Registration No. 333-________
As filed with the Securities and Exchange
Commission on June 24, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Granite State Bankshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
New Hampshire 02-0399222
State of Incorporation) (IRS Employer Identification No.)
122 West Street
Keene, New Hampshire 03431
(Address of Principal Executive Offices)
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Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit Plan
(Full Title of the Plan)
Copies to:
Charles W. Smith John J. Gorman, Esquire
Chairman and Chief Executive Officer Edward A. Quint, Esquire
Granite State Bankshares, Inc. Luse Lehman Gorman Pomerenk & Schick
122 West Street A Professional Corporation
Keene, New Hampshire 03431 5335 Wisconsin Ave., N.W., #400
(603) 352-1600 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 check the following box. |X|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
value $.01 per share 474,250 shares(2) $18.09 (3) $ 8,579,183 $2,385
46,500 shares (4) $20.92 (5) $ 972,688 $ 270
29,250 shares (6) $21.75 (3) $ 636,188 $ 177
Total: 550,000 shares $ 10,188,059 $2,832
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</TABLE>
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit
Plan (the "Incentive Plan"), as the result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock pursuant to 17
C.F.R.ss.230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
options granted under the Incentive Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R. ss.
230.457(h)(1).
(4) Represents the number of shares of restricted stock reserved for issuance
pursuant to the Incentive Plan.
(5) Represents the grant price of restricted stock reserved for issuance
pursuant to the Incentive Plan.
(6) Represents the number of shares currently reserved for issuance pursuant to
options which have not been granted under the Incentive Plan.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R.
ss. 230.462.
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PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of 550,000 shares
of Common Stock reserved for issuance and delivery upon the exercise of options
or the grant of shares under the Incentive Plan. Documents containing the
information required by Part I of the Registration Statement have been or will
be sent or given to participants in the Incentive Plan, as appropriate, as
specified by Securities Act Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission" or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 13(a)and (c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and be
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, or in a document 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 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.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998, filed with the SEC on March 26, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report listed above.
(c) The Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held April 14, 1998.
(d) The description of the Common Stock contained in the Registration
Statement on Form S-1 originally filed by the Company under the
Securities Act of 1933 with the SEC on April 18, 1986.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
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Item 6. Indemnification of Directors and Officers
Article VI of the Registrant's Bylaws provides for the following
indemnification for Directors and Officers:
To the fullest extent permitted by New Hampshire law, the Company shall
indemnify each director and officer of the Company (and his heirs, executors and
administrators) against all expenses and liabilities reasonably incurred by him
or her in connection with or arising out of any action, suit or proceeding in
which he or she may be involved by reason of his or her being or having been a
director or officer of the Company (whether or not he or she continues to be a
director or officer at the time of incurring such expenses or liabilities), such
expenses and liabilities to include, but not be limited to, judgments, court
costs and attorneys' fees and the cost of reasonable settlements. The Company
shall not, however, indemnify such director or officer with respect to matters
as to which he or she shall be finally adjudged in any such action, suit or
proceeding to have been liable for willful misconduct in the performance of his
or her duties as such director or officer. In the event that a settlement or
compromise is effected, indemnification may be had only if the board of
directors shall have determined that such settlement or compromise is in the
best interests of the Company and that such director or officer is not liable
for willful misconduct in the performance of his or her duties with respect to
such matters, and if the board of directors shall have adopted a resolution
approving such settlement or compromise. The foregoing right of indemnification
shall not be exclusive of other rights to which any director or officer may be
entitled as a matter of law.
The Company also maintains liability insurance for its officers and
directors.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby.
10 Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit
Plan (incorporated herein by reference to the Company's Proxy
Statement for its Annual Meeting of Stockholders held April 14, 1998,
previously filed with the SEC on March 19, 1998).
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
Item 9. Undertakings
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 to include any material
information with respect to the Registration Statement not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;
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2. 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 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
Incentive Plan.
4. 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 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
5. 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
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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EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
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SIGNATURES
The Registrant. 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 Keene, State of New Hampshire, on this 22 day of
June, 1999.
Granite State Bankshares, Inc.
By: \s\ Charles W. Smith
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Charles W. Smith, Chairman and
Chief Executive Officer
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.
By: \s\ Charles W. Smith By: \s\ William G. Pike
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Charles W. Smith William G. Pike
Chairman and Chief Executive Officer Executive Vice President and Chief
Executive Officer) Financial Officer (Principal
Financial and Accounting Officer)
Date: June 22, 1999 Date: June 22, 1999
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By: \s\ David M. Bartley By: \s\ Phillip M. Hamblet
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David M. Bartley, Director Philip M. Hamblet, Director
Date: June 22, 1999 Date: June 22, 1999
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By: \s\ Joseph S. Hart By: \s\ David J. Houston
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Joseph S. Hart, Director David J. Houston, Director
Date: June 22, 1999 Date: June 22, 1999
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By: \s\ James L. Koontz By: \s\ William Smedley
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James L. Koontz, Director William Smedley, V, Director
Date: June 22, 1999 Date: June 22, 1999
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By: \s\ C. Robertson Trowbridge By: \s\ James C. Wirths, III
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C. Robertson Trowbridge, Director James C. Wirths, III, Director
Date: June 22, 1999 Date: June 22, 1999
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By: \s\ E. Story Wright
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E. Story Wright, Director
Date: June 22, 1999
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EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
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[Letterhead of Luse Lehman Gorman Pomerenk & Schick]
June 22, 1999 (202) 274-2000
Board of Directors
Granite State Bankshares, Inc.
122 West Street
Keene, New Hampshire
Re: Granite State Bankshares, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Granite State Bankshares, Inc. (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit
Plan (the "Plan"). We have reviewed the Company's Articles of Incorporation and
Registration Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and sale of the
Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans, will be
legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8. Very truly yours,
\s\ Luse Lehman Gorman Pomerenk & Schick
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Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF GRANT THORNTON LLP
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Consent of Independent Certified Public Accountants
We have issued our report dated January 11, 1999 accompanying the
consolidated financial statements of Granite State Bankshares, Inc. and
Subsidiary included in the Annual Report on Form 10-K for the year ended
December 31, 1998 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
\s\ GRANT THORNTON LLP
Boston, Massachusetts
June 21, 1999
