, 1995.
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) The Restated Articles of Incorporation and By-Laws of the
Company, each as amended as of the date hereof;
(2) The records of meetings of the Board of Directors and
stockholders of the Company provided to us by the Company; and
(3) The Stock Option Plan.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based upon the foregoing, it is our opinion that:
<PAGE>
The Company has corporate power adequate for the issuance of the
Shares in accordance with the S-8 Registration Statement. The Company has taken
all necessary corporate action required to authorize the issuance and sale of
the Shares. When certificates for the Shares have been duly executed and
counter-signed, and delivered against due receipt of the exercise price for the
Shares as described in the options relating thereto and the Stock Option Plan,
the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT
By: /s/ Carol Hempfling Pratt
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A Partner
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Community Bankshares, Inc.
We consent to the use of our report, incorporated herein by reference, dated
January 17, 1996, on the consolidated financial statements of Community
Bankshares, Inc. and subsidiaries (the Company) as of December 31, 1995,
June 30, 1995 and 1994, and for the six months ended December 31, 1995, and for
each of the years in the three-year period ended June 30, 1995. Our report
refers to the Company's adoption of Statement of Financial Accounting Standards
No. 122, "Accounting for Mortgage Servicing Rights, an Amendment of FASB
Statement No. 65," effective July 1, 1994.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 2, 1996
